grepcent public filings, reorganized for comparison

HOVNANIAN ENTERPRISES INC (HOV) FY 2021 MD&A

Verbatim Item 7 Management's Discussion and Analysis from HOVNANIAN ENTERPRISES INC's 10-K for fiscal year 2021. Filing date: 2022-01-04. Report date: 2021-10-31. Accession: 0001437749-22-000287.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: HOV · All MD&A years: index · Next year: FY 2022

ITEM 7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Hovnanian Enterprises, Inc. (“HEI”) conducts all of its homebuilding and financial services operations through its subsidiaries (references herein to the “Company,” “we,” “us” or “our” refer to HEI and its consolidated subsidiaries and should be understood to reflect the consolidated business of HEI’s subsidiaries).

Key Performance Indicators

The following key performance indicators are commonly used in the homebuilding industry and by management as a means to better understand our operating performance and trends affecting our business, and compare our performance with the performance of other homebuilders. We believe these key performance indicators also provide useful information to investors in analyzing our performance:

Column 1Column 2Column 3
Net contracts is a volume indicator which represents the number of new contracts executed during the period for the purchase of homes, less cancellations of contracts in the same period. The dollar value of net contracts represents the dollars associated with net contracts executed in the period. These values are an indicator of potential future revenues;
Column 1Column 2Column 3
Contract backlog is a volume indicator which represents the number of homes that are under contract, but not yet delivered as of the stated date. The dollar value of contract backlog represents the dollar amount of the homes in contract backlog. These values are an indicator of potential future revenues;
Column 1Column 2Column 3
Active selling communities is a volume indicator which represents the number of communities which are open for sale with ten or more home sites available as of the end of a period. We identify communities based on product type; therefore at times there are multiple communities at one land site. These values are an indicator of potential revenues;
Column 1Column 2Column 3
Net contracts per average active selling community is used to indicate the pace at which homes are being sold (put into contract) in active selling communities and is calculated by dividing the number of net contracts in a period by the average number of active selling communities in the same period. Sales pace is an indicator of market strength and demand; and

21

Table of Contents

Column 1Column 2Column 3
Contract cancellation rates is a volume indicator which represents the number of sales contracts cancelled in the period divided by the number of gross sales contracts executed during the period. Contract cancellation rates as a percentage of backlog is calculated by dividing the number of cancelled contracts in the period by the contract backlog at the beginning of the period. Cancellation rates as compared to prior periods can be an indicator of market strength or weakness.

Overview

Market Conditions and Operating Results

The demand for new and existing homes is dependent on a variety of demographic and economic factors, including job and wage growth, household formation, consumer confidence, mortgage financing, interest rates, inflation and overall housing affordability. In general, at the start of fiscal year 2020, factors including rising levels of household formation, a constrained supply of new and used homes, wage growth, strong employment conditions and mortgage rates that continue to be low by historical standards were contributing to improving conditions for new home sales.

In March 2020, as a result of the initial impact of COVID-19, we experienced adverse business conditions, including a slowdown in customer traffic and sales pace and an increase in cancellations. However, beginning in May 2020, the homebuilding market rapidly improved, due to what we believe is a combination of factors including low interest rates, low inventory levels of existing homes and a general desire for more indoor and outdoor space. During the third quarter and continuing through the fourth quarter of fiscal 2020, we returned to our normal activities with respect to land purchases, land development and resuming the construction of unsold homes. As a result, our operating metrics improved significantly in fiscal 2020 as compared to fiscal 2019, and improved even further in fiscal 2021, as described below.

Our cash position allowed us to spend $698.3 million on land purchases and land development and to repurchase $180.9 million of senior secured notes during fiscal 2021, and still have total liquidity of $380.9 million, including $246.0 million of homebuilding cash and cash equivalents as of October 31, 2021 and $125.0 million of borrowing capacity under our senior secured revolving credit facility as of October 31, 2021.

Additional results for the year ended October 31, 2021 were as follows:

● For the year ended October 31, 2021, sale of homes revenues increased 18.7% as compared to the prior year, as a result of a 9.1% increase in deliveries, from the sustained strong homebuilding market and high demand for new home construction that began in fiscal 2020, along with an increase in average sales price.

● Gross margin percentage increased from 14.7% for the year ended October 31, 2020 to 18.6% for the year ended October 31, 2021, and gross margin percentage, before cost of sales interest expense and land charges, increased from 18.4% for the year ended October 31, 2020 to 21.8% for the year ended October 31, 2021. The increases were primarily due to increases in home prices in virtually all of our markets during fiscal 2021 as a result of the strong housing market.

● Selling, general and administrative costs (including corporate general and administrative expenses) increased $34.8 million for the year ended October 31, 2021 as compared to the prior year. The increase was primarily attributed to a change in volume of our unconsolidated joint venture deliveries, and an increase in compensation expense. The increase in compensation expense was mostly attributed to our long-term incentive programs now forecasted to achieve above target metrics as a result of improved operating results and our higher stock price. Despite the increase in dollars, as a percentage of total revenue, such costs decreased to 9.9% for the year ended October 31, 2021 compared to 10.3% for the year ended October 31, 2020.

● Pre-tax income increased to $189.9 million for the year ended October 31, 2021 from pre-tax income of $55.4 million for the year ended October 31, 2020. Net income increased to $607.8 million for the year ended October 31, 2021 (which includes the benefit from the reduction in our deferred tax asset valuation allowance) from net income of $50.9 million for the year ended October 31, 2020. Earnings per share, basic and diluted, increased to $87.50 and $85.86, respectively, for the year ended October 31, 2021, including the benefit from the reduction in our deferred tax asset valuation allowance, compared to earnings per share, basic and diluted of $7.48 and $7.03, respectively, for the year ended October 31, 2020.

● Net contracts per average active selling community increased to 55.3 for the year ended October 31, 2021 compared to 54.3 in the prior year. This strong absorption pace resulted in our average active selling communities at October 31, 2021 decreasing by 14.8% compared to  October 31, 2020.

● Net contracts decreased 13.4% for the year ended October 31, 2021, compared to the prior year, as a result of the decrease in average active selling communities.

● Contract backlog decreased from 3,402 homes at October 31, 2020 to 3,247 homes at October 31, 2021. However, the dollar value of contract backlog increased to $1.6 billion in connection with the increase in home prices discussed above, representing a 15.4% increase in dollar value compared to the prior year.

Despite the overall improvement during fiscal 2021, labor and material shortages that were initially due to the COVID-19 pandemic have worsened and continued despite resumption of pre-pandemic levels of economic activity while the full magnitude and duration of the COVID-19 pandemic and its effects remain unknown. We may experience material declines in our net contracts, deliveries, revenues, cash flow and/or profitability during fiscal 2022 and beyond, compared to the corresponding prior-year periods. In addition, if conditions in the overall housing market or in a specific market worsen in the future beyond our current expectations, if future changes in our business strategy significantly affect any key assumptions used in our projections of future cash flows, or if there are material changes in any of the other items we consider in assessing recoverability, we may recognize charges in future periods for inventory impairments related to our current inventory assets or other reorganization activities. Any such charges could be material to our consolidated financial statements.

22

Table of Contents

Critical Accounting Policies

Management believes that the following critical accounting policies require its most significant judgments and estimates used in the preparation of the consolidated financial statements:

Income Recognition from Mortgage Loans - Our Financial Services segment originates mortgages, primarily for our homebuilding customers. We use mandatory investor commitments and forward sales of mortgage backed securities (“MBS”) to hedge our mortgage-related interest rate exposure on agency and government loans.

We elected the fair value option for our mortgage loans held for sale in accordance with Accounting Standards Codification (“ASC”) 825, “Financial Instruments,” which permits us to measure our loans held for sale at fair value. Management believes that the election of the fair value option for loans held for sale improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions.

Substantially all of the mortgage loans originated are sold within a short period of time in the secondary mortgage market on a servicing released, nonrecourse basis, although the Company remains liable for certain limited representations, such as fraud, and warranties related to loan sales. Mortgage investors could seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations and warranties. We have established reserves for probable losses. While we believe these reserves are adequate for known losses and projected repurchase requests, given the volatility in the mortgage industry and the uncertainty regarding the ultimate resolution of these claims, if either actual repurchases or the losses incurred resolving those repurchases exceed our expectations, additional expense may be incurred.

Inventories - Inventories consist of land, land development, home construction costs, capitalized interest, construction overhead and property taxes. 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.

We record inventories in our consolidated balance sheets at cost unless the inventory is determined to be impaired, in which case the inventory is written down to its fair value. Our inventories consist of the following three components: (1) sold and unsold homes and lots under development, which includes all construction, land, capitalized interest and land development costs related to started homes and land under development in our active communities; (2) land and land options held for future development or sale, which includes all costs related to land in our communities in planning or mothballed communities; and (3) consolidated inventory not owned, which includes all costs related to variable interest entities and other options, which consists primarily of model homes financed with an investor and inventory related to land banking arrangements accounted for as financings.

We decide to mothball (or stop development on) certain communities when we determine that the current performance does not justify further investment at the time. When we decide to mothball a community, the inventory is reclassified on our Consolidated Balance Sheets from “Sold and unsold homes and lots under development” to “Land and land options held for future development or sale.” As of October 31, 2021, the net book value associated with our 6 mothballed communities was $4.3 million, net of impairment charges recorded in prior periods of $57.5 million. We regularly review communities to determine if mothballing is appropriate. During fiscal 2021, we did not mothball any additional communities, but we sold four previously mothballed communities and we re-activated two previously mothballed communities and portions of two previously mothballed communities.

We sell and lease back certain of our model homes with the right to participate in the potential profit when each home is sold to a third party at the end of the respective lease. As a result of our continued involvement, for accounting purposes in accordance with ASC 606-10-55-68, these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of our Consolidated Balance Sheets, at October 31, 2021, inventory of $32.5 million was recorded to “Consolidated inventory not owned,” with a corresponding amount of $31.5 million recorded to “Liabilities from inventory not owned.”

We have land banking arrangements, whereby we sell our land parcels to the land banker and they provide us an option to purchase back finished lots on a quarterly basis. Because of our options to repurchase these parcels, for accounting purposes, in accordance with ASC 606-10-55-70, these transactions are considered financings rather than sales. For purposes of our Consolidated Balance Sheets, at October 31, 2021, inventory of $66.2 million was recorded as “Consolidated inventory not owned,” with a corresponding amount of $31.3 million recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

The recoverability of inventories and other long-lived assets is assessed in accordance with the provisions of ASC 360-10, “Property, Plant and Equipment − Overall” (“ASC 360-10”). ASC 360-10 requires long-lived assets, including inventories, held for development to be evaluated for impairment based on undiscounted future cash flows of the assets at the lowest level for which there are identifiable cash flows. As such, we evaluate inventories for impairment at the individual community level, the lowest level of discrete cash flows that we measure.

23

Table of Contents

We evaluate inventories of communities under development and held for future development for impairment when indicators of potential impairment are present. Indicators of impairment include, but are not limited to, decreases in local housing market values, decreases in gross margins or sales absorption rates, decreases in net sales prices (base sales price net of sales incentives), or actual or projected operating or cash flow losses. The assessment of communities for indication of impairment is performed quarterly. As part of this process, we prepare detailed budgets for all of our communities at least semi-annually and identify those communities with a projected operating loss. For those communities with projected losses, we estimate the remaining undiscounted future cash flows and compare those to the carrying value of the community, to determine if the carrying value of the asset is recoverable.

The projected operating profits, losses, or cash flows of each community can be significantly impacted by our estimates of the following:

future base selling prices;
future home sales incentives;
future home construction and land development costs; and
future sales absorption pace and cancellation rates.

These estimates are dependent upon specific market conditions for each community. While we consider available information to determine what we believe to be our best estimates as of the end of a quarterly reporting period, these estimates are subject to change in future reporting periods as facts and circumstances change. Local market-specific conditions that may impact our estimates for a community include:

the intensity of competition within a market, including available home sales prices and home sales incentives offered by our competitors;
the current sales absorption pace for both our communities and competitor communities;
community specific attributes, such as location, availability of lots in the market, desirability and uniqueness of our community, and the size and style of homes currently being offered;
potential for alternative product offerings to respond to local market conditions;
changes by management in the sales strategy of the community;
current local market economic and demographic conditions and related trends of forecasts; and
existing home inventory supplies, including foreclosures and short sales.

These and other local market-specific conditions that may be present are considered by management in preparing projection assumptions for each community. The sales objectives can differ between our communities, even within a given market. For example, facts and circumstances in a given community may lead us to price our homes with the objective of yielding a higher sales absorption pace, while facts and circumstances in another community may lead us to price our homes to minimize deterioration in our gross margins, although it may result in a slower sales absorption pace. In addition, the key assumptions included in our estimate of future undiscounted cash flows may be interrelated. For example, a decrease in estimated base sales price or an increase in homes sales incentives may result in a corresponding increase in sales absorption pace. Additionally, a decrease in the average sales price of homes to be sold and closed in future reporting periods for one community that has not been generating what management believes to be an adequate sales absorption pace may impact the estimated cash flow assumptions of a nearby community. Changes in our key assumptions, including estimated construction and development costs, absorption pace and selling strategies, could materially impact future cash flow and fair-value estimates. Due to the number of possible scenarios that would result from various changes in these factors, we do not believe it is possible to develop a sensitivity analysis with a level of precision that would be meaningful to an investor.

If the undiscounted cash flows are more than the carrying value of the community, then the carrying amount is recoverable, and no impairment adjustment is required. However, if the undiscounted cash flows are less than the carrying amount, then the community is deemed impaired and is written down to its fair value. We determine the estimated fair value of each community by determining the present value of its estimated future cash flows at a discount rate commensurate with the risk of the respective community, or in limited circumstances, prices for land in recent comparable sale transactions, market analysis studies, which include the estimated price a willing buyer would pay for the land (other than in a forced liquidation sale), and recent bona fide offers received from outside third parties. Our discount rates used for all impairments recorded from October 31, 2019 to October 31, 2021 ranged from 17.3% to 19.3%. The estimated future cash flow assumptions are virtually the same for both our recoverability and fair value assessments. Should the estimates or expectations used in determining estimated cash flows or fair value, including discount rates, decrease or differ from current estimates in the future, we may be required to recognize additional impairments related to current and future communities. The impairment of a community is allocated to each lot on a relative fair value basis.

From time to time, we write off deposits and approval, engineering and capitalized interest costs when we determine that it is no longer probable that we will exercise options to buy land in specific locations or when we redesign communities and/or abandon certain engineering costs. In deciding not to exercise a land option, we take into consideration changes in market conditions, the timing of required land takedowns, the willingness of land sellers to modify terms of the land option contract (including timing of land takedowns), and the availability and best use of our capital, among other factors. The write-off is recorded in the period it is deemed not probable that the optioned property will be acquired. In certain instances, we have been able to recover deposits and other pre-acquisition costs that were previously written off. These recoveries have not been significant in comparison to the total costs written off.

24

Table of Contents

Inventories held for sale are land parcels ready for sale in their current condition, where we have decided not to build homes but are instead actively marketing for sale. These land parcels represented $2.0 million of our total inventories at  October 31, 2020, and are reported at the lower of carrying amount or fair value less costs to sell. There were no inventories held for sale at October 31, 2021. In determining fair value for land held for sale, management considers, among other things, prices for land in recent comparable sale transactions, market analysis studies, which include the estimated price a willing buyer would pay for the land (other than in a forced liquidation sale) and recent bona fide offers received from outside third parties.

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 the joint ventures vary but our voting interests are generally 50% or less. In determining whether or not we must consolidate joint ventures where we are the managing member of the joint venture, we assess whether the other partners have specific rights to overcome the presumption of control by us as the manager of the joint venture. In most cases, the presumption is overcome because the joint venture agreements require that both partners agree on establishing the significant operating and capital decisions of the partnership, including budgets, in the ordinary course of business. The evaluation of whether or not we control a venture can require significant judgment. In accordance with ASC 323-10, “Investments - Equity Method and Joint Ventures – Overall,” we assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment below its carrying amount is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on the joint venture’s projected cash flows. This process requires significant management judgment and estimates. During fiscal 2021 and 2020, we did not write down any of our unconsolidated joint venture investments.

Warranty Costs and Construction Defect Reserves - We accrue for warranty costs that are covered under our existing general liability and construction defect policy as part of our general liability insurance deductible. This accrual is expensed as selling, general, and administrative costs. For homes delivered in fiscal 2021 and 2020, our deductible under our general liability insurance was a $20 million aggregate for construction defect and warranty claims. For bodily injury claims, our deductible per occurrence in fiscal 2021 and 2020 was $0.25 million, up to a $5 million limit. Our aggregate retention for construction defect, warranty and bodily injury claims was $20 million for fiscal 2021 and 2020. We do not have a deductible on our worker's compensation insurance. Reserves for estimated losses for construction defects, warranty and bodily injury claims have been established using the assistance of a third-party actuary. We engage a third-party actuary that uses our historical warranty and construction defect data to assist our management in estimating our unpaid claims, claim adjustment expenses and incurred but not reported claims reserves for the risks that we are assuming under the general liability and construction defect programs. The estimates include provisions for inflation, claims handling and legal fees. These estimates are subject to a high degree of variability due to uncertainties such as trends in construction defect claims relative to our markets and the types of products we build, claim settlement patterns, insurance industry practices and legal interpretations, among others. Because of the high degree of judgment required in determining these estimated liability amounts, actual future costs could differ significantly from our currently estimated amounts. In addition, we establish a warranty accrual for lower cost-related issues to cover home repairs, community amenities and land development infrastructure that are not covered under our general liability and construction defect policy. We accrue an estimate for these warranty costs as part of cost of sales at the time each home is closed and title and possession have been transferred to the homebuyer. See Note 16 to the Consolidated Financial Statements for additional information on the amount of warranty costs recognized in cost of goods sold and administrative expenses.

Deferred Income Taxes - Deferred income taxes are provided for temporary differences between amounts recorded for financial reporting and for income tax purposes. If 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 forward to future years to recover the deferred tax assets. The Company evaluates all significant available positive and negative evidence, including the existence of losses in recent years and its forecast of future taxable income, in assessing the need for a valuation allowance. The underlying assumptions the Company uses in forecasting future taxable income require significant judgment and take into account the Company's recent performance. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which temporary differences or carry-forwards are deductible or creditable. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

In evaluating the exposures associated with our various tax filing positions, we recognize tax liabilities in accordance with ASC 740-10, for more likely than not exposures. We re-evaluate the exposures associated with our tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity by taxing authorities, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. A number of years may elapse before a particular matter for which we have established a liability is audited and fully resolved or clarified. We adjust our liability for unrecognized tax benefits and income tax provision in the period in which an uncertain tax position is effectively settled, or the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a liability that is materially different from our current estimate. Any such changes will be reflected as increases or decreases to income tax expense in the period in which they are determined.

Recent Accounting Pronouncements

See Note 3 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Capital Resources and Liquidity

Our operations consist primarily of residential housing development and sales in the Northeast (New Jersey and Pennsylvania), the Mid-Atlantic (Delaware, Maryland, Virginia, Washington D.C. and West Virginia), the Midwest (Illinois and Ohio), the Southeast (Florida, Georgia and South Carolina), the Southwest (Arizona and Texas) and the West (California). In addition, we provide certain financial services to our homebuilding customers.

We have historically funded our homebuilding and financial services operations with cash flows from operating activities, borrowings under our credit facilities, the issuance of new debt and equity securities and other financing activities. Due to covenant restrictions in our debt instruments, we are currently limited primarily in the amount of secured debt we can incur that does not qualify as refinancing indebtedness, even if market conditions, including then-current market available interest rates (in recent years, we have not been able to access the traditional capital and bank lending markets at competitive interest rates due to our highly leveraged capital structure), would otherwise be favorable, which could also impact our ability to grow our business.

25

Table of Contents

Operating, Investing and Financing Activities – Overview

Our total liquidity at October 31, 2021 was $380.9 million, including $246.0 million in homebuilding cash and cash equivalents and $125.0 million of borrowing capacity under our senior secured revolving credit facility, after using $180.9 million for the full redemption of our 10.0% Senior Secured Notes due 2022 in the third quarter of fiscal 2021 and our 10.5% Senior Secured Notes due 2024 in the fourth quarter of fiscal 2021. This was above our target liquidity range of $170.0 to $245.0 million. The unprecedented public health and governmental efforts to contain the COVID-19 pandemic have created significant uncertainty as to general economic and housing market conditions for fiscal 2022 and beyond. We believe that these sources of cash together with available borrowings on our senior secured revolving credit facility will be sufficient through fiscal 2022 to finance our working capital requirements.

We spent $698.3 million on land and land development during fiscal 2021. After considering this land and land development and all other operating activities, including revenue received from deliveries, we had $210.2 million in cash provided from operations. During fiscal 2021, cash provided by investing activities was $9.0 million, primarily due to distributions from existing unconsolidated joint ventures, partially offset by an investment in a new unconsolidated joint venture. Cash used in financing activities was $217.3 million during fiscal 2021, which was primarily due to the full redemption of certain of our senior secured debt, as described above, along with net payments for nonrecourse mortgage financings, partially offset by net proceeds on our mortgage warehouse lines of credit. We intend to continue to use nonrecourse mortgage financings, model sale leaseback, joint ventures, and, subject to covenant restrictions in our debt instruments, land banking programs as our business needs dictate.

Our cash uses during the years ended October 31, 2021 and 2020 were for operating expenses, land purchases, land deposits, land development, construction spending, state income taxes, interest payments, financing transaction costs, debt repurchases, litigation matters and investments in unconsolidated joint ventures. During these periods, we provided for our cash requirements from available cash on hand, housing and land sales, financing transactions, model sale leasebacks, land banking transactions, unconsolidated joint ventures, financial service revenues and other revenues.

Our net income (loss) historically does not approximate cash flow from operating activities. The difference between net income (loss) and cash flow from operating activities is primarily caused by changes in inventory levels together with changes in receivables, prepaid and other assets, mortgage loans held for sale, interest and other accrued liabilities, deferred income taxes, accounts payable and other liabilities, noncash charges relating to depreciation and stock compensation awards and impairment losses for inventory. When we are expanding our operations, inventory levels, prepaids and other assets increase causing cash flow from operating activities to decrease. Certain liabilities also increase as operations expand and partially offset the negative effect on cash flow from operations caused by the increase in inventory levels, prepaids and other assets. Similarly, as our mortgage operations expand, net income from these operations increases, but for cash flow purposes net income is partially offset by the net change in mortgage assets and liabilities. The opposite is true as our investment in new land purchases and development of new communities decrease, causing us to generate positive cash flow from operations.

See “Inventory Activities” below for a detailed discussion of our inventory position.

Debt Transactions

Senior notes and credit facilities balances as of October 31, 2021 and October 31, 2020, were as follows:

October 31,October 31,
(In thousands)20212020
Senior Secured Notes:
10.0% Senior Secured Notes due July 15, 2022$-$111,214
10.5% Senior Secured Notes due July 15, 2024-69,683
10.0% Senior Secured 1.75 Lien Notes due November 15, 2025158,502158,502
7.75% Senior Secured 1.125 Lien Notes due February 15, 2026350,000350,000
10.5% Senior Secured 1.25 Lien Notes due February 15, 2026282,322282,322
11.25% Senior Secured 1.5 Lien Notes due February 15, 2026162,269162,269
Total Senior Secured Notes$953,093$1,133,990
Senior Notes:
8.0% Senior Notes due November 1, 2027 (1)$-$-
13.5% Senior Notes due February 1, 202690,59090,590
5.0% Senior Notes due February 1, 204090,12090,120
Total Senior Notes$180,710$180,710
Senior Unsecured Term Loan Credit Facility due February 1, 2027$39,551$39,551
Senior Secured 1.75 Lien Term Loan Credit Facility due January 31, 2028$81,498$81,498
Senior Secured Revolving Credit Facility (2)$-$-
Subtotal notes payable$1,254,852$1,435,749
Net (discounts) premiums$10,769$17,521
Net debt issuance costs$(17,248)$(22,160)
Total notes payable, net of discounts, premiums and debt issuance costs$1,248,373$1,431,110

(1) $26.0 million of 8.0% Senior Notes due 2027 (the "8.0% 2027 Notes") are owned by a wholly-owned consolidated subsidiary of HEI. Therefore, in accordance with GAAP, such notes are not reflected on the Consolidated Balance Sheets of HEI. On November 1, 2019, the maturity of the 8.0% 2027 Notes was extended to November 1, 2027.

(2) At October 31, 2021, provides for up to $125.0 million in aggregate amount of senior secured first lien revolving loans. Availability thereunder will terminate on December 28, 2022.

Except for K. Hovnanian, the issuer of the notes and borrower under the Credit Facilities (as defined below), our home mortgage subsidiaries, certain of our title insurance subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures, we and each of our subsidiaries are guarantors of the Credit Facilities, the senior secured notes and senior notes outstanding at October 31, 2021 (except for the 8.0% 2027 Notes which are not guaranteed by K. Hovnanian at Sunrise Trail III, LLC, a wholly-owned subsidiary of the Company) (collectively, the “Notes Guarantors”).

26

Table of Contents

The credit agreements governing the Credit Facilities and the indentures governing the senior secured and senior notes (together, the “Debt Instruments”) outstanding at October 31, 2021 do not contain any financial maintenance covenants, but do contain restrictive covenants that limit, among other things, the ability of HEI and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (other than non-recourse indebtedness, certain permitted indebtedness and refinancing indebtedness), pay dividends and make distributions on common and preferred stock, repay certain indebtedness prior to its respective stated maturity, repurchase (including through exchanges) common and preferred stock, make other restricted payments (including investments), sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of their assets and enter into certain transactions with affiliates. The Debt Instruments also contain customary events of default which would permit the lenders or holders thereof to exercise remedies with respect to the collateral (as applicable), declare the loans made under the Unsecured Term Loan Facility (defined below) (the “Unsecured Term Loans”), loans made under the Secured Term Loan Facility (defined below) (the “Secured Term Loans”) and loans made under the Secured Credit Agreement (as defined below) (the “Secured Revolving Loans”) or notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Unsecured Term Loans, Secured Term Loans, Secured Revolving Loans or notes or other material indebtedness, cross default to other material indebtedness, the failure to comply with agreements and covenants and specified events of bankruptcy and insolvency, with respect to the Unsecured Term Loans, Secured Term Loans and Secured Revolving Loans, material inaccuracy of representations and warranties and with respect to the Unsecured Term Loans, Secured Term Loans and Secured Revolving Loans, a change of control, and, with respect to the Secured Term Loans, Secured Revolving Loans and senior secured notes, the failure of the documents granting security for the obligations under the secured Debt Instruments to be in full force and effect, and the failure of the liens on any material portion of the collateral securing the obligations under the secured Debt Instruments to be valid and perfected. As of October 31, 2021, we believe we were in compliance with the covenants of the Debt Instruments.

If our consolidated fixed charge coverage ratio is less than 2.0 to 1.0, as defined in the applicable Debt Instrument, we are restricted from making certain payments and dividends (in such case our secured debt leverage ratio must also be less than 4.0 to 1.0), and from incurring indebtedness other than certain permitted indebtedness, refinancing indebtedness and nonrecourse indebtedness. As of October 31, 2021, as a result of our improved operating results, our fixed coverage ratio is above 2.0 to 1.0 and our secured debt leverage ratio is below 4.0 to 1.0, therefore we are no longer restricted from paying dividends. As such, on December 3, 2021, our Board of Directors authorized a dividend payment to preferred shareholders of record on January 1, 2022 and which will be paid on January 15, 2022.

Under the terms of our Debt Instruments, we have the right to make certain redemptions and prepayments and, depending on market conditions, our strategic priorities and covenant restrictions, may do so from time to time. We also continue to actively analyze and evaluate our capital structure and explore transactions to simplify our capital structure and to strengthen our balance sheet, including those that reduce leverage, interest rates and/or extend maturities, and will seek to do so with the right opportunity. We may also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, exchange offers, redemptions, open market purchases, private transactions, or otherwise, or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.

Any liquidity-enhancing or other capital raising or refinancing transaction will depend on identifying counterparties, negotiation of documentation and applicable closing conditions and any required approvals. Due to covenant restrictions in our Debt Instruments, we are currently limited in the amount of debt we can incur that does not qualify as refinancing indebtedness, even if market conditions, including then-current market available interest rates (in recent years, we have not been able to access the traditional capital and bank lending markets at competitive interest rates due to our highly leveraged capital structure), would otherwise be favorable, which could also impact our ability to grow our business.

See Note 9 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a further discussion of K. Hovnanian’s Credit Facilities, senior secured notes and senior notes, including information with respect to the collateral securing our Debt Instruments.

Mortgages and Notes Payable

We have nonrecourse mortgage loans for certain communities totaling $125.1 million and $135.1 million (net of debt issuance costs) at October 31, 2021 and October 31, 2020, respectively, which are secured by the related real property, including any improvements, with an aggregate book value of $448.5 million and $368.1 million, respectively. The weighted-average interest rate on these obligations was 4.4% and 6.4% at October 31, 2021 and October 31, 2020, respectively, and the mortgage loan payments on each community primarily correspond to home deliveries.

Our wholly owned mortgage banking subsidiary, K. Hovnanian American Mortgage, LLC (“K. Hovnanian Mortgage”), originates mortgage loans primarily from the sale of our homes. Such mortgage loans and related servicing rights are sold in the secondary mortgage market within a short period of time. In certain instances, we retain the servicing rights for a small amount of loans. K. Hovnanian Mortgage finances the origination of mortgage loans through various master repurchase agreements, which are recorded in “Financial services” liabilities on the Consolidated Balance Sheets. The loans are secured by the mortgages held for sale and are repaid when we sell the underlying mortgage loans to permanent investors. As of October 31, 2021 and 2020, we had an aggregate of $134.9 million and $87.2 million, respectively, outstanding under several of K. Hovnanian Mortgage’s short-term borrowing facilities.

See Note 8 to the Consolidated Financial Statements for a discussion of these agreements and facilities.

Equity

On July 3, 2001, our Board of Directors authorized a stock repurchase program to purchase up to 0.2 million shares of Class A Common Stock. We did not repurchase any shares under this program during fiscal 2021 or 2020. As of October 31, 2021, the maximum number of shares of Class A Common Stock that may yet be purchased under this program is 22 thousand. (See Part II, Item 5 for information on equity purchases).

On July 12, 2005, we issued 5,600 shares of 7.625% Series A Preferred Stock, with a liquidation preference of $25,000 per share. Dividends on the Series A Preferred Stock are not cumulative and are payable at an annual rate of 7.625%. The Series A Preferred Stock is not convertible into the Company’s common stock and is redeemable in whole or in part at our option at the liquidation preference of the shares. The Series A Preferred Stock is traded as depositary shares, with each depositary share representing 1/1000th of a share of Series A Preferred Stock. The depositary shares are listed on the NASDAQ Global Market under the symbol “HOVNP.” In fiscal 2021, 2020 and 2019, we did not make any dividend payments on the Series A Preferred Stock as a result of covenant restrictions in our debt instruments. We have never paid a cash dividend to common stockholders. Due to our improved operating results, as of October 31, 2021 we are no longer restricted from making dividend payments under our debt instruments. On December 3, 2021, our Board of Directors authorized a dividend payment of $2.7 million to preferred shareholders of record on January 1, 2022 and which will be paid on January 15, 2022.

27

Table of Contents

On October 31, 2019, in connection with the issuance of the 7.75% Senior Secured 1.25 Lien Notes due 2026, we issued and sold an aggregate of 178,427 shares of Class A Common Stock, par value $0.01 per share (and associated Preferred Stock Purchase Rights), to the purchasers of such Notes for an aggregate purchase price of $1,784.27. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Unconsolidated Joint Ventures

As discussed in Note 20 – Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial Statements, we have investments in unconsolidated joint ventures in various markets where our homebuilding operations are located. Our unconsolidated joint ventures had total combined assets of $611.8 million at October 31, 2021 and $540.2 million at October 31, 2020. Our investments in unconsolidated joint ventures totaled $60.9 million at October 31, 2021 and $103.2 million at October 31, 2020. As of October 31, 2021 and 2020, our unconsolidated joint ventures had outstanding debt totaling $74.0 and $117.2 million, respectively, under separate construction loan agreements with different third-party lenders and affiliates of certain investment partners to finance their respective land development activities, with the outstanding debt secured by the corresponding underlying property and related project assets and non-recourse to us. While we and our unconsolidated joint venture partners provide certain guarantees and indemnities to the lender, we do not have a guaranty or any other obligation to repay our outstanding debt or to support the value of the collateral underlying the outstanding debt. We do not believe that our existing exposure under our guaranty and indemnity obligations related to the outstanding debt is material to our consolidated financial statements. See also Note 19 – Variable Interest Entities in the Notes to Consolidated Financial Statements. We determined that none of our joint ventures at October 31, 2021 and 2020 were a variable interest entity. All our unconsolidated joint ventures were accounted for under the equity method because we did not have a controlling financial interest.

Inventory Activities

Total inventory, excluding consolidated inventory not owned, increased $142.0 million during the year ended October 31, 2021, from October 31, 2020. Total inventory, excluding consolidated inventory not owned, increased in the Northeast by $35.9 million, in the Midwest by $2.9 million, in the Southeast by $41.9 million and in the Southwest by $91.0 million. These increases were partially offset by decreases in the Mid-Atlantic of $5.0 million and in the West of $24.7 million. These inventory fluctuations were primarily attributable to new land purchases and land development, partially offset by home deliveries and land sales during the period. During the year ended October 31, 2021, we had aggregate impairments in the amount of $2.0 million. We wrote-off costs in the aggregate amount of $1.6 million during the year ended October 31, 2021 related to land options that expired or that we terminated, as the communities’ forecasted profitability was not projected to produce adequate returns on investment commensurate with the risk. In the last few years, we have been able to acquire new land parcels at prices that we believe will generate reasonable returns under current homebuilding market conditions. This trend may not continue in either the near or the long term. Substantially all homes under construction or completed and included in inventory at October 31, 2021 are expected to be closed during the next six to nine months.

Consolidated inventory not owned decreased $83.5 million. Consolidated inventory not owned consists of options related to land banking and model financing transactions that were added to our Consolidated Balance Sheets in accordance with US GAAP. The decrease from October 31, 2020 to October 31, 2021 was primarily due to a decrease in land banking transactions along with a decrease in the sale and leaseback of certain model homes during the period. We have land banking arrangements, whereby we sell land parcels to the land bankers and they provide us an option to purchase back finished lots on a predetermined schedule. Because of our options to repurchase these parcels, for accounting purposes in accordance with ASC 606-10-55-70, these transactions are considered a financing rather than a sale. For purposes of our Consolidated Balance Sheet, at October 31, 2021, inventory of $66.2 million was recorded to “Consolidated inventory not owned,” with a corresponding amount of $31.3 million (net of debt issuance costs) recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions. In addition, we sell and lease back certain of our model homes with the right to participate in the potential profit when each home is sold to a third party at the end of the respective lease. As a result of our continued involvement, for accounting purposes in accordance with ASC 606-10-55-68, these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of our Consolidated Balance Sheet, at October 31, 2021, inventory of $32.5 million was recorded to “Consolidated inventory not owned,” with a corresponding amount of $31.5 million (net of debt issuance costs) recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

When possible, we option property for development prior to acquisition. By optioning property, we are only subject to the loss of the cost of the option and predevelopment costs if we choose not to exercise the option. As a result, our commitment for major land acquisitions is reduced. The costs associated with optioned properties are included in “Land and land options held for future development or sale” on the Consolidated Balance Sheets. Also included in “Land and land options held for future development or sale” are amounts associated with inventory in mothballed communities. We mothball (or stop development on) certain communities when we determine the current performance does not justify further investment at the time. That is, we believe we will generate higher returns if we decide against spending money to improve land today and save the raw land until such time as the markets improve or we determine to sell the property. As of October 31, 2021, we had mothballed land in 6 communities. The book value associated with these communities at October 31, 2021 was $4.3 million, which was net of impairment charges recorded in prior periods of $57.5 million. We continually review communities to determine if mothballing is appropriate. During fiscal 2021, we did not mothball any additional communities, but we sold four  previously mothballed communities and we re-activated two previously mothballed communities and portions of two previously mothballed communities.

Inventories held for sale, which are land parcels where we have decided not to build homes, and are actively marketing the land for sale, represented $2.0 million of our total inventories held for sale at October 31, 2020 and are reported at the lower of carrying amount or fair value less costs to sell. There were no inventories held for sale at October 31, 2021. In determining fair value for land held for sale, management considers, among other things, prices for land in recent comparable sale transactions, market analysis studies, which include the estimated price a willing buyer would pay for the land (other than in a forced liquidation sale) and recent bona fide offers received from outside third parties.

In the ordinary course of business, we enter into land and lot option purchase contracts in order to procure land or lots for the construction of homes. Lot option contracts enable us to control significant lot positions with a minimal capital investment and substantially reduce the risks associated with land ownership and development. At October 31, 2021, we had total cash deposits of $100.1 million to purchase land and lots with a total purchase price of $1.5 billion. Our financial exposure is generally limited to forfeiture of the nonrefundable deposits, letters of credit and other nonrefundable amounts incurred. We have no material third-party guarantees.

28

Table of Contents

The following tables summarize home sites included in our total residential real estate.

Remaining
TotalContractedHome
HomeNotSites
SitesDeliveredAvailable
October 31, 2021:
Northeast3,3461723,174
Mid-Atlantic8,2435087,735
Midwest2,3836051,778
Southeast3,7794213,358
Southwest9,4081,0768,332
West4,0844653,619
Consolidated total31,2433,24727,996
Unconsolidated joint ventures4,0302,2881,742
Owned10,4512,6247,827
Optioned20,42325420,169
Construction to permanent financing lots369369-
Consolidated total31,2433,24727,996
Lots controlled by unconsolidated joint ventures4,0302,2881,742
October 31, 2020:
Northeast3,0431302,913
Mid-Atlantic5,9285575,371
Midwest2,1665961,570
Southeast3,0712982,773
Southwest7,6411,0666,575
West4,4957553,740
Consolidated total26,3443,40222,942
Unconsolidated joint ventures4,7241,4183,306
Owned9,7452,5177,228
Optioned16,30459015,714
Construction to permanent financing lots295295-
Consolidated total26,3443,40222,942
Lots controlled by unconsolidated joint ventures4,7241,4183,306

The following table summarizes our started or completed unsold homes and models, excluding unconsolidated joint ventures, in active and substantially completed communities. The decrease in the total homes from October 31, 2020 to October 31, 2021 was primarily due to the increase in net contracts absorption pace during fiscal 2021.

October 31, 2021October 31, 2020
UnsoldUnsold
HomesModelsTotalHomesModelsTotal
Northeast81018156
Mid-Atlantic262248311041
Midwest891711819
Southeast242246421759
Southwest1142914317416190
West71219141933
Total18710429127375348
Started or completed unsold homes and models per active selling communities(1)1.50.82.32.40.63.0
Column 1Column 2
(1)Active selling communities (which are communities that are open for sale with ten or more home sites available) were 124 and 116 at October 31, 2021 and 2020, respectively. This ratio does not include substantially completed communities, which are communities with less than ten home sites available.

Other Balance Sheet Activities

Investments in and advances to unconsolidated joint ventures decreased $42.3 million during the fiscal year ended October 31, 2021 compared to October 31, 2020. The decrease was primarily due to partnership distributions during the period, along with our purchase of the remaining equity interest in one of our unconsolidated joint ventures in the third quarter of fiscal 2021. As a result of this transaction, we took control of four communities, including three active communities. The previously unconsolidated joint venture was subsequently dissolved. Additionally, in the fourth quarter of fiscal 2021 we acquired the remaining assets and liabilities from one of our unconsolidated joint ventures which was disolved during the period, resulting in the write-off of our investment. These decreases were partially offset by an increase due to our entry into two new unconsolidated joint ventures during the first half of fiscal 2021. As of October 31, 2021 and October 31, 2020, we had investments in nine and ten unconsolidated homebuilding joint ventures, respectively, and one unconsolidated land development joint venture for both periods. We have no guarantees associated with our unconsolidated joint ventures, other than guarantees limited only to performance and completion of development, environmental indemnification and standard warranty and representation against fraud, misrepresentation and similar actions, including a voluntary bankruptcy.

29

Table of Contents

Receivables, deposits and notes, net increased $6.2 million from October 31, 2020 to $39.9 million at October 31, 2021. The increase was primarily due to the timing of home closings, along with increased escrow and municipal deposits during the period, partially offset by a receivable for a settlement which was received in the third quarter of fiscal 2021.

Prepaid expenses and other assets were as follows as of:

October 31,October 31,
(In thousands)20212020Dollar Change
Prepaid insurance$2,577$2,687$(110)
Prepaid project costs25,88028,549(2,669)
Other prepaids9,1407,0222,118
Other assets745431314
Lease right of use asset17,84420,016(2,172)
Total$56,186$58,705$(2,519)

Prepaid insurance decreased slightly due to the timing of premium payments. These costs are amortized over the life of the associated insurance policy, which can be one to three years. Prepaid project costs consist of community specific expenditures that are used over the life of the community. Such prepaids are expensed as homes are delivered. The decrease in prepaid project costs was primarily related to the close-out of communities during the fiscal year, along with the write-off of prepaid costs related to a land sale in the Midwest, partially offset by prepaid project costs for new communities during the fiscal year. Other prepaids increased primarily due to increased prepaid commissions and property taxes during the period. Lease right of use asset represents the net present value of our operating leases which, in accordance with ASC 842, are required to be recorded as an asset on our Consolidated Balance Sheets. See Note 4 to the Consolidated Financial Statements for further information.

Financial services assets consist primarily of residential mortgages receivable held for sale of which $149.2 million and $101.8 million at October 31, 2021 and 2020, respectively, were being temporarily warehoused and are awaiting sale in the secondary mortgage market. The increase in mortgage loans held for sale from October 31, 2020 was primarily related to an increase in the volume of loans originated during the fourth quarter of fiscal 2021 compared to the fourth quarter of fiscal 2020, along with an increase in the average loan value.

Deferred tax assets, net, was $425.7 million at October 31, 2021, and zero at October 31, 2020, due to the full reversal of our federal valuation allowance and the reversal of a portion of our state valuation allowance in the second quarter of fiscal 2021.

Nonrecourse mortgages secured by inventory decreased to $125.1 million at October 31, 2021, from $135.1 million at October 31, 2020. The decrease was primarily due to the payment of existing mortgages, partially offset by additional loan borrowings on existing mortgages along with new mortgages for communities in most of our segments obtained during fiscal 2021.

Accounts payable and other liabilities are as follows as of:

October 31,October 31,
(In thousands)20212020Dollar Change
Accounts payable$163,898$148,541$15,357
Reserves98,83189,9858,846
Lease liability18,95221,049(2,097)
Accrued expenses17,58810,6806,908
Accrued compensation102,86268,64134,221
Other liabilities24,25020,3783,872
Total$426,381$359,274$67,107

The increase in accounts payable was primarily due to an increase in construction spending, corresponding to the increase in deliveries in the fourth quarter of fiscal 2021 as compared to the fourth quarter of fiscal 2020. Reserves increased due to new accruals primarily for warranty and construction defect claims, partially offset by claim payments during the period. Lease liability represents the net present value of our minimum lease obligations, which as discussed above, are required to be recorded on our Consolidated Balance Sheets in accordance with ASC 842. Accrued expenses increased primarily due to an accrual for a sales reward program, along with an increase in accrued property taxes. The increase in accrued compensation was primarily due to expenses associated with our 2019 LTIP plan based on the increase in our stock price during fiscal 2021, along with increased company profitability in fiscal 2021 as compared to fiscal 2020, which resulted in higher bonuses. Other liabilities increased primarily due to deferred payroll tax withholdings during the period.

Customers’ deposits increased $20.0 million from October 31, 2020 to $68.3 million at October 31, 2021. The increase was primarily related to the increase in the dollar value of our backlog, associated with price increases in fiscal 2021, along with an increase due to the consolidation of one of our previously unconsolidated joint ventures during fiscal 2021, which has open for sale communities.

Liabilities from inventory not owned decreased $68.4 million to $62.8 million at October 31, 2021. The decrease was due to a decrease in land banking transactions during the period, along with a decrease in the sale and leaseback of certain model homes, both of which are accounted for as financing transactions as described above.

Accrued interest decreased $7.4 million to $28.2 million at October 31, 2021. The decrease was primarily due to the redemption of our 10.0% Senior Secured Notes due 2022 and 10.5% Senior Secured Notes due 2024 during the period, partially offset by new accruals during the period.

Financial Services liabilities increased $63.2 million from $119.0 million at October 31, 2020, to $182.2 million at October 31, 2021. The increase was primarily due to the increase in amounts outstanding under our mortgage warehouse lines of credit, and directly correlated to the increase in the volume of mortgage loans held for sale during the year.

30

Table of Contents

Results of Operations

Total Revenues

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

Year Ended
October 31,October 31,October 31,
(Dollars in thousands)202120202019
Homebuilding:
Sale of homes$421,681$302,347$43,454
Land sales8,4597,694(15,066)
Other revenues(714)(1,066)(3,502)
Financial services9,53018,010797
Total change$438,956$326,985$25,683
Total revenues percent change18.7%16.2%1.3%

Homebuilding

Sale of homes revenues increased $421.7 million, or 18.7%, for the year ended October 31, 2021, increased $302.3 million, or 15.5%, for the year ended October 31, 2020, and increased $43.5 million, or 2.3%, for the year ended October 31, 2019 as compared to the same period of the prior year. The increased revenues in fiscal 2021 were primarily due to the number of home deliveries increasing 9.1%, and the average price per home increasing to $430,966 in fiscal 2021 from $396,065 in fiscal 2020. The increase in deliveries in fiscal 2021 was primarily due to increased demand for new home construction during fiscal 2021. The increased revenues in fiscal 2020 were primarily due to the number of home deliveries increasing 15.0%, and the average price per home increasing to $396,065 in fiscal 2020 from $394,194 in fiscal 2019. The increase in deliveries in fiscal 2020 was primarily due to the increased demand for new home construction during the latter half of fiscal 2020. The increased revenues in fiscal 2019 were primarily due to the number of home deliveries increasing 2.0% and the average price per home increasing to $394,194 in fiscal 2019 from $393,280 in fiscal 2018. The increase in deliveries in fiscal 2019 was primarily due to the result of an increase in community count in fiscal 2019 as compared to fiscal 2018 of 14.6%. The increase in average price in fiscal 2021 and 2020 was primarily due to price increases in most of our communities as a result of a sustained surge in demand for new homes, which started in May 2020. The increase in average price for fiscal 2019 was primarily the result of geographic and community mix of our deliveries. For further detail on changes in segment revenues see “Homebuilding Operations by Segment” below. Land sales are ancillary to our homebuilding operations and are expected to continue in the future but may significantly fluctuate up or down. For further detail on land sales and other revenue, see the section titled “Land Sales and Other Revenues” below.

Information on homes delivered by segment is set forth below:

Year Ended
October 31,October 31,October 31,
(Housing Revenue in thousands)202120202019
Northeast:
Housing revenues$140,212$175,627$116,889
Homes delivered201348192
Average price$697,572$504,675$608,797
Mid-Atlantic:
Housing revenues$465,432$402,647$356,674
Homes delivered849755652
Average price$548,212$533,307$547,046
Midwest:
Housing revenues$248,531$225,334$203,734
Homes delivered773727680
Average price$321,515$309,950$299,609
Southeast:
Housing revenues$276,207$232,333$219,860
Homes delivered602548545
Average price$458,816$423,965$403,413
Southwest:
Housing revenues$902,248$743,301$627,201
Homes delivered2,5312,2331,866
Average price$356,479$332,871$336,121
West:
Housing revenues$641,080$472,786$425,324
Homes delivered1,2481,0751,011
Average price$513,686$439,801$420,696
Consolidated total:
Housing revenues$2,673,710$2,252,028$1,949,682
Homes delivered6,2045,6864,946
Average price$430,966$396,065$394,194
Unconsolidated joint ventures:(1)
Housing revenues$345,793$432,602$485,324
Homes delivered589728774
Average price$587,085$594,234$627,034

(1) Represents housing revenue and home deliveries 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 joint ventures. See Note 20 to the Consolidated Financial Statements for a further discussion of our joint ventures.

31

Table of Contents

The increase in housing revenues during the year ended October 31, 2021, as compared to the year ended October 31, 2020, was primarily attributed to our increased deliveries, from the sustained strong homebuilding market and high demand for new home construction we saw begin in fiscal 2020, and by the increase in average sales price. Housing revenues in fiscal 2021 increased 18.7% on a combined basis across all of our homebuilding segments, and average sales price increased by 8.8% in all such segments combined, excluding unconsolidated joint ventures. In our homebuilding segments, homes delivered increased in fiscal 2021 as compared to fiscal 2020 by 12.5%, 6.3%, 9.9%, 13.3% and 16.1% in the Mid-Atlantic, Midwest, Southeast, Southwest and West, respectively, partially offset by a 42.2% decrease in the Northeast. Overall in fiscal 2021 as compared to fiscal 2020, homes delivered increased 9.1% across all our segments, excluding unconsolidated joint ventures.

The increase in housing revenues during the year ended October 31, 2020, as compared to the year ended October 31, 2019, was primarily attributed to our increased deliveries, from the strong homebuilding market and high demand for new home construction, and by the increase in average sales price. Housing revenues in fiscal 2020 increased 15.5% on a combined basis across all of our homebuilding segments, and average sales price increased by 0.5% in all such segments combined, excluding unconsolidated joint ventures. In our homebuilding segments, homes delivered increased in fiscal 2020 as compared to fiscal 2019 by 81.3%, 15.8%, 6.9%, 0.6%, 19.7% and 6.3% in the Northeast, Mid-Atlantic, Midwest, Southeast, Southwest and West, respectively. Overall in fiscal 2020 as compared to fiscal 2019, homes delivered increased 15.0% across all of our segments, excluding unconsolidated joint ventures.

Quarterly housing revenues and net sales contracts by segment, excluding unconsolidated joint ventures, for the years ended October 31, 2021, 2020 and 2019 are set forth below (net contracts are defined as new contracts executed during the period for the purchase of homes, less cancellations of contracts in the same period):

Quarter Ended
October 31,July 31,April 30,January 31,
(In thousands)2021202120212021
Housing revenues:
Northeast$45,055$35,255$28,686$31,216
Mid-Atlantic154,202106,195112,12492,911
Midwest67,34060,58864,01056,593
Southeast87,71861,97880,86345,648
Southwest282,128212,773217,165190,182
West143,108186,490176,667134,815
Consolidated total$779,551$663,279$679,515$551,365
Sales contracts (net of cancellations):
Northeast$60,812$52,066$49,948$33,670
Mid-Atlantic127,625117,341152,237144,481
Midwest56,68456,84880,54179,386
Southeast97,28458,52266,48598,194
Southwest217,920196,481319,618267,825
West100,067127,872151,571174,114
Consolidated total$660,392$609,130$820,400$797,670
Quarter Ended
October 31,July 31,April 30,January 31,
(In thousands)2020202020202020
Housing revenues:
Northeast$42,218$41,354$46,791$45,264
Mid-Atlantic114,221111,16089,67787,589
Midwest59,49862,90156,54346,392
Southeast73,74165,59556,31736,680
Southwest194,505214,608170,485163,703
West159,332110,315103,53499,605
Consolidated total$643,515$605,933$523,347$479,233
Sales contracts (net of cancellations):
Northeast$63,326$51,586$23,266$33,003
Mid-Atlantic135,364152,511128,65293,702
Midwest79,99979,39454,50158,276
Southeast74,76579,84648,50867,158
Southwest245,813260,891187,493178,433
West229,656258,067139,41890,832
Consolidated total$828,923$882,295$581,838$521,404

32

Table of Contents

Quarter Ended
October 31,July 31,April 30,January 31,
(In thousands)2019201920192019
Housing revenues:
Northeast$70,650$20,694$13,040$12,505
Mid-Atlantic135,86686,81180,81853,179
Midwest68,71447,26142,87044,889
Southeast76,41450,21749,34643,883
Southwest213,089152,615143,634117,863
West127,413110,25197,84489,816
Consolidated total$692,146$467,849$427,552$362,135
Sales contracts (net of cancellations):
Northeast$37,860$37,560$62,580$34,950
Mid-Atlantic86,29699,807118,24581,514
Midwest54,68258,79468,74437,046
Southeast69,76558,64864,77240,460
Southwest166,723202,553192,630115,338
West102,460131,483120,61657,018
Consolidated total$517,786$588,845$627,587$366,326

Contracts per average active selling community in fiscal 2021 were 55.3 compared to 54.3 in fiscal 2020. Our reported level of sales contracts (net of cancellations) was positively impacted by an increase in the pace of sales in all of the Company’s segments during fiscal 2021. Cancellation rates represent the number of cancelled contracts in the quarter divided by the number of gross sales contracts executed in the quarter. For comparison, the following are historical cancellation rates, excluding unconsolidated joint ventures:

Quarter20212020201920182017
First17%19%24%18%19%
Second16%23%19%17%18%
Third16%18%19%19%19%
Fourth15%18%21%23%22%

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

Quarter20212020201920182017
First11%14%16%12%12%
Second9%20%20%15%16%
Third6%21%16%14%13%
Fourth6%14%14%13%12%

Most cancellations occur within the legal rescission period, which varies by state but is generally less than two weeks after the signing of the contract. Cancellations also occur as a result of a buyer's failure to qualify for a mortgage, which generally occurs during the first few weeks after signing. As shown in the tables above, contract cancellations over the past several years have been within what we believe to be a normal range, with fiscal 2021 cancellation rates, in particular, being below historical norms as a result of the strong market conditions. Fiscal 2020 had varying cancellation rates due to the COVID-19 pandemic and its effects. Market conditions and any possible further impacts from COVID-19 remain uncertain, and it is difficult to predict what cancellation rates will be in the future.

33

Table of Contents

An important indicator of our future results is recently signed contracts and our home contract backlog for future deliveries. Our consolidated contract backlog, excluding unconsolidated joint ventures, by segment is set forth below:

October 31,October 31,October 31,
(Dollars in thousands)202120202019
Northeast:
Total contract backlog$138,396$82,111$86,557
Number of homes172130152
Mid-Atlantic: (1)(2)
Total contract backlog$342,189$291,115$193,387
Number of homes508557343
Midwest:
Total contract backlog$194,446$169,517$122,681
Number of homes605596450
Southeast:
Total contract backlog$221,425$146,971$121,921
Number of homes421298282
Southwest:
Total contract backlog$459,820$360,225$230,898
Number of homes1,0761,066663
West:
Total contract backlog$282,430$369,887$124,700
Number of homes465755301
Totals: (1)(2)
Total consolidated contract backlog$1,638,706$1,419,826$880,144
Number of homes3,2473,4022,191
(1)Contract backlog as of October 31, 2019 excludes 29 homes that were sold to one of our joint ventures at the time of the joint venture formation.
(2)Reflects the reclassification of 14 homes and $7.4 million of contract backlog as of October 31, 2021 from unconsolidated joint ventures to the consolidated Mid-Atlantic segment. This is related to our acquisition of the remaining assets and liabilities from one of our unconsolidated joint ventures which was dissolved during the fourth quarter of fiscal 2021.

Contract backlog dollars increased 15.4% as of October 31, 2021 compared to October 31, 2020, and the number of homes in backlog decreased 4.6% for the same period. The increase in backlog dollars was driven by a 20.9% increase in the average price of the homes in backlog for the year ended October 31, 2021 compared to the prior fiscal year. In the month of November 2021, excluding unconsolidated joint ventures, we signed an additional 467 net contracts amounting to $239.7 million in contract value.

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

Homebuilding gross margin before cost of sales interest expense and land charges is a non-GAAP financial measure. This measure should not be considered as an alternative to homebuilding gross margin determined in accordance with GAAP as an indicator of operating performance.

Management believes this non-GAAP measure enables investors to better understand our operating performance. This measure is also useful internally, helping management evaluate our operating results on a consolidated basis and relative to other companies in our 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 our 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 level of impairments and levels of debt.

Year Ended
October 31,October 31,October 31,
(Dollars in thousands)202120202019
Sale of homes$2,673,710$2,252,029$1,949,682
Cost of sales, excluding interest expense and land charges2,091,0161,837,3321,596,237
Homebuilding gross margin, before cost of sales interest expense and land charges582,694414,697353,445
Cost of sales interest expense, excluding land sales interest expense82,18174,17470,520
Homebuilding gross margin, after cost of sales interest expense, before land charges500,513340,523282,925
Land charges3,6308,8136,288
Homebuilding gross margin$496,883$331,710$276,637
Homebuilding gross margin percentage18.6%14.7%14.2%
Homebuilding gross margin percentage, before cost of sales interest expense and land charges21.8%18.4%18.1%
Homebuilding gross margin percentage, after cost of sales interest expense, before land charges18.7%15.1%14.5%

34

Table of Contents

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

Year Ended
October 31,October 31,October 31,
202120202019
Sale of homes100%100%100%
Cost of sales, excluding interest expense and land charges:
Housing, land and development costs69.7%72.1%72.1%
Commissions3.7%3.7%3.7%
Financing concessions1.1%1.4%1.4%
Overheads3.7%4.4%4.7%
Total cost of sales, before interest expense and land charges78.2%81.6%81.9%
Cost of sales interest3.1%3.3%3.6%
Land charges0.1%0.4%0.3%
Homebuilding gross margin percentage18.6%14.7%14.2%
Homebuilding gross margin percentage, before cost of sales interest expense and land charges21.8%18.4%18.1%
Homebuilding gross margin percentage, after cost of sales interest expense and before land charges18.7%15.1%14.5%

We sell a variety of home types in various communities, each yielding a different gross margin. As a result, depending on the mix of communities delivering homes, consolidated gross margin may fluctuate up or down. Total homebuilding gross margin percentage increased to 18.6% for the year ended October 31, 2021 compared to 14.7% for the prior year. This increase was primarily due to increases in home prices across virtually all our operating segments, along with the mix of communities delivering compared to the prior year. Total homebuilding gross margin percentage increased to 14.7% for the year ended October 31, 2020 compared to 14.2% for the prior year. This increase was primarily due to the mix of communities delivering compared to the prior year, along with increases in home prices during the latter half of fiscal 2020 in virtually all of our markets.

Reflected as inventory impairment loss and land option write-offs in cost of sales (“land charges”), we have written off or written down certain inventories totaling $3.6 million, $8.8 million and $6.3 million during the years ended October 31, 2021, 2020 and 2019, respectively, to their estimated fair value. See Note 12 to the Consolidated Financial Statements for an additional discussion. During the years ended October 31, 2021, 2020 and 2019, we wrote off residential land options and approval and engineering costs totaling $1.6 million, $6.8 million and $3.6 million, respectively, which are included in the total land charges mentioned above. Option, approval and engineering costs are written off when a community’s pro forma profitability is not projected to produce adequate returns on the investment commensurate with the risk and when we believe it is probable we will cancel the option, or when a community is redesigned, engineering costs related to the initial design are written off. Such write-offs were located in all segments in fiscal 2021, 2020 and 2019. The inventory impairments amounted to $2.0 million, $2.0 million and $2.7 million for the years ended October 31, 2021, 2020 and 2019, respectively. It is difficult to predict impairment levels, and should it become necessary or desirable to have additional land sales, lower prices, or should the estimates or expectations used in determining estimated cash flows or fair value decrease or differ from current estimates in the future, we may need to recognize additional impairments.

Below is a breakdown of our lot option walk-aways and impairments by segment for fiscal 2021. In fiscal 2021, we walked away from 13.5% of all the lots we controlled under option contracts. The remaining 86.5% of our option lots are in communities that we believe remain economically feasible.

The following table represents lot option walk-aways by segment for the year ended October 31, 2021:

Walk-
Away
DollarNumber of% ofLots as a
AmountWalk-Walk-Total% of Total
of WalkAwayAwayOptionOption
(Dollars in millions)AwayLotsLotsLots(1)Lots
Northeast$---2,818-
Mid-Atlantic0.31,00831.5%7,48813.5%
Midwest---1,197-
Southeast0.266720.8%2,89023.1%
Southwest0.21,34342.0%7,89017.0%
West0.91835.7%1,34113.6%
Total$1.63,201100.0%23,62413.5%
Column 1Column 2
(1)Includes lots optioned at October 31, 2021 and lots optioned that the Company walked away from in the year ended October 31, 2021.

35

Table of Contents

The following table represents impairments by segment for the year ended October 31, 2021:

DollarPre-% of Pre-
Amount of% ofImpairmentImpairment
(In millions)ImpairmentImpairmentsValue(1)Value
Northeast$--%$--%
Mid-Atlantic--%--%
Midwest--%--%
Southeast1.260.0%9.213.0%
Southwest--%--%
West0.840.0%2.334.8%
Total$2.0100.0%$11.517.4%
Column 1Column 2
(1)Represents carrying value, net of prior period impairments, if any, at the time of recording the applicable period’s impairments.

Land Sales and Other Revenues

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

Year Ended
October 31,October 31,October 31,
(In thousands)202120202019
Land and lot sales$25,364$16,905$9,211
Cost of sales, excluding interest19,18011,1548,540
Land and lot sales gross margin, excluding interest6,1845,751671
Land and lot sales interest expense1,919156205
Land and lot sales gross margin, including interest$4,265$5,595$466

Land sales are ancillary to our residential homebuilding operations and are expected to continue in the future but may significantly fluctuate up or down. Although we budget land sales, they are often dependent upon receiving approvals and entitlements, the timing of which can be uncertain. As a result, projecting the amount and timing of land sales is difficult. There were 11 land sales during the year ended October 31, 2021, compared to seven in the prior year, resulting in an $8.5 million increase in land sales revenue. There were seven land sales in the year ended October 31, 2020, compared to six in the year ended October 31, 2019, resulting in a $7.7 million increase in land sales revenue.

Land sales and other revenues increased $7.7 million for the year ended October 31, 2021 compared to the prior year and increased $6.6 million for the year ended October 31, 2020 compared to the prior year. Other revenues include income from contract cancellations where the deposit has been forfeited due to contract terminations, interest income, cash discounts and miscellaneous one-time receipts. The increase from fiscal 2020 to fiscal 2021 and from fiscal 2019 to fiscal 2020 was mainly due to the fluctuations in land sales revenue noted above.

Homebuilding Selling, General and Administrative

Homebuilding selling, general and administrative (“SGA”) expenses increased $8.6 million to $169.9 million for the year ended October 31, 2021 as compared to the year ended October 31, 2020. The increase was primarily attributed to a change in volume of our unconsolidated joint venture deliveries, and an increase in compensation expense. The increase in compensation expense was mostly attributed to our long-term incentive programs now forecasted to achieve above target metrics as a result of improved operating results and our higher stock price. SGA expenses decreased $5.5 million to $161.3 million for the year ended October 31, 2020 as compared to the year ended October 31, 2019. The decrease was primarily attributed to lower selling overhead and advertising costs, as a result of the reduction of our community count and a reduced need for advertising as home sales improved.

36

Table of Contents

Homebuilding Operations by Segment

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

Segment Analysis (Dollars in thousands, except average sales price)

Years Ended October 31,
VarianceVariance
20212020
ComparedCompared
2021to 20202020to 20192019
Northeast
Homebuilding revenue$142,445$(49,624)$192,069$67,697$124,372
Income before income taxes$22,922$(7,449)$30,371$9,417$20,954
Homes delivered201(147)348156192
Average sales price$697,572$192,897$504,675$(104,122)$608,797
Mid-Atlantic
Homebuilding revenue$465,876$62,207$403,669$46,422$357,247
Income before income taxes$61,567$26,997$34,570$20,243$14,327
Homes delivered84994755103652
Average sales price$548,212$14,905$533,307$(13,739)$547,046
Midwest
Homebuilding revenue$262,770$37,052$225,718$21,257$204,461
Income (loss) before income taxes$18,407$20,212$(1,805)$(1,156)$(649)
Homes delivered7734672747680
Average sales price$321,515$11,565$309,950$10,341$299,609
Southeast
Homebuilding revenue$285,658$52,928$232,730$12,648$220,082
Income (loss) before income taxes$17,764$16,409$1,355$11,415$(10,060)
Homes delivered602545483545
Average sales price$458,816$34,851$423,965$20,552$403,413
Southwest
Homebuilding revenue$903,178$158,981$744,197$114,853$629,344
Income before income taxes$115,840$47,656$68,184$34,725$33,459
Homes delivered2,5312982,2333671,866
Average sales price$356,479$23,608$332,871$(3,250)$336,121
West
Homebuilding revenue$641,219$168,330$472,889$47,373$425,516
Income before income taxes$82,503$66,088$16,415$(23,603)$40,018
Homes delivered1,2481731,075641,011
Average sales price$513,686$73,885$439,801$19,105$420,696

Homebuilding Results by Segment

Northeast – Homebuilding revenues decreased 25.8% in fiscal 2021 compared to fiscal 2020 primarily due to a 42.2% decrease in homes delivered and a $14.2 million decrease in land sales and other revenue, partially offset by a 38.2% increase in average sales price. The increase in average sales price was mainly the result of price increases in certain communities.

Income before income taxes decreased $7.4 million to $22.9 million, which was mainly due to the decrease in homebuilding revenues discussed above, a $1.6 million increase in selling, general and administrative costs and a $7.4 million decrease in income from unconsolidated joint ventures, partially offset by an increase in gross margin percentage before interest expense for fiscal 2021 compared to fiscal 2020.

Homebuilding revenues increased 54.4% in fiscal 2020 compared to fiscal 2019 primarily due to an 81.3% increase in homes delivered and a $9.0 million increase in land sales and other revenue, partially offset by a 17.1% decrease in average selling price. The decrease in average sales price was the result of new communities delivering smaller single family homes, townhomes and affordable-housing homes in mid to higher-end submarkets of the segment in fiscal 2020 compared to some communities delivering in fiscal 2019 that had higher priced, single family homes in higher-end submarkets of the segment that are no longer delivering. Also impacting the decrease in average sales price was an increase in pricing concessions and a decrease in location premiums in certain communities.

Income before income taxes increased $9.4 million to $30.4 million, which was mainly due to the increase in homebuilding revenues discussed above, a $0.5 million decrease in selling, general and administrative costs and a slight increase in gross margin percentage before interest expense for fiscal 2020 compared to fiscal 2019. This increase was partially offset by an $8.2 million decrease in income from unconsolidated joint ventures for fiscal 2020 compared to fiscal 2019.

Mid-Atlantic – Homebuilding revenues increased 15.4% in fiscal 2021 compared to fiscal 2020 primarily due to a 12.5% increase in homes delivered and a 2.8% increase in average sales price. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes and townhomes in higher-end submarkets of the segment in fiscal 2021 compared to some communities delivering in fiscal 2020 that had lower priced, smaller single family homes and townhomes in lower-end submarkets of the segment that are no longer delivering. Also impacting the increase in the average sales price was price increases in certain communities.

37

Table of Contents

Income before income taxes increased $27.0 million to $61.6 million, mainly due to the increase in homebuilding revenues discussed above, a $0.6 million decrease in selling, general and administrative costs and an increase in gross margin percentage before interest expense for fiscal 2021 compared to fiscal 2020.

Homebuilding revenues increased 13.0% in fiscal 2020 compared to fiscal 2019 primarily due to a 15.8% increase in homes delivered, partially offset by a 2.5% decrease in average sales price. The decrease in average sales price was the result of new communities delivering lower priced, smaller single family homes and townhomes in lower-end submarkets of the segment in fiscal 2020 compared to some communities delivering in fiscal 2019 that had higher priced, larger single family homes and townhomes in higher-end submarkets of the segment that are no longer delivering.

Income before income taxes increased $20.2 million to $34.6 million, mainly due to the increase in homebuilding revenues discussed above, a $2.0 million decrease in selling, general and administrative costs, a $0.8 million decrease in inventory impairment loss and land option write-offs and an increase in gross margin percentage before interest expense for fiscal 2020 compared to fiscal 2019.

Midwest – Homebuilding revenues increased 16.4% in fiscal 2021 compared to fiscal 2020 primarily due to a 6.3% increase in homes delivered, a 3.7% increase in average sales price and a $13.9 million increase in land sales and other revenue. The increase in average sales price was mainly the result of price increases in certain communities.

Income before income taxes was $18.4 million in fiscal 2021, an improvement of $20.2 million compared to a loss before income taxes of $1.8 million in fiscal 2020. The increase was primarily due to the increase in homebuilding revenues discussed above, a $3.5 million decrease in selling, general and administrative costs and a $5.5 million decrease in inventory impairment loss and land option write-offs, while gross margin percentage before interest expense was flat for fiscal 2021 compared to fiscal 2020.

Homebuilding revenues increased 10.4% in fiscal 2020 compared to fiscal 2019 primarily due to a 6.9% increase in homes delivered and a 3.5% increase in average sales price. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes and townhomes in higher-end submarkets of the segment in fiscal 2020 compared to some communities delivering in fiscal 2019 that had lower priced, smaller single family homes in lower-end submarkets of the segment that are no longer delivering.

Loss before income taxes increased $1.2 million to a loss of $1.8 million in fiscal 2020 compared to fiscal 2019. The increase was primarily due to a $3.2 million increase in inventory impairment loss and land option write-offs, while gross margin percentage before interest expense was flat for fiscal 2020 compared to fiscal 2019.

Southeast – Homebuilding revenues increased 22.7% in fiscal 2021 compared to fiscal 2020 primarily due to a 9.9% increase in homes delivered, an 8.2% increase in average sales price and a $9.1 million increase in land sales and other revenue. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes in higher-end submarkets of the segment in fiscal 2021 compared to some communities delivering in fiscal 2020 that had lower priced, smaller single family homes and townhomes in lower-end submarkets of the segment that are no longer delivering. Also impacting the increase in average sales price was price increases in certain communities.

Income before income taxes increased $16.4 million to $17.8 million in fiscal 2021 compared to fiscal 2020, mainly due to the increase in homebuilding revenue discussed above, a $1.2 million increase in income from unconsolidated joint ventures and an increase in gross margin percentage before interest expense for fiscal 2021 compared to fiscal 2020.

Homebuilding revenues increased 5.7% in fiscal 2020 compared to fiscal 2019 primarily due to a 0.6% increase in homes delivered and a 5.1% increase in average sales price. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes in higher-end submarkets of the segment in fiscal 2020 compared to some communities delivering in fiscal 2019 that had lower priced, smaller single family homes in lower-end submarkets of the segment that are no longer delivering. Also impacting the increase in average sales price was price increases and higher location premium revenue in certain communities.

Income before income taxes of $1.4 million in fiscal 2020 represented an $11.4 million improvement from the prior year due to the increase in homebuilding revenue discussed above, a $3.9 million decrease in selling, general and administrative costs and an increase in gross margin percentage before interest expense for fiscal 2020 compared to fiscal 2019.

Southwest – Homebuilding revenues increased 21.4% in fiscal 2021 compared to fiscal 2020 primarily due to a 13.3% increase in homes delivered and a 7.1% increase in average sales price. The increase in the average sales price was due to price increases in certain communities.

Income before income taxes increased $47.7 million to $115.8 million in fiscal 2021 mainly due to the increase in homebuilding revenues discussed above, a $0.4 million decrease in inventory impairment loss and land option write-offs and an increase in gross margin percentage before interest expense for fiscal 2021 compared to fiscal 2020.

Homebuilding revenues increased 18.2% in fiscal 2020 compared to fiscal 2019 primarily due to a 19.7% increase in homes delivered, while average sales price was essentially flat with a 1.0% decrease in fiscal 2020 compared to the prior year.

Income before income taxes increased $34.7 million to $68.2 million in fiscal 2020 mainly due to the increase in homebuilding revenues discussed above and an increase in gross margin percentage before interest expense for fiscal 2020 compared to fiscal 2019.

West – Homebuilding revenues increased 35.6% in fiscal 2021 compared to fiscal 2020 primarily due to a 16.1% increase in homes delivered and a 16.8% increase in average sales price. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes in higher-end submarkets of the segment in fiscal 2021 compared to some communities delivering in fiscal 2020 that had lower priced, smaller single family homes in lower-end submarkets of the segment that are no longer delivering. Also impacting the increase in average sales price was price increases in certain communities.

38

Table of Contents

Income before income taxes increased $66.1 million to $82.5 million in fiscal 2021 compared to the prior year mainly due to the increase in homebuilding revenues discussed above and an increase in gross margin percentage before interest expense for fiscal 2021 compared to the prior year, partially offset by a $1.3 million increase in inventory impairment loss and land option write-offs.

Homebuilding revenues increased 11.1% in fiscal 2020 compared to fiscal 2019 primarily due to a 6.3% increase in homes delivered and a 4.5% increase in average sales price. The increase in average sales price was the result of new communities delivering higher priced, larger single family homes in higher-end submarkets of the segment in fiscal 2020 compared to some communities delivering in fiscal 2019 that had lower priced, smaller single family homes in lower-end submarkets of the segment that are no longer delivering. Also impacting the increase in average sales price was price increases in certain communities.

Income before income taxes decreased $23.6 million to $16.4 million in fiscal 2020 compared to the prior year due mainly to a significant decrease in gross margin percentage before interest expense, partly as a result of increases in estimated land development costs in some of our communities in the segment.

Financial Services

Financial services consist primarily of originating mortgages from our home buyers, selling such mortgages in the secondary market, and title insurance activities. We use mandatory investor commitments and forward sales of MBS to hedge our mortgage-related interest rate exposure on agency and government loans. These instruments involve, to varying degrees, elements of credit and interest rate risk. Credit risk associated with MBS forward commitments and loan sales transactions is managed by limiting our counterparties to investment banks, federally regulated bank affiliates and other investors meeting our credit standards. Our risk, in the event of default by the purchaser, is the difference between the contract price and fair value of the MBS forward commitments. For the years ended October 31, 2021, 2020 and 2019, our conforming conventional loan originations as a percentage of our total loans were 71.9%, 69.1% and 65.8%, respectively. FHA/VA loans represented 27.4%, 29.8%, and 29.8%, respectively, of our total loans. The remaining 0.7%, 1.1% and 4.4% of our loan originations represent loans which exceed conforming conventions. Profits and losses relating to the sale of mortgage loans are recognized when legal control passes to the buyer of the mortgage and the sales price is collected.

During the years ended October 31, 2021, 2020 and 2019, financial services provided a $37.6 million, $32.1 million and $17.6 million pretax profit, respectively. In fiscal 2021 and 2020, financial services pretax profit increased $5.5 million and $14.5 million, respectively, from the respective prior year primarily due to the increase in homebuilding deliveries and an increase in the average price of the loans settled. Also impacting the increase in fiscal 2021 and 2020 was the increase in the basis point spread between the loans originated and the implied rate from the sale of the loans. In the market areas served by our wholly owned mortgage banking subsidiaries, 68.3%, 69.3%, and 70.9% of our noncash home buyers obtained mortgages originated by these subsidiaries during the years ended October 31, 2021, 2020 and 2019, respectively.

Corporate General and Administrative

Corporate general and administrative expenses include the operations at our headquarters in New Jersey. These expenses include payroll, stock compensation, legal expenses, rent and facility costs and other costs associated with our executive offices, information services, human resources, corporate accounting, training, treasury, process redesign, internal audit, national and digital marketing, construction services and administration of insurance, quality and safety. Corporate general and administrative expenses increased $26.1 million for the year ended October 31, 2021 compared to the year ended October 31, 2020 and increased $14.2 million for the year ended October 31, 2020 compared to the year ended October 31, 2019. The increase in expense for fiscal 2021 was mainly due to the increase in total variable compensation expenses related to performance based compensation attributable to improved profitability and to the grants of phantom stock awards under our 2019 LTIP. The Company's phantom shares issued under the 2019 LTIP are classified as liabilities under the applicable accounting guidance, which requires remeasurement of the awards at each reporting period and consequently, has resulted in additional expense in fiscal 2021 as a result of movement in our stock price during the fiscal year. Had equity-classified shares been utilized for the 2019 LTIP, there would not have been additional expense recognized related to the movement in our stock price. The increase in expense for fiscal 2020 was mainly due to an increase in stock compensation expense, primarily attributed to our long-term incentive plans achieving above target metrics for the plan years 2018 and 2019 as a result of fiscal year 2020 profit. Also contributing to the increase in expense for fiscal 2020 were additional costs pertaining to software licenses and support fees for cybersecurity and monitoring services.

Other Interest

Other interest decreased $26.1 million to $77.7 million for the year ended October 31, 2021 compared to October 31, 2020, and increased $13.7 million to $103.8 million for the year ended October 31, 2020 compared to October 31, 2019. Our assets that qualify for interest capitalization (inventory under development) are less than our debt, and therefore a portion of interest not covered by qualifying assets must be directly expensed. In fiscal 2021, the decrease was primarily due to a decrease in nonrecourse mortgages, inventory financing arrangements and total notes payable as compared to the prior fiscal year. In fiscal 2020, the increase was because we incurred more interest from our third-party inventory financing during fiscal 2020, and as a result of the financing transactions we completed in the fourth quarter of fiscal 2019 and the first quarter of fiscal 2020.

(Loss) Gain on Extinguishment of Debt

On July 30, 2021, the Company redeemed in full all $111.2 million aggregate principal amount of its 10.0% Senior Secured Notes due 2022. The aggregate purchase price for this redemption was $111.7 million, which included accrued and unpaid interest. This redemption resulted in a loss on extinguishment of debt of $0.3 million for the year ended October 31, 2021, net of the write-off of unamortized financing costs and fees. The loss from the redemption is included in the Consolidated Statement of Operations as "Loss on extinguishment of debt".

On August 2, 2021, the Company redeemed in full all $69.7 million aggregate principal amount of its 10.5% Senior Secured Notes due 2024. The aggregate purchase price for this redemption was $71.9 million, which included accrued and unpaid interest. This redemption resulted in a loss on extinguishment of debt of $3.4 million for the year ended October 31, 2021, net of the write-off of unamortized discounts, financing costs and fees. The loss from the redemption is included in the Consolidated Statement of Operations as "Loss on extinguishment of debt".

39

Table of Contents

On December 10, 2019, K. Hovnanian entered into a credit agreement providing for $81.5 million of senior secured 1.75 lien term loans in exchange for $163.0 million of senior unsecured term loans. On December 10, 2019, K. Hovnanian also issued $158.5 million of 10.0% Senior Secured 1.75 Lien Notes due 2025 in exchange for $23.2 million of 10.0% Senior Secured Notes due 2022 and $141.7 million 10.5% Senior Secured Notes due 2024. These transactions were accounted for in accordance with ASC 470-60, resulting in a net gain on extinguishment of debt of $9.2 million. During the year ended October 31, 2020, the Company repurchased in open market transactions $25.5 million aggregate principal amount of 10.0% Senior Secured Notes due 2022. The aggregate purchase price for these repurchases was $21.4 million, which included accrued and unpaid interest. These repurchases resulted in a gain on extinguishment of debt of $4.1 million for the year ended October 31, 2020, net of the write-off of unamortized financing costs and fees. The gains from the repurchases are included in the Consolidated Statement of Operations as "Gain (loss) on extinguishment of debt".

As a result of the financing transactions we consummated on October 31, 2019 and discussed under Note 9 to the Consolidated Financial Statements, we incurred a $42.4 million loss on extinguishment of debt, a majority of which was non-cash.

Income from Unconsolidated Joint Ventures

Income from unconsolidated joint ventures consists of our share of the earnings or losses of our joint ventures. Income from unconsolidated joint ventures decreased $7.8 million for the year ended October 31, 2021 from income of $16.6 million for the year ended October 31, 2020 to income of $8.8 million and decreased $12.3 million for the year ended October 31, 2020 from income of $28.9 million for the year ended October 31, 2019 to income of $16.6 million. In both cases, the decreases were primarily due to the recognition of our share of income from certain of our joint ventures delivering fewer homes in fiscal 2021 compared to fiscal 2020 and in fiscal 2020 as compared to fiscal 2019. Also impacting the decrease in fiscal 2020 was income recorded in the first quarter of fiscal 2019 related to the return of capital from an unconsolidated joint venture for which we had previously written-off our investment.

Total Taxes

The total benefit for the year ended October 31, 2021 was $418.0 million. The benefit was primarily due to the reversal of a substantial portion of our valuation allowance previously recorded against our deferred tax assets. The total income tax expense of $4.5 million and $2.4 million for the years ended October 31, 2020 and 2019, respectively, was primarily related to state tax expense from income generated in states where we do not have net operating loss ("NOL") carryforwards to offset the current year income. In addition, the expense for the year ended October 31, 2020 was also related to state tax expense from the impact of a cancellation of debt income recorded for tax purposes but not for GAAP purposes, creating a permanent difference.

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

As of October 31, 2021, we considered all available positive and negative evidence to determine whether, based on the weight of that evidence, our valuation allowance for our DTAs was appropriate in accordance with ASC 740. Based on our analysis, we determined that the current valuation allowance for deferred taxes of $101.6 million as of October 31, 2021, which partially reserves for our state DTAs, is appropriate. See Note 11 to the Consolidated Financial Statements for further information.

Contractual Obligations

The following summarizes our aggregate contractual commitments at October 31, 2021.

Payments Due by Period (1)
Less thanMore than
(In thousands)Total1 year1-3 years3-5 years5 years
Long term debt (2)(3)(4)$1,840,207$117,737$235,475$1,205,440$281,555
Operating leases21,9819,0009,1433,838-
Total$1,862,188$126,737$244,618$1,209,278$281,555
Column 1Column 2
(1)Total contractual obligations exclude our accrual for uncertain tax positions of $0.8 million recorded for financial reporting purposes as of October 31, 2021 because we were unable to make reasonable estimates as to the period of cash settlement with the respective taxing authorities.
Column 1Column 2
(2)Represents our senior secured and unsecured term loan credit facilities, senior secured and senior notes and other notes payable and $585.4 million of related interest payments for the life of such debt.
Column 1Column 2
(3)Does not include $125.1 million of nonrecourse mortgages secured by inventory. These mortgages have various maturities spread over the next two to three years and are paid off as homes are delivered.
Column 1Column 2
(4)Does not include the mortgage warehouse lines of credit made under our Master Repurchase Agreements. See“- Capital Resources and Liquidity.” Also does not include our $125.0 million Secured Credit Facility under which there were no borrowings outstanding as of October 31, 2021.

We had outstanding letters of credit and performance bonds of $9.3 million and $223.8 million, respectively, at October 31, 2021, related principally to our obligations to local governments to construct roads and other improvements in various developments. We do not believe that any such letters of credit or bonds are likely to be drawn upon.

40

Table of Contents

Inflation

The annual rate of inflation in the United States hit 6.2% in October 2021, the highest in more than three decades, as measured by the Consumer Price Index (CPI). Inflation has a long-term effect, because increasing costs of land, materials and labor result in increasing sale prices of our homes. In general, these

price increases have been commensurate with the general rate of inflation in our housing markets and have not had a significant adverse effect on the sale of our homes. A significant risk faced by the housing industry generally is that rising house construction costs, including land and interest costs, will substantially outpace increases in the income of potential purchasers and therefore limit our ability to raise home sale prices, which may result in lower gross margins.

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 53.7% of our homebuilding cost of sales for fiscal 2021.

Safe Harbor Statement

All statements in this Annual Report on Form 10-K 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 result of a variety of factors. Such risks, uncertainties and other factors include, but are not limited to:

Changes in general and local economic, industry and business conditions and impacts of a significant homebuilding downturn;
Shortages in, and price fluctuations of, raw materials and labor, including due to changes in trade policies, including the imposition of tariffs and duties on homebuilding materials and products and related trade disputes with and retaliatory measures taken by other countries;
The outbreak and spread of COVID-19 and the measures that governments, agencies, law enforcement and/or health authorities implement to address it;
Adverse weather and other environmental conditions and natural disasters;
The seasonality of the Company’s business;
The availability and cost of suitable land and improved lots and sufficient liquidity to invest in such land and lots;
Reliance on, and the performance of, subcontractors;
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;
Increases in cancellations of agreements of sale;
Fluctuations in interest rates and the availability of mortgage financing;
Changes in tax laws affecting the after-tax costs of owning a home;
Legal claims brought against us and not resolved in our favor, such as product liability litigation, warranty claims and claims made by mortgage investors;
Levels of competition;
Utility shortages and outages or rate fluctuations;
Information technology failures and data security breaches;
Negative publicity;
High leverage and restrictions on the Company’s operations and activities imposed by the agreements governing the Company’s outstanding indebtedness;
Availability and terms of financing to the Company;
The Company’s sources of liquidity;
Changes in credit ratings;
Government regulation, including regulations concerning development of land, the home building, sales and customer financing processes, tax laws and the environment;
Operations through unconsolidated joint ventures with third parties;
Significant influence of the Company’s controlling stockholders;
Availability of net operating loss carryforwards; and
Loss of key management personnel or failure to attract qualified personnel.

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

41

Table of Contents

Back to the HOV company profile or the MD&A index.