Condensed Financial Statements [Text Block] | 2 0 . Financial Information of Subsidiary Issuer and Subsidiary Guarantors Hovnanian Enterprises, Inc., the parent company (the “Parent”), is the issuer of publicly traded common stock and preferred stock, which is represented by depository shares. One of its wholly owned subsidiaries, K. Hovnanian Enterprises, Inc. (the “Subsidiary Issuer”), acts as a finance entity that, as of April 30, 2017, $1,067.0 $1,044.0 $368.5 $365.6 $4.0 $3.9 $52.6 6.0% $52.4 In addition to the Parent, each of the wholly owned subsidiaries of the Parent other than the Subsidiary Issuer (collectively, “ Notes Guarantors”), with the exception of our home mortgage subsidiaries, certain of our title insurance subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures (collectively, the “Nonguarantor Subsidiaries”), have guaranteed fully and unconditionally, on a joint and several basis, the obligations of the Subsidiary Issuer to pay principal and interest under the senior secured notes (other than the 2021 9.5% 100% 2021 9.5% 11 The senior amortizing notes and senior exchangeable notes have been registered under the Securities Act of 19 33, 7.0% 2019, 8.0% 2019 11 not, not 7.0% 2019, 8.0% 2019 7.0% 2019, 8.0% 2019, 2020 10.0% not The following Condensed Consolidating Financial Statements present the results of operations, financial position and cash flows of (i) the Parent, (ii) the Subsidiary Issuer, (iii) the Notes Guarantors, (iv) the Nonguarantor Subsidiaries and (v) the eliminations to arrive at the information for Hovnanian Enterprises, Inc. on a consolidated basis. HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET APR IL 30, 2017 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS: Homebuilding $ - $ 201,443 $ 1,133,656 $ 394,507 $ - $ 1,729,606 Financial services 20,377 99,161 119,538 Income taxes receivable 134,291 (43,308 ) 193,437 32 284,452 Intercompany receivable 1,249,183 14,076 (1,263,259 ) - Investments in and amounts due from consolidated subsidiaries 372,077 (372,077 ) - Total assets $ 134,291 $ 1,407,318 $ 1,719,547 $ 507,776 $ (1,635,336 ) $ 2,133,596 LIABILITIES AND EQUITY: Homebuilding, excluding Notes payable and term loan and Revolving credit facility $ 2,467 $ 129 $ 488,589 $ 57,862 $ - $ 549,047 Financial services 19,725 77,352 97,077 Notes payable and term loan and Revolving credit facility 1,617,889 3,001 485 1,621,375 Intercompany payable 155,137 1,108,125 (1,263,262 ) - Amounts due to consolidated subsidiaries 110,590 23,975 (134,565 ) - Stockholders ’ (deficit) equity (133,903 ) (234,675 ) 100,107 372,077 (237,509 ) (133,903 ) Total liabilities and equity $ 134,291 $ 1,407,318 $ 1,719,547 $ 507,776 $ (1,635,336 ) $ 2,133,596 HOVNANIAN ENTERPRISES, INC. AND SUB SIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET OCTOBER 31, 2016 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS: Homebuilding $ - $ 271,216 $ 1,194,267 $ 408,610 $ - $ 1,874,093 Financial services 13,453 183,777 197,230 Income taxes receivable 115,940 (58,597 ) 226,258 32 283,633 Intercompany receivable 1,227,334 88,112 (1,315,446 ) - Investments in and amounts due from consolidated subsidiaries 4,914 437,628 (442,542 ) - Total assets $ 115,940 $ 1,444,867 $ 1,871,606 $ 680,531 $ (1,757,988 ) $ 2,354,956 LIABILITIES AND EQUITY: Homebuilding, excluding Notes payable and term loan and Revolving credit facility $ 3,506 $ 1,118 $ 565,163 $ 83,476 $ - $ 653,263 Financial services 13,338 159,107 172,445 Notes payable and term loan and Revolving credit facility 1,652,357 5,084 317 1,657,758 Intercompany payable 157,993 1,157,453 (1,315,446 ) - Amounts due to consolidated subsidiaries 82,951 (82,951 ) - Stockholders ’ (deficit) equity (128,510 ) (208,608 ) 130,568 437,631 (359,591 ) (128,510 ) Total liabilities and equity $ 115,940 $ 1,444,867 $ 1,871,606 $ 680,531 $ (1,757,988 ) $ 2,354,956 HOVNANIAN ENTERPRISES, INC. AND SU BSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED APRIL 30, 201 7 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Homebuilding $ - $ - $ 483,942 $ 87,499 $ - $ 571,441 Financial services 2,749 11,745 14,494 Intercompany charges 23,218 (23,218 ) - Total revenues - 23,218 486,691 99,244 (23,218 ) 585,935 Expenses: Homebuilding 1,471 32,987 472,748 74,264 581,470 Financial services 1,760 5,600 7,360 Intercompany charges 23,218 (23,218 ) - Total expenses 1,471 32,987 497,726 79,864 (23,218 ) 588,830 Loss on extinguishment of debt (242 ) (242 ) I ncome (loss) from unconsolidated joint ventures 20 (4,582 ) (4,562 ) (Loss) income before income taxes (1,471 ) (10,011 ) (11,015 ) 14,798 - (7,699 ) State and federal income tax (benefit) provision (6,272 ) (8,354 ) 13,609 (1,017 ) Equity in (loss) income of consolidated subsidiaries (11,483 ) (14,886 ) 14,798 11,571 - Net (loss) income $ (6,682 ) $ (16,543 ) $ (9,826 ) $ 14,798 $ 11,571 $ (6,682 ) HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED APRIL 30, 201 6 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Homebuilding $ - $ - $ 523,418 $ 114,302 $ - $ 637,720 Financial services 2,676 14,327 17,003 Intercompany charges 26,567 (26,567 ) - Total revenues - 26,567 526,094 128,629 (26,567 ) 654,723 Expenses: Homebuilding (343 ) 33,396 525,553 102,757 661,363 Financial services 1,823 7,795 9,618 Intercompany charges 25,838 729 (26,567 ) - Total expenses (343 ) 33,396 553,214 111,281 (26,567 ) 670,981 Income from unconsolidated joint ventures 7 (1,353 ) (1,346 ) (Loss) income before income taxes 343 (6,829 ) (27,113 ) 15,995 - (17,604 ) State and federal income tax benefit (4,885 ) (8,410 ) 4,152 (9,143 ) Equity in (loss) income of consolidated subsidiaries (13,689 ) (13,562 ) 15,995 11,256 - Net (loss) income $ (8,461 ) $ (11,981 ) $ (15,270 ) $ 15,995 $ 11,256 $ (8,461 ) HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SIX MONTHS ENDED APRIL 30, 201 7 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Homebuilding $ - $ - $ 939,314 $ 171,287 $ - $ 1,110,601 Financial services 5,247 22,096 27,343 Intercompany charges 46,158 (46,158 ) - Total revenues - 46,158 944,561 193,383 (46,158 ) 1,137,944 Expenses: Homebuilding 1,999 66,029 917,341 146,912 1,132,281 Financial services 3,473 10,742 14,215 Intercompany charges 46,158 (46,158 ) - Total expenses 1,999 66,029 966,972 157,654 (46,158 ) 1,146,496 Gain on extinguishment of debt 7,404 7,404 I ncome (loss) from unconsolidated joint ventures 36 (6,264 ) (6,228 ) (Loss) income before income taxes (1,999 ) (12,467 ) (22,375 ) 29,465 - (7,376 ) State and federal income tax (benefit) provision (22,813 ) (15,289 ) 37,551 (551 ) Equity in (loss) income of consolidated subsidiaries (27,639 ) (28,889 ) 29,465 27,063 - Net (loss) income $ (6,825 ) $ (26,067 ) $ (30,461 ) $ 29,465 $ 27,063 $ (6,825 ) HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SIX MONTHS ENDED APRIL 30, 201 6 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Homebuilding $ - $ - $ 998,328 $ 196,771 $ - $ 1,195,099 Financial services 4,921 30,308 35,229 Intercompany charges 61,107 (61,107 ) - Total revenues - 61,107 1,003,249 227,079 (61,107 ) 1,230,328 Expenses: Homebuilding 1,597 69,207 992,173 177,490 1,240,467 Financial services 3,447 14,386 17,833 Intercompany charges 60,301 806 (61,107 ) - Total expenses 1,597 69,207 1,055,921 192,682 (61,107 ) 1,258,300 Income (loss) from unconsolidated joint ventures 23 (2,849 ) (2,826 ) (Loss) income before income taxes (1,597 ) (8,100 ) (52,649 ) 31,548 - (30,798 ) State and federal income tax (benefit) provision (19,435 ) (15,328 ) 28,599 (6,164 ) Equity in (loss) income of consolidated subsidiaries (42,472 ) (27,072 ) 31,548 37,996 - Net (loss) income $ (24,634 ) $ (19,844 ) $ (49,700 ) $ 31,548 $ 37,996 $ (24,634 ) HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED APRIL 30, 201 7 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (6,825 ) $ (26,067 ) $ (30,461 ) $ 29,465 $ 27,063 $ (6,825 ) Adjustments to reconcile net (loss) income to net cash used in operating activities (17,958 ) (14,731 ) 168,583 15,212 (27,063 ) 124,043 Net cash (used in) provided by operating activities (24,783 ) (40,798 ) 138,122 44,677 - 117,218 Cash flows from investing activities: Proceeds from sale of property and assets 86 86 Purchase of property, equipment & other fixed assets and acquisitions (4,500 ) (4,500 ) Increase in restricted cash related to mortgage company (2,715 ) (2,715 ) Decrease in restricted cash related to letters of credit 1 1 Investments in and advances to unconsolidated joint ventures (240 ) (23,128 ) (23,368 ) Distributions of capital from unconsolidated joint ventures 27 10,708 10,735 Intercompany investing activities 7,043 (7,043 ) - Net cash provided by (used in) investing activities - 6,804 (4,387 ) (15,135 ) (7,043 ) (19,761 ) Cash flows from financing activities: Net payments related to mortgages and notes (3,116 ) (13,124 ) (16,240 ) Net proceeds from model sale leaseback financing programs 698 (2,516 ) (1,818 ) Net proceeds from land bank financing programs (27,176 ) (5,798 ) (32,974 ) Payments related to senior notes and senior amortizing notes (33,327 ) (33,327 ) Net proceeds related to mortgage warehouse lines of credit (75,471 ) (75,471 ) Deferred financing costs from land bank financing programs and note issuances (2,459 ) (973 ) (173 ) (3,605 ) Intercompany financing activities 24,783 (105,862 ) 74,036 7,043 - Net cash provided by (used in) financing activities 24,783 (35,786 ) (136,429 ) (23,046 ) 7,043 (163,435 ) Net (decrease) increase in cash - (69,780 ) (2,694 ) 6,496 - (65,978 ) Cash and cash equivalents balance, beginning of period 261,553 (395 ) 85,607 346,765 Cash and cash equivalents balance, end of period $ - $ 191,773 $ (3,089 ) $ 92,103 $ - $ 280,787 HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED APRIL 30, 201 6 (In Thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net (loss) income $ (24,634 ) $ (19,844 ) $ (49,700 ) $ 31,548 $ 37,996 $ (24,634 ) Adjustments to reconcile net (loss) income to net cash used in operating activities (12,034 ) 22,078 120,711 (99,312 ) (37,996 ) (6,553 ) Net cash (used in) provided by operating activities (36,668 ) 2,234 71,011 (67,764 ) - (31,187 ) Cash flows from investing activities: Proceeds from sale of property and assets 94 21 115 Purchase of property, equipment & other fixed assets and acquisitions (1,620 ) (31 ) (1,651 ) Increase in restricted cash related to mortgage company (204 ) (204 ) Decrease in restricted cash related to letters of credit 325 325 Investments in and advances to unconsolidated joint ventures (130 ) (990 ) (15,623 ) (16,743 ) Distributions of capital from unconsolidated joint ventures (186 ) 1,087 4,164 5,065 Intercompany investing activities 80,160 (80,160 ) - Net cash (used in) provided by investing activities - 80,169 (1,429 ) (11,673 ) (80,160 ) (13,093 ) Cash flows from financing activities: Net payments related to mortgages and notes (13,649 ) (5,490 ) (19,139 ) Net proceeds from model sale leaseback financing programs 3,179 (1,960 ) 1,219 Net proceeds from land bank financing programs 90,425 24,048 114,473 Payments related to senior notes and senior amortizing notes (175,040 ) (175,040 ) Borrowings from revolving credit facility 3,000 3,000 Net proceeds related to mortgage warehouse lines of credit 257 257 Deferred financing costs from land bank financing programs and note issuances (3,380 ) (1,201 ) (4,581 ) Intercompany financing activities 36,668 (146,900 ) 30,072 80,160 - Net cash (used in) provided by financing activities 36,668 (172,040 ) (70,325 ) 45,726 80,160 (79,811 ) Net decrease in cash and cash equivalents - (89,637 ) (743 ) (33,711 ) - (124,091 ) Cash and cash equivalents balance, beginning of period 199,318 (4,800 ) 59,227 253,745 Cash and cash equivalents balance, end of period $ - $ 109,681 $ (5,543 ) $ 25,516 $ - $ 129,654 |