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Form 8-K HOVNANIAN ENTERPRISES For: Jan 31

March 8, 2018 9:48 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 8, 2018

 

HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other

Jurisdiction

of Incorporation)

1-8551

(Commission File Number)

22-1851059

(IRS Employer

Identification No.)

 90 Matawan Road, 5th Floor

Matawan, New Jersey 07747
(Address of Principal Executive Offices) (Zip Code)

 

(732) 747-7800
(Registrant’s telephone number, including area code)

 

110 West Front Street, P.O. Box 500, Red Bank, New Jersey 07701
(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                               

 

 

 

Item 2.02.            Results of Operations and Financial Condition.

 

On March 8, 2018, Hovnanian Enterprises, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the fiscal first quarter ended January 31, 2018. A copy of the press release is attached as Exhibit 99.1.

 

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

The attached earnings press release contains information about consolidated earnings before interest expense and income taxes (“EBIT”) and before depreciation and amortization (“EBITDA”) and before inventory impairment loss and land option write-offs and gain on extinguishment of debt (“Adjusted EBITDA”), which are non-GAAP financial measures. The most directly comparable GAAP financial measure is net (loss). A reconciliation for historical periods of EBIT, EBITDA and Adjusted EBITDA to net (loss) is contained in the earnings press release.

 

The attached earnings press release contains information about homebuilding gross margin, before costs of sales interest expense and land charges, and homebuilding gross margin percentage, before costs of sales interest expense and land charges, which are non-GAAP financial measures. The most directly comparable GAAP financial measures are homebuilding gross margin and homebuilding gross margin percentage, respectively. A reconciliation for historical periods of homebuilding gross margin, before costs of sales interest expense and land charges, and homebuilding gross margin percentage, before costs of sales interest expense and land charges, to homebuilding gross margin and homebuilding gross margin percentage, respectively, is contained in the earnings press release.

 

The attached earnings press release contains information about (loss) before income taxes excluding land-related charges, joint-venture write-downs and gain on extinguishment of debt, which is a non-GAAP financial measure. The most directly comparable GAAP financial measure is (loss) income before income taxes. A reconciliation for historical periods of (loss) before income taxes excluding land-related charges, joint-venture write-downs and gain on extinguishment of debt to (loss) income before income taxes is contained in the earnings press release.

 

Management believes EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure and benchmark the Company’s financial performance without the effects of various items the Company does not believe are characteristic of its ongoing operating performance. EBITDA does not take into account substantial costs of doing business, such as income taxes and interest expense. While many in the financial community consider EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, (loss) income before income taxes, net (loss) income and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States that are presented on the financial statements included in the Company’s reports filed with the Securities and Exchange Commission. Additionally, the Company’s calculation of EBITDA may be different than the calculation used by other companies, and, therefore, comparability may be affected.

 

Management believes homebuilding gross margin, before costs of sales interest expense and land charges, enables investors to better understand the Company’s operating performance. This measure is also useful internally, helping management to evaluate the Company’s operating results on a consolidated basis and relative to other companies in the Company’s industry. In particular, the magnitude and volatility of land charges for the Company, and for other homebuilders, have been significant and, as such, have made financial analysis of the Company’s industry more difficult. Homebuilding metrics excluding land charges, as well as interest amortized to cost of sales, and other similar presentations prepared by analysts and other companies are frequently used to assist investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies’ respective levels of impairments and levels of debt. Homebuilding gross margin, before cost of sales interest expense and land charges, should be considered in addition to, but not as an alternative to, homebuilding gross margin determined in accordance with GAAP as an indicator of operating performance. Additionally, the Company’s calculation of homebuilding gross margin, before costs of sales interest expense and land charges, may be different than the calculation used by other companies, and, therefore, comparability may be affected.

 

Management believes (loss) before income taxes excluding land-related charges, joint-venture write-downs and gain on extinguishment of debt to be relevant and useful information because it provides a better metric of the Company’s operating performance. (Loss) before income taxes excluding land-related charges, joint-venture write-downs and gain on extinguishment of debt should be considered in addition to, but not as a substitute for, (loss) income before income taxes, net (loss) income and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States that are presented on the financial statements included in the Company’s reports filed with the Securities and Exchange Commission. Additionally, the Company’s calculation of (loss) before income taxes excluding land-related charges, joint-venture write-downs and gain on extinguishment of debt may be different than the calculation used by other companies, and, therefore, comparability may be affected.

 

Item 9.01.            Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit 99.1     Earnings Press Release–Fiscal First Quarter Ended January 31, 2018.

 

 SIGNATURES

 

 

 

 

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

 

 

HOVNANIAN ENTERPRISES, INC.

 

(Registrant)

 

 

 

 

By: 

/s/ J. Larry Sorsby                                              

 

  

Name: J. Larry Sorsby

 

  

Title: Executive Vice President and Chief Financial Officer

 

  

 

 

 

 

Date: March 8, 2018

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number

 

Exhibit

Exhibit 99.1

 

Earnings Press Release–Fiscal First Quarter Ended January 31, 2018.

 

 

Exhibit 99.1

 

HOVNANIAN ENTERPRISES, INC.

News Release

 



 

Contact:

J. Larry Sorsby

Jeffrey T. O’Keefe

 

Executive Vice President & CFO

Vice President, Investor Relations

 

732-747-7800

732-747-7800

     

 

 

HOVNANIAN ENTERPRISES REPORTS FISCAL 2018 FIRST QUARTER RESULTS

 

Total Lots Controlled Increased Year Over Year for First Time in Two Years

Enhanced Capital Structure Through Over $500 Million of Financing Transactions

 

 

 

MATAWAN, NJ, March 8, 2018 – Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national homebuilder, reported results for its fiscal first quarter ended January 31, 2018.

 

For the first time in two years, we increased the number of total lots we controlled, which should ultimately lead to community count, revenue and profit growth,” stated Ara K. Hovnanian, Chairman of the Board, President and Chief Executive Officer. “Hovnanian’s position is further strengthened by our recent financing transactions with GSO, along with a commitment for an additional $216 million of capital from GSO which together extend our debt maturities and provide additional stability to our capital structure.”

 

“The Company remains in a transition period due to the adverse impacts from having to pay off $320 million of debt in late 2015 and 2016 when the high yield market was closed to us and other companies with similar credit ratings. As a result, we were unable to replenish our land position sufficiently in 2016 and 2017. This led to a reduction in community count and revenues, impacting our overall profitability. We are confident the most challenging quarter for fiscal 2018 is behind us and we expect future quarters this year should yield improved operating results, as we continue to rebuild our company,” concluded Mr. Hovnanian.

 

RESULTS FOR the THREE-MONTHs ENDED january 31, 2018:

 

 

Total revenues decreased 24.4% to $417.2 million in the first quarter of fiscal 2018, compared with $552.0 million in the first quarter of fiscal 2017.
   
Homebuilding revenues for unconsolidated joint ventures decreased 9.8% to $58.6 million for the first quarter ended January 31, 2018, compared with $64.9 million in last year’s first quarter.
   
Homebuilding gross margin percentage, after interest expense and land charges included in cost of sales, was 14.8% for the first quarter of fiscal 2018 compared with 13.5% in the prior year’s first quarter.
   
Homebuilding gross margin percentage, before interest expense and land charges included in cost of sales, was 17.9% for the first quarter of fiscal 2018 compared with 17.2% in the same period one year ago.

 

1

 

 

Total SG&A was $62.4 million, or 14.9% of total revenues, in the first quarter of fiscal 2018 compared with $60.1 million, or 10.9% of total revenues, in the first quarter of fiscal 2017.
   
Interest incurred (some of which was expensed and some of which was capitalized) was $41.2 million for the first quarter of fiscal 2018 compared with $38.7 million in the same quarter one year ago.
   
Total interest expense was $41.4 million in the first quarter of fiscal 2018 compared with $40.9 million in the first quarter of fiscal 2017.
   
Loss before income taxes for the quarter ended January 31, 2018 was $30.5 million compared to income before income taxes of $0.3 million during the first quarter of fiscal 2017.
   
Net loss was $30.8 million, or $0.21 per common share, in the first quarter of fiscal 2018 compared with a net loss of $0.1 million, or $0.00 per common share, during the same quarter a year ago.
   
Contracts per community, including unconsolidated joint ventures, increased 2.7% to 7.6 contracts per community for the quarter ended January 31, 2018 compared with 7.4 contracts per community, including unconsolidated joint ventures, in last year’s first quarter. Consolidated contracts per community decreased 2.7% to 7.3 contracts per community for the first quarter of fiscal 2018 compared with 7.5 contracts per community in the first quarter of fiscal 2017.
   
For February 2018, contracts per community, including unconsolidated joint ventures, increased 6.5% to 3.3 contracts per community compared to 3.1 contracts per community for the same month one year ago. During February 2018, the number of contracts, including unconsolidated joint ventures, decreased 6.0% to 528 homes from 562 homes in February 2017 and the dollar value of contracts, including unconsolidated joint ventures, decreased 3.2% to $227.8 million in February 2018 compared with $235.3 million for February 2017.
   
As of the end of the first quarter of fiscal 2018, community count, including unconsolidated joint ventures, was 165 communities. This was a 5.1% sequential increase compared with 157 communities at October 31, 2017 and a 6.8% year-over-year decrease from 177 communities at January 31, 2017. Consolidated community count decreased 10.8% to 140 communities as of January 31, 2018 from 157 communities at the end of the prior year’s first quarter.
   
The number of contracts, including unconsolidated joint ventures, for the first quarter ended January 31, 2018, decreased 4.7% to 1,250 homes from 1,312 homes for the same quarter last year. The number of consolidated contracts, during the first quarter of fiscal 2018, decreased 12.4% to 1,027 homes compared with 1,173 homes during the first quarter of 2017.
   
The dollar value of contract backlog, including unconsolidated joint ventures, as of January 31, 2018, was $1.17 billion, a decrease of 2.1% compared with $1.19 billion as of January 31, 2017. The dollar value of consolidated contract backlog, as of January 31, 2018, decreased 20.2% to $814.4 million compared with $1.02 billion as of January 31, 2017.
   
For the quarter ended January 31, 2018, deliveries, including unconsolidated joint ventures, decreased 18.4% to 1,141 homes compared with 1,398 homes during the first quarter of fiscal 2017. Consolidated deliveries were 1,025 homes for the first quarter of fiscal 2018, a 20.5% decrease compared with 1,290 homes during the same quarter a year ago.

 

2

 

 

The contract cancellation rate, including unconsolidated joint ventures, was 20% in both the first quarter of fiscal 2018 and the first quarter of fiscal 2017. The consolidated contract cancellation rate for the three months ended January 31, 2018 was 18%, compared with 19% in the first quarter of the prior year.
   
The valuation allowance was $661.1 million as of January 31, 2018, after adjusting for the Tax Cuts and Jobs Acts of 2017. The valuation allowance is a non-cash reserve against the tax assets for GAAP purposes. For tax purposes, the tax deductions associated with the tax assets may be carried forward for 20 years from the date the deductions were incurred.

 

Liquidity AND Inventory as of january 31, 2018:

 

 

Total liquidity at the end of the first quarter of fiscal 2018 was $292.0 million.
   
As of January 31, 2018, consolidated lots controlled increased sequentially to 27,183 from 25,329 lots at October 31, 2017 and increased year over year from 26,234 lots at January 31, 2017. The total consolidated land position was 27,183 lots, consisting of 14,260 lots under option and 12,923 owned lots, as of January 31, 2018.
   
In the first quarter of fiscal 2018, approximately 3,400 lots were put under option or acquired in 39 communities, including unconsolidated joint ventures.
   
Paid off $56.0 million principal amount of debt that matured on December 1, 2017.

 

Recent Financing transactions:

 

 

Refinanced $133 million of 7.0% senior notes due 2019, with a 5% unsecured term loan maturing in 2027 from GSO Capital Partners LP, Blackstone’s credit platform, and certain funds managed or advised by it (collectively the “GSO Entities”).
   
Accepted $170 million of 8.0% senior notes due 2019 tendered in an exchange offer for the issuance of $91 million of 13.5% unsecured notes due 2026, $90 million of 5.0% unsecured notes due 2040 and $27 million of cash for the purchase of $26 million of the tendered 8.0% senior notes. An additional 5.0% unsecured term loan commitment from GSO Entities will be used to refinance $66 million of 8.0% senior notes.
   
Commitment for $125 million senior secured revolver/term loan from GSO Entities, which we intend to draw in September 2018 to repay the $75 million super priority term loan due in 2019 and to provide $50 million of incremental liquidity.
   
In January 2019, additional liquidity provided by $25 million commitment from GSO Entities to purchase additional 10.5% senior secured notes due 2024, at a price approximating the then prevailing yield, which today would be approximately 8%.
   
Received consent from 10.5% senior secured note holders to eliminate restrictions on our ability to repurchase or acquire our unsecured notes.

 

3

 

 

Webcast Information:

 

 

Hovnanian Enterprises will webcast its fiscal 2018 first quarter financial results conference call at 11:00 a.m. E.T. on Thursday, March 8, 2018. The webcast can be accessed live through the “Investor Relations” section of Hovnanian Enterprises’ website at http://www.khov.com. For those who are not available to listen to the live webcast, an archive of the broadcast will be available under the “Past Events” section of the Investor Relations page on the Hovnanian website at http://www.khov.com. The archive will be available for 12 months.

 

About Hovnanian Enterprises®, Inc.:

 

 

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey. The Company is one of the nation’s largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company’s homes are marketed and sold under the trade names K. Hovnanian® Homes, Brighton Homes® and Parkwood Builders. As the developer of K. Hovnanian’s® Four Seasons communities, the Company is also one of the nation’s largest builders of active lifestyle communities.

 

Additional information on Hovnanian Enterprises, Inc., including a summary investment profile and the Company’s 2017 annual report, can be accessed through the “Investor Relations” section of the Hovnanian Enterprises’ website at http://www.khov.com. To be added to Hovnanian's investor e-mail list, please send an e-mail to [email protected] or sign up at http://www.khov.com.

 

 

NON-GAAP FINANCIAL MEASURES:

 

 

Consolidated earnings before interest expense and income taxes (“EBIT”) and before depreciation and amortization (“EBITDA”) and before inventory impairment loss and land option write-offs and gain on extinguishment of debt (“Adjusted EBITDA”) are not U.S. generally accepted accounting principles (GAAP) financial measures. The most directly comparable GAAP financial measure is net (loss). The reconciliation for historical periods of EBIT, EBITDA and Adjusted EBITDA to net (loss) is presented in a table attached to this earnings release.

 

Homebuilding gross margin, before costs of sales interest expense and land charges, and homebuilding gross margin percentage, before costs of sales interest expense and land charges, are non-GAAP financial measures. The most directly comparable GAAP financial measures are homebuilding gross margin and homebuilding gross margin percentage, respectively. The reconciliation for historical periods of homebuilding gross margin, before costs of sales interest expense and land charges, and homebuilding gross margin percentage, before costs of sales interest expense and land charges, to homebuilding gross margin and homebuilding gross margin percentage, respectively, is presented in a table attached to this earnings release.

 

(Loss) Before Income Taxes Excluding Land-Related Charges, Joint Venture Write-Downs and Gain on Extinguishment of Debt is a non-GAAP financial measure. The most directly comparable GAAP financial measure is (Loss) Income Before Income Taxes. The reconciliation for historical periods of (Loss) Before Income Taxes Excluding Land-Related Charges, Joint Venture Write-Downs and Gain on Extinguishment of Debt to (Loss) Income Before Income Taxes is presented in a table attached to this earnings release.

 

Total liquidity is comprised of $278.2 million of cash and cash equivalents, $2.7 million of restricted cash required to collateralize letters of credit and $11.1 million of availability under the unsecured revolving credit facility as of January 31, 2018.

 

4

 

 

FORWARD-LOOKING STATEMENTS

 

All statements in this press release that are not historical facts should be considered as “Forward-Looking Statements” within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such forward-looking statements include but are not limited to statements related to the Company’s goals and expectations with respect to its financial results for future financial periods. Although we believe that our plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors. Such risks, uncertainties and other factors include, but are not limited to, (1) changes in general and local economic, industry and business conditions and impacts of a sustained homebuilding downturn; (2) adverse weather and other environmental conditions and natural disasters; (3) levels of indebtedness and restrictions on the Company’s operations and activities imposed by the agreements governing the Company’s outstanding indebtedness; (4) the Company's sources of liquidity; (5) changes in credit ratings; (6) changes in market conditions and seasonality of the Company’s business; (7) the availability and cost of suitable land and improved lots; (8) shortages in, and price fluctuations of, raw materials and labor; (9) regional and local economic factors, including dependency on certain sectors of the economy, and employment levels affecting home prices and sales activity in the markets where the Company builds homes; (10) fluctuations in interest rates and the availability of mortgage financing; (11) changes in tax laws affecting the after-tax costs of owning a home; (12) operations through joint ventures with third parties; (13) government regulation, including regulations concerning development of land, the home building, sales and customer financing processes, tax laws and the environment; (14) product liability litigation, warranty claims and claims made by mortgage investors; (15) levels of competition; (16) availability and terms of financing to the Company; (17) successful identification and integration of acquisitions; (18) significant influence of the Company’s controlling stockholders; (19) availability of net operating loss carryforwards; (20) utility shortages and outages or rate fluctuations; (21) geopolitical risks, terrorist acts and other acts of war; (22) increases in cancellations of agreements of sale; (23) loss of key management personnel or failure to attract qualified personnel; (24) information technology failures and data security breaches; (25) legal claims brought against us and not resolved in our favor; and (26) certain risks, uncertainties and other factors described in detail in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017 and subsequent filings with the Securities and Exchange Commission. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

(Financial Tables Follow)

 

5

 

 

Hovnanian Enterprises, Inc.

January 31, 2018

Statements of Consolidated Operations

(Dollars in Thousands, Except Per Share Data)

   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

Total Revenues

    $417,166       $552,009  

Costs and Expenses (a)

    442,461       557,666  

Gain on Extinguishment of Debt

    -       7,646  

(Loss) from Unconsolidated Joint Ventures

    (5,176 )     (1,666 )

(Loss) Income Before Income Taxes

    (30,471 )     323  

Income Tax Provision

    338       466  

Net (Loss)

    $(30,809 )     $(143 )
                 

Per Share Data:

               

Basic:

               

Net (Loss) Per Common Share

    $(0.21 )     $(0.00 )

Weighted Average Number of

               

Common Shares Outstanding (b)

    148,028       147,535  

Assuming Dilution:

               

Net (Loss) Per Common Share

    $(0.21 )     $(0.00 )

Weighted Average Number of

               

Common Shares Outstanding (b)

    148,028       147,535  

 

(a) Includes inventory impairment loss and land option write-offs.

(b) For periods with a net (loss), basic shares are used in accordance with GAAP rules.

 

Hovnanian Enterprises, Inc.

January 31, 2018

Reconciliation of (Loss) Before Income Taxes Excluding Land-Related Charges, Joint Venture Write-Downs and Gain on Extinguishment of Debt to (Loss) Income Before Income Taxes

(Dollars in Thousands)

     

 

   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

(Loss) Income Before Income Taxes

    $(30,471 )     $323  

Inventory Impairment Loss and Land Option Write-Offs

    414       3,184  

Unconsolidated Joint Venture Write-Downs

    660       -  

Gain on Extinguishment of Debt

    -       7,646  

(Loss) Before Income Taxes Excluding Land-Related Charges, Joint Venture Write-Downs and Gain on Extinguishment of Debt (a)

    $(29,397 )     $(4,139 )

 

(a) (Loss) Before Income Taxes Excluding Land-Related Charges, Joint Venture Write-Downs and Gain on Extinguishment of Debt is a non-GAAP financial measure. The most directly comparable GAAP financial measure is (Loss) Income Before Income Taxes.

 

6

 

 

Hovnanian Enterprises, Inc.

January 31, 2018

Gross Margin

(Dollars in Thousands)

   

Homebuilding Gross Margin

 
   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

Sale of Homes

    $401,577       $531,415  

Cost of Sales, Excluding Interest Expense (a)

    329,527       439,917  

Homebuilding Gross Margin, Before Cost of Sales Interest Expense and Land Charges (b)

    72,050       91,498  

Cost of Sales Interest Expense, Excluding Land Sales Interest Expense

    12,292       16,574  

Homebuilding Gross Margin, After Cost of Sales Interest Expense, Before Land Charges (b)

    59,758       74,924  

Land Charges

    414       3,184  

Homebuilding Gross Margin

    $59,344       $71,740  
                 

Gross Margin Percentage

    14.8 %     13.5 %

Gross Margin Percentage, Before Cost of Sales Interest Expense and Land Charges (b)

    17.9 %     17.2 %

Gross Margin Percentage, After Cost of Sales Interest Expense, Before Land Charges (b)

    14.9 %     14.1 %

 

   

Land Sales Gross Margin

 
   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

Land and Lot Sales

    $-       $7,001  

Cost of Sales, Excluding Interest and Land Charges (a)

    -       5,110  

Land and Lot Sales Gross Margin, Excluding Interest and Land Charges

    -       1,891  

Land and Lot Sales Interest

    -       1,748  

Land and Lot Sales Gross Margin, Including Interest and Excluding Land Charges

    $-       $143  

 

 

(a) Does not include cost associated with walking away from land options or inventory impairment losses which are recorded as Inventory impairment loss and land option write-offs in the Condensed Consolidated Statements of Operations.

 

(b) Homebuilding Gross Margin, Before Cost of Sales Interest Expense and Land Charges, and Homebuilding Gross Margin Percentage, before Cost of Sales Interest Expense and Land Charges, are non-GAAP financial measures. The most directly comparable GAAP financial measures are Homebuilding Gross Margin and Homebuilding Gross Margin Percentage, respectively.

 

 

7

 

 

Hovnanian Enterprises, Inc.

January 31, 2018

Reconciliation of Adjusted EBITDA to Net (Loss) 

(Dollars in Thousands)

   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

Net (Loss)

    $(30,809 )     $(143 )

Income Tax Provision

    338       466  

Interest Expense

    41,423       40,949  

EBIT (a)

    10,952       41,272  

Depreciation

    790       1,012  

Amortization of Debt Costs

    -       1,632  

EBITDA (b)

    11,742       43,916  

Inventory Impairment Loss and Land Option Write-offs

    414       3,184  

Gain on Extinguishment of Debt

    -       7,646  

Adjusted EBITDA (c)

    $12,156       $39,454  
                 

Interest Incurred

    $41,165       $38,699  
                 

Adjusted EBITDA to Interest Incurred

    0.30       1.02  

 

 

(a) EBIT is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net (loss). EBIT represents earnings before interest expense and income taxes.

(b) EBITDA is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net (loss). EBITDA represents earnings before interest expense, income taxes, depreciation and amortization.

(c) Adjusted EBITDA is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net (loss). Adjusted EBITDA represents earnings before interest expense, income taxes, depreciation, amortization, inventory impairment loss and land option write-offs and gain on extinguishment of debt.

 

 

Hovnanian Enterprises, Inc.

January 31, 2018

Interest Incurred, Expensed and Capitalized

(Dollars in Thousands)

   

Three Months Ended

 
   

January 31,

 
   

2018

   

2017

 
   

(Unaudited)

 

Interest Capitalized at Beginning of Period

    $71,051       $96,688  

Plus Interest Incurred

    41,165       38,699  

Less Interest Expensed

    41,423       40,949  

Interest Capitalized at End of Period (a)

    $70,793       $94,438  

 

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

 

8

 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

   

January 31,

2018

   

October 31,

2017

 
   

(Unaudited)

      (1)  

ASSETS

               

Homebuilding:

               

Cash and cash equivalents

    $278,158       $463,697  

Restricted cash and cash equivalents

    3,213       2,077  

Inventories:

               

Sold and unsold homes and lots under development

    807,714       744,119  

Land and land options held for future development or sale

    151,925       140,924  

Consolidated inventory not owned

    93,875       124,784  

Total inventories

    1,053,514       1,009,827  

Investments in and advances to unconsolidated joint ventures

    92,262       115,090  

Receivables, deposits and notes, net

    53,816       58,149  

Property, plant and equipment, net

    19,505       52,919  

Prepaid expenses and other assets

    43,544       37,026  

Total homebuilding

    1,544,012       1,738,785  
                 

Financial services cash and cash equivalents

    4,130       5,623  

Financial services other assets

    97,795       156,490  

Total assets

    $1,645,937       $1,900,898  
                 

LIABILITIES AND EQUITY

               

Homebuilding:

               

Nonrecourse mortgages secured by inventory, net of debt issuance costs

    $64,450       $64,512  

Accounts payable and other liabilities

    289,099       335,057  

Customers’ deposits

    34,389       33,772  

Nonrecourse mortgages secured by operating properties

    -       13,012  

Liabilities from inventory not owned, net of debt issuance costs

    68,040       91,101  

Revolving credit facility

    52,000       52,000  

Notes payable and term loan, net of discount and debt issuance costs

    1,545,324       1,627,674  

Total homebuilding

    2,053,302       2,217,128  
                 

Financial services

    81,638       141,914  

Income taxes payable

    2,186       2,227  

Total liabilities

    2,137,126       2,361,269  
                 

Stockholders’ equity deficit:

               

Preferred stock, $0.01 par value - authorized 100,000 shares; issued and outstanding 5,600 shares with a liquidation preference of $140,000 at January 31, 2018 and at October 31, 2017

    135,299       135,299  

Common stock, Class A, $0.01 par value – authorized 400,000,000 shares; issued 144,403,778 shares at January 31, 2018 and 144,046,073 shares at October 31, 2017

    1,444       1,440  

Common stock, Class B, $0.01 par value (convertible to Class A at time of sale) – authorized 60,000,000 shares; issued 16,162,230 shares at January 31, 2018 and 15,999,355 shares at October 31, 2017

    162       160  

Paid in capital – common stock

    706,451       706,466  

Accumulated deficit

    (1,219,185

)

    (1,188,376

)

Treasury stock – at cost – 11,760,763 shares of Class A common stock and 691,748 shares of Class B common stock at January 31, 2018 and October 31, 2017

    (115,360

)

    (115,360

)

Total stockholders’ equity deficit

    (491,189

)

    (460,371

)

Total liabilities and equity

    $1,645,937       $1,900,898  

 

(1) Derived from the audited balance sheet as of October 31, 2017.

 

9

 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Share and Per Share Data)

(Unaudited)

 

   

Three Months Ended January 31,

 
   

2018

   

2017

 

Revenues:

               

Homebuilding:

               

Sale of homes

    $401,577       $531,415  

Land sales and other revenues

    4,701       7,745  

Total homebuilding

    406,278       539,160  

Financial services

    10,888       12,849  

Total revenues

    417,166       552,009  
                 

Expenses:

               

Homebuilding:

               

Cost of sales, excluding interest

    329,527       445,027  

Cost of sales interest

    12,292       18,322  

Inventory impairment loss and land option write-offs

    414       3,184  

Total cost of sales

    342,233       466,533  

Selling, general and administrative

    43,231       44,408  

Total homebuilding expenses

    385,464       510,941  
                 

Financial services

    8,341       6,855  

Corporate general and administrative

    19,135       15,656  

Other interest

    29,131       22,627  

Other operations

    390       1,587  

Total expenses

    442,461       557,666  

Gain on extinguishment of debt

    -       7,646  

(Loss) from unconsolidated joint ventures

    (5,176

)

    (1,666

)

(Loss) income before income taxes

    (30,471

)

    323  

State and federal income tax provision (benefit):

               

State

    338       (18

)

Federal

    -       484  

Total income taxes

    338       466  

Net (loss)

    $(30,809

)

    $(143

)

                 

Per share data:

               

Basic:

               

Net (loss) per common share

    $(0.21 )     $(0.00 )

Weighted-average number of common shares outstanding

    148,028       147,535  

Assuming dilution:

               

Net (loss) per common share

    $(0.21 )     $(0.00 )

Weighted-average number of common shares outstanding

    148,028       147,535  

 

10

 

 

HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(SEGMENT DATA EXCLUDES UNCONSOLIDATED JOINT VENTURES)

(UNAUDITED)

 

                             

Three Months - January 31, 2018

                         
     

Contracts(1)

   

Deliveries

   

Contract

 
     

Three Months Ended

   

Three Months Ended

   

Backlog

 
     

January 31,

   

January 31,

   

January 31,

 
     

2018

   

2017

   

% Change

   

2018

   

2017

   

% Change

   

2018

   

2017

   

% Change

 

Northeast

                                                                         

(NJ, PA)

 Home

    46       83       (44.6 )%     40       104       (61.5 )%     104       183       (43.2 )%
 

 Dollars

    $25,363       $38,045       (33.3 )%     $20,192       $52,907       (61.8 )%     $56,949       $84,649       (32.7 )%
 

 Avg. Price

    $551,370       $458,369       20.3 %     $504,800       $508,726       (0.8 )%     $547,582       $462,563       18.4 %

Mid-Atlantic

                                                                         

(DE, MD, VA, WV)

 Home

    125       190       (34.2 )%     135       204       (33.8 )%     318       416       (23.6 )%
 

 Dollars

    $63,213       $102,246       (38.2 )%     $71,009       $100,159       (29.1 )%     $185,939       $251,062       (25.9 )%
 

 Avg. Price

    $505,704       $538,138       (6.0 )%     $525,988       $490,975       7.1 %     $584,715       $603,516       (3.1 )%

Midwest

                                                                         

(IL, OH)

 Home

    165       145       13.8 %     140       150       (6.7 )%     407       369       10.3 %
 

 Dollars

    $49,416       $45,566       8.4 %     $40,517       $43,651       (7.2 )%     $107,869       $106,443       1.3 %
 

 Avg. Price

    $299,493       $314,250       (4.7 )%     $289,405       $291,007       (0.6 )%     $265,034       $288,462       (8.1 )%

Southeast

                                                                         

(FL, GA, SC)

 Home

    127       108       17.6 %     132       138       (4.3 )%     280       302       (7.3 )%
 

 Dollars

    $50,455       $46,451       8.6 %     $56,674       $56,386       0.5 %     $114,163       $135,236       (15.6 )%
 

 Avg. Price

    $397,286       $430,104       (7.6 )%     $429,351       $408,594       5.1 %     $407,726       $447,801       (8.9 )%

Southwest

                                                                         

(AZ, TX)

 Home

    411       485       (15.3 )%     384       531       (27.7 )%     536       717       (25.2 )%
 

 Dollars

    $141,458       $170,884       (17.2 )%     $128,204       $183,260       (30.0 )%     $191,071       $273,268       (30.1 )%
 

 Avg. Price

    $344,180       $352,338       (2.3 )%     $333,865       $345,123       (3.3 )%     $356,476       $381,126       (6.5 )%

West

                                                                         

(CA)

 Home

    153       162       (5.6 )%     194       163       19.0 %     359       285       26.0 %
 

 Dollars

    $69,397       $84,423       (17.8 )%     $84,981       $95,052       (10.6 )%     $158,379       $169,512       (6.6 )%
 

 Avg. Price

    $453,575       $521,130       (13.0 )%     $438,046       $583,140       (24.9 )%     $441,166       $594,780       (25.8 )%

Consolidated Segment Total

                                                                         
 

 Home

    1,027       1,173       (12.4 )%     1,025       1,290       (20.5 )%     2,004       2,272       (11.8 )%
 

 Dollars

    $399,302       $487,615       (18.1 )%     $401,577       $531,415       (24.4 )%     $814,370       $1,020,170       (20.2 )%
 

 Avg. Price

    $388,805       $415,699       (6.5 )%     $391,782       $411,949       (4.9 )%     $406,372       $449,018       (9.5 )%

Unconsolidated Joint Ventures(2)

                                                                         
 

 Home

    223       139       60.4 %     116       108       7.4 %     542       291       86.3 %
 

 Dollars

    $137,221       $80,300       70.9 %     $58,099       $64,641       (10.1 )%     $354,038       $173,222       104.4 %
 

 Avg. Price

    $615,338       $577,697       6.5 %     $500,851       $598,531       (16.3 )%     $653,206       $595,264       9.7 %

Grand Total

                                                                         
 

 Home

    1,250       1,312       (4.7 )%     1,141       1,398       (18.4 )%     2,546       2,563       (0.7 )%
 

 Dollars

    $536,523       $567,915       (5.5 )%     $459,676       $596,056       (22.9 )%     $1,168,408       $1,193,392       (2.1 )%
 

 Avg. Price

    $429,218       $432,862       (0.8 )%     $402,871       $426,363       (5.5 )%     $458,919       $465,623       (1.4 )%

 

DELIVERIES INCLUDE EXTRAS

 

Notes:

 

(1) Contracts are defined as new contracts signed during the period for the purchase of homes, less cancellations of prior contracts.

(2) Represents home deliveries, home revenues and average prices for our unconsolidated homebuilding joint ventures for the period. We provide this data as a supplement to our consolidated results as an indicator of the volume managed in our unconsolidated homebuilding joint ventures. Our proportionate share of the income or loss of unconsolidated homebuilding and land development joint ventures is reflected as a separate line item in our consolidated financial statements under “(Loss) from unconsolidated joint ventures”.

 

 

11

 

 

HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(SEGMENT DATA UNCONSOLIDATED JOINT VENTURES ONLY)

(UNAUDITED)

 

                             

Three Months - January 31, 2018

                         
     

Contracts(1)

   

Deliveries

   

Contract

 
     

Three Months Ended

   

Three Months Ended

   

Backlog

 
     

January 31,

   

January 31,

   

January 31,

 
     

2018

   

2017

   

% Change

   

2018

   

2017

   

% Change

   

2018

   

2017

   

% Change

 

Northeast

                                                                         

(unconsolidated joint ventures)

 Home

    54       25       116.0 %     30       6       400.0 %     241       46       423.9 %

(NJ, PA)

 Dollars

    $44,664       $12,075       269.9 %     $14,900       $1,740       756.3 %     $186,443       $20,598       805.2 %
 

 Avg. Price

    $827,111       $483,000       71.2 %     $496,666       $290,000       71.3 %     $773,623       $447,782       72.8 %

Mid-Atlantic

                                                                         

(unconsolidated joint ventures)

 Home

    25       17       47.1 %     4       10       (60.0 )%     32       47       (31.9 )%

(DE, MD, VA, WV)

 Dollars

    $19,701       $9,428       109.0 %     $3,968       $5,189       (23.5 )%     $26,842       $34,328       (21.8 )%
 

 Avg. Price

    $788,040       $554,588       42.1 %     $992,000       $518,900       91.1 %     $838,813       $730,383       14.8 %

Midwest

                                                                         

(unconsolidated joint ventures)

 Home

    9       10       (10.0 )%     6       7       (14.3 )%     30       15       100.0 %

(IL, OH)

 Dollars

    $6,438       $7,226       (10.9 )%     $3,370       $5,616       (40.0 )%     $21,787       $11,198       94.6 %
 

 Avg. Price

    $715,333       $722,600       (1.0 )%     $561,666       $802,286       (30.0 )%     $726,233       $746,533       (2.7 )%

Southeast

                                                                         

(unconsolidated joint ventures)

 Home

    58       35       65.7 %     32       24       33.3 %     104       99       5.1 %

(FL, GA, SC)

 Dollars

    $26,071       $16,879       54.5 %     $15,465       $9,840       57.2 %     $47,416       $50,762       (6.6 )%
 

 Avg. Price

    $449,496       $482,260       (6.8 )%     $483,281       $409,995       17.9 %     $455,923       $512,748       (11.1 )%

Southwest

                                                                         

(unconsolidated joint ventures)

 Home

    49       12       308.3 %     15       0       0.0 %     91       19       378.9 %

(AZ, TX)

 Dollars

    $28,357       $8,666       227.2 %     $8,813       $0       0.0 %     $52,796       $13,143       301.7 %
 

 Avg. Price

    $578,713       $722,171       (19.9 )%     $587,533       $0       0.0 %     $580,175       $691,742       (16.1 )%

West

                                                                         

(unconsolidated joint ventures)

 Home

    28       40       (30.0 )%     29       61       (52.5 )%     44       65       (32.3 )%

(CA)

 Dollars

    $11,990       $26,026       (53.9 )%     $11,583       $42,256       (72.6 )%     $18,754       $43,193       (56.6 )%
 

 Avg. Price

    $428,216       $650,650       (34.2 )%     $399,413       $692,721       (42.3 )%     $426,227       $664,506       (35.9 )%

Unconsolidated Joint Ventures(2)

                                                                         
 

 Home

    223       139       60.4 %     116       108       7.4 %     542       291       86.3 %
 

 Dollars

    $137,221       $80,300       70.9 %     $58,099       $64,641       (10.1 )%     $354,038       $173,222       104.4 %
 

 Avg. Price

    $615,338       $577,697       6.5 %     $500,851       $598,531       (16.3 )%     $653,206       $595,264       9.7 %

 

DELIVERIES INCLUDE EXTRAS

Notes:

(1) Contracts are defined as new contracts signed during the period for the purchase of homes, less cancellations of prior contracts.

(2) Represents home deliveries, home revenues and average prices for our unconsolidated homebuilding joint ventures for the period. We provide this data as a supplement to our consolidated results as an indicator of the volume managed in our unconsolidated homebuilding joint ventures. Our proportionate share of the income or loss of unconsolidated homebuilding and land development joint ventures is reflected as a separate line item in our consolidated financial statements under “(Loss) from unconsolidated joint ventures”.

 

12

Categories

SEC Filings