Hovnanian Enterprises Inc 10-K/A, filed Mar 24, 2021
Hovnanian Enterprises Inc (HOV)
About this 10-K/A
Hovnanian Enterprises Inc filed this 10-K/A on March 24, 2021, covering the fiscal year ended October 31, 2020.
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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1/1,000th of a share of 7.625% Series A
Preferred Stock
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Large Accelerated Filer ☐
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Nonaccelerated Filer ☐
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Smaller Reporting Company
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Emerging Growth Company
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3(a)
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3(b)
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4(a)
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4(b)
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10(a)
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10(n)*
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10(o)*
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10(p)*
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10(q)*
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Management Agreement dated August 12, 1983, for the management of properties by K. Hovnanian Investment Properties, Inc (Incorporated by reference to Exhibits to Registration Statement (No. 2-85198) on Form S-1 of the Registrant).
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21
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23(a)
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23(b)
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23(c)
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| 23(d) | Consent of Deloitte & Touche LLP. |
| 23(e) | Consent of Deloitte & Touche LLP. |
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31(a)
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31(b)
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32(a)
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32(b)
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99(a)
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99(b)
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| 99(c) | Financial Statements of Port Imperial Partners, LLC. |
| 99(d) | Financial Statements of Hovsite Holdings III LLC. |
| 101 | The following financial information from our Annual Report on Form 10-K for the year ended October 31, 2020, formatted in inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Balance Sheets at October 31, 2020 and October 31, 2019, (ii) the Consolidated Statements of Operations for the years ended October 31, 2020, 2019 and 2018, (iii) the Consolidated Statements of Changes in Equity Deficit for years ended October 31, 2020, 2019 and 2018 (iv) the Consolidated Statements of Cash Flows for the years ended October 31, 2020, 2019 and 2018, and (v) the Notes to Consolidated Financial Statements (incorporated by reference to the Annual Report on Form 10-K for the year ended October 31, 2020 of the Registrant). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Management contracts or compensatory plans or arrangements.
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HOVNANIAN ENTERPRISES, INC.
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By:
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/s/ BRAD G. O'CONNOR
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Brad G. O'Connor
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Senior Vice President, Treasurer and Chief Accounting Officer
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March 24, 2021
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Exhibit 23(d)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration Statements of our report dated March 26, 2019, relating to the consolidated financial statements of Port Imperial Partners, LLC and its subsidiaries appearing in this Amendment No. 2 to the Annual Report on Form 10-K of Hovnanian Enterprises, Inc. for the year ended October 31, 2020:
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1. |
Registration Statements Nos. 333-113758, 333-106756, and 333-92977 on Form S-8 pertaining to the Amended and Restated 2008 Hovnanian Enterprises, Inc. Stock Incentive Plan (which superseded and replaced the Amended and Restated 1999 Hovnanian Enterprises, Inc. Stock Incentive Plan), and Hovnanian Enterprises. Inc. Senior Executive Short-Term Incentive Plan, as amended and restated; |
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2. |
Registration Statement No. 333-56972 on Form S-8 pertaining to the Hovnanian Enterprises, Inc. 1983 Stock Option Plan as amended and restated; |
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3. |
Registration Statement No. 333-56640 on Form S-8 pertaining to the Washington Homes Employee Stock Option Plan; |
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4. |
Registration Statement No. 333-180668 on Form S-8 pertaining to the 2012 Hovnanian Enterprises, Inc. Stock Incentive Plan; |
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5. |
Registration Statement Nos. 333-194542, 333-210218 and 333-230417 on Form S-8 pertaining to the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan; and |
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6. |
Registration Statement No. 333-239045 on Form S-8 pertaining to the 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. |
/s/ Deloitte & Touche LLP
New York, New York
March 24, 2021
Exhibit 23(e)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration Statements of our report dated February 26, 2021, relating to the consolidated financial statements of Hovsite Holdings III LLC and its subsidiaries appearing in this Amendment No. 2 to the Annual Report on Form 10-K of Hovnanian Enterprises, Inc. for the year ended October 31, 2020:
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1. |
Registration Statements Nos. 333-113758, 333-106756, and 333-92977 on Form S-8 pertaining to the Amended and Restated 2008 Hovnanian Enterprises, Inc. Stock Incentive Plan (which superseded and replaced the Amended and Restated 1999 Hovnanian Enterprises, Inc. Stock Incentive Plan), and Hovnanian Enterprises. Inc. Senior Executive Short-Term Incentive Plan, as amended and restated; |
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2. |
Registration Statement No. 333-56972 on Form S-8 pertaining to the Hovnanian Enterprises, Inc. 1983 Stock Option Plan as amended and restated; |
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3. |
Registration Statement No. 333-56640 on Form S-8 pertaining to the Washington Homes Employee Stock Option Plan; |
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4. |
Registration Statement No. 333-180668 on Form S-8 pertaining to the 2012 Hovnanian Enterprises, Inc. Stock Incentive Plan. |
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5. |
Registration Statement Nos. 333-194542, 333-210218 and 333-230417 on Form S-8 pertaining to the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan; and |
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6. |
Registration Statement No. 333-239045 on Form S-8 pertaining to the 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. |
/s/ Deloitte & Touche LLP
New York, New York
March 24, 2021
CERTIFICATIONS
Exhibit 31(a)
I, Ara K. Hovnanian, certify that:
1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K for the year ended October 31, 2020 (the “report”) of Hovnanian Enterprises, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
Date: March 24, 2021
/s/ARA K. HOVNANIAN
Ara K. Hovnanian
Chairman, President and Chief Executive Officer
CERTIFICATIONS
Exhibit 31(b)
I, J. Larry Sorsby, certify that:
1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K for the year ended October 31, 2020 (the “report”) of Hovnanian Enterprises, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
Date: March 24, 2021
/s/J. LARRY SORSBY
J. Larry Sorsby
Executive Vice President and Chief Financial Officer
Exhibit 32(a)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 2 to the Annual Report of Hovnanian Enterprises, Inc. (the “Company”) on Form 10-K for the year ended October 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ara K. Hovnanian, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 24, 2021
/s/ARA K. HOVNANIAN
Ara K. Hovnanian
Chairman, President and Chief Executive Officer
Exhibit 32(b)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 2 to the Annual Report of Hovnanian Enterprises, Inc. (the “Company”) on Form 10-K for the year ended October 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Larry Sorsby, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 24, 2021
/s/ J. LARRY SORSBY
J. Larry Sorsby
Executive Vice President and Chief Financial Officer
Exhibit 99(c)
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Consolidated Financial Statements
Port Imperial Partners, LLC As Of December 31, 2020 and 2019 and For The Years Ended December 31, 2020, 2019 and 2018 With Independent Auditors’ Report |
Port Imperial Partners, LLC
Consolidated Financial Statements
As Of December 31, 2020 and 2019 and For The
Years Ended December 31, 2020, 2019 and 2018
Contents
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Independent Auditors' Report |
2-3 |
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Consolidated Financial Statements |
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Consolidated Balance Sheets |
4 |
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Consolidated Statements of Operations |
5 |
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Consolidated Statements of Changes in Members’ Equity |
6 |
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Consolidated Statements of Cash Flows |
7 |
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Notes to Consolidated Financial Statements |
8-12 |
INDEPENDENT AUDITORS' REPORT
To the Members of
Port Imperial Partners, LLC
Matawan, New Jersey
We have audited the accompanying consolidated financial statements of Port Imperial Partners, LLC and its subsidiaries (the "Company"), which comprise the consolidated statements of operations, changes in member’s equity, and cash flows for the year ended December 31, 2018, and the related notes to the consolidated financial statements.
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018 in accordance with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
March 26, 2019
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Port Imperial Partners, LLC |
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Consolidated Balance Sheets |
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(Dollars in Thousands) |
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December 31, |
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2020 |
2019 |
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(Unaudited) |
(Unaudited) |
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Assets |
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Cash |
$ | 1,773 | $ | 364 | ||||
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Restricted cash |
1,504 | 1,133 | ||||||
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Receivables and deposits |
3,064 | 2,789 | ||||||
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Inventories: |
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Land and land development |
7,278 | 14,052 | ||||||
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Construction in process |
43,933 | 85,093 | ||||||
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Total inventories |
51,211 | 99,145 | ||||||
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Prepaid expenses |
1,706 | 3,250 | ||||||
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Total assets |
$ | 59,258 | $ | 106,681 | ||||
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Liabilities and Members’ equity |
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Notes payable, net of debt issuance costs |
$ | 29,326 | $ | 25,083 | ||||
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Accounts payable and other liabilities |
1,952 | 2,161 | ||||||
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Customers’ deposits |
653 | 510 | ||||||
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Accrued interest |
149 | 192 | ||||||
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Total liabilities |
32,080 | 27,946 | ||||||
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Commitments and contingencies (Note 5) |
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Members’ equity |
27,178 | 78,735 | ||||||
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Total liabilities and members’ equity |
$ | 59,258 | $ | 106,681 | ||||
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See notes to consolidated financial statements. |
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Port Imperial Partners, LLC |
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Consolidated Statements of Operations |
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(Dollars in Thousands) |
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Years Ended December 31, |
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2020 |
2019 |
2018 |
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(Unaudited) |
(Unaudited) |
(Audited) |
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Revenue: |
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Sale of homes |
$ | 69,195 | $ | 68,375 | $ | 125,265 | ||||||
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Other revenue |
2 | 1 | 5 | |||||||||
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Total revenue |
69,197 | 68,376 | 125,270 | |||||||||
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Expenses: |
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Direct costs: |
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Land and land development |
6,817 | 6,452 | 11,392 | |||||||||
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Construction |
38,009 | 33,111 | 57,519 | |||||||||
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Other |
7,729 | 6,857 | 9,520 | |||||||||
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Direct cost of sales |
52,555 | 46,420 | 78,431 | |||||||||
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Cost of sales interest |
2,425 | 2,557 | 6,883 | |||||||||
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Indirect cost of sales: |
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Construction and service overhead |
1,141 | 1,329 | 1,476 | |||||||||
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Other |
466 | 532 | 866 | |||||||||
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Total indirect cost of sales |
1,607 | 1,861 | 2,342 | |||||||||
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Selling, general and administrative expense |
4,628 | 5,074 | 9,454 | |||||||||
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Interest expense |
1,898 | 4,643 | 2,680 | |||||||||
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Net income |
$ | 6,084 | $ | 7,821 | $ | 25,480 | ||||||
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See notes to consolidated financial statements. |
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Port Imperial Partners, LLC |
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Consolidated Statements of Changes in Members’ Equity |
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(Dollars in Thousands) |
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For The Years Ended December 31, 2020, 2019 and 2018 |
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K. Hovnanian at Port Imperial |
TRI-FIVE |
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Investment, |
Port Imperial, |
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LLC |
LLC |
Total |
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Balance at January 1, 2018 (unaudited) |
$ | 14,618 | $ | 58,471 | $ | 73,089 | ||||||
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Capital contributions |
229 | 916 | 1,145 | |||||||||
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Capital distribution |
(21,400 | ) | (21,400 | ) | ||||||||
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Net income |
5,096 | 20,384 | 25,480 | |||||||||
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Balance at December 31, 2018 (audited) |
19,943 | 58,371 | 78,314 | |||||||||
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Capital distributions |
- | (7,400 | ) | (7,400 | ) | |||||||
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Net income |
1,564 | 6,257 | 7,821 | |||||||||
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Balance at December 31, 2019 (unaudited) |
21,507 | 57,228 | 78,735 | |||||||||
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Capital distributions |
(8,950 | ) | (48,691 | ) | (57,641 | ) | ||||||
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Net income |
1,217 | 4,867 | 6,084 | |||||||||
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Balance at December 31, 2020 (unaudited) |
$ | 13,774 | $ | 13,404 | $ | 27,178 | ||||||
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See notes to consolidated financial statements. |
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Port Imperial Partners, LLC |
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Consolidated Statement of Cash Flows |
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(Dollars in Thousands) |
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Years Ended December 31, |
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2020 |
2019 |
2018 |
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(Unaudited) |
(Unaudited) |
(Audited) |
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Operating activities |
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Net income |
$ | 6,084 | $ | 7,821 | $ | 25,480 | ||||||
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Amortization of deferred financing costs |
246 | 537 | 836 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
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Depreciation |
10 | |||||||||||
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Receivables, deposits and prepaid expenses |
1,259 | 1,354 | 1,582 | |||||||||
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Inventories |
47,934 | 40,850 | 42,617 | |||||||||
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Accounts payable, other liabilities and accrued interest |
(252 | ) | (6,152 | ) | (12,565 | ) | ||||||
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Customers’ deposits |
143 | 252 | (3,740 | ) | ||||||||
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Net cash provided by operating activities |
55,424 | 44,662 | 54,210 | |||||||||
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Financing activities |
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Member contributions |
- | - | 1,145 | |||||||||
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Member distributions |
(57,641 | ) | (7,400 | ) | (21,400 | ) | ||||||
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Proceeds from notes payable |
42,835 | - | 30,632 | |||||||||
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Payments related to notes payable |
(38,203 | ) | (39,342 | ) | (69,059 | ) | ||||||
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Deferred financing costs from model financing program and notes payable |
(635 | ) | (272 | ) | (191 | ) | ||||||
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Net cash used in financing activities |
(53,644 | ) | (47,014 | ) | (58,873 | ) | ||||||
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Net increase (decrease) in cash and restricted cash |
1,780 | (2,352 | ) | (4,663 | ) | |||||||
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Cash and restricted cash balance, beginning of year |
1,497 | 3,849 | 8,512 | |||||||||
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Cash and restricted cash balance, end of year |
$ | 3,277 | $ | 1,497 | $ | 3,849 | ||||||
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Supplemental disclosures of cash flows: |
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Cash paid for interest, net of amounts capitalized |
$ | 2,182 | $ | 4,800 | $ | 2,481 | ||||||
| Reconciliation of cash and restricted cash | ||||||||||||
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Cash |
$ | 1,773 | $ | 364 | $ | 3,071 | ||||||
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Restricted cash |
1,504 | 1,133 | 778 | |||||||||
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Total cash and restricted cash |
$ | 3,277 | $ | 1,497 | $ | 3,849 | ||||||
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See notes to consolidated financial statements. |
Port Imperial Partners, LLC
Notes to Consolidated Financial Statements
As Of and For The Years Ended December 31, 2020 (unaudited),
2019 (unaudited) and 2018 (audited)
1. Description of Business
Port Imperial Partners, LLC (with its subsidiaries, the “Company”) is a residential home developer that markets its products in New Jersey. All construction activity is performed by a general contractor supervised by the Company.
On November 4, 2015, K. Hovnanian at Port Imperial Investment, LLC (“K-Hov”) (a subsidiary of K. Hovnanian Enterprises, Inc.) entered into a joint venture agreement with Tri-Five Port Imperial, LLC (“Tri Five”) (an affiliate of Tri Pacific Capital Advisors, LLC) to develop, construct, and sell single family attached condominium units. The Company purchased the property from another subsidiary of K. Hovnanian Enterprises, Inc. This property was purchased at fair value.
The Company is a limited-life entity. As the existing units are built and sold, operations will decline and cease when all the units within the high-rise building have been delivered. Capital was contributed by K-Hov and Tri Five in the following proportion: 20% by K-Hov; and 80% by Tri Five. The joint venture agreement specifies how profits and losses and cash distributions are allocated to the investors. Also, in accordance with the joint venture agreement, K-Hov is the managing member, with all significant decisions shared equally by both members.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries after elimination of all intercompany balances and transactions.
Revenue Recognition
Income from home sales is recorded when title is conveyed to the buyer, adequate cash payment has been received, and there is no continued involvement. Nonrefundable deposits received from customers upon the signing of a sales contract are recognized as other revenue if the contract is terminated by the customer.
Port Imperial Partners, LLC
Notes to Consolidated Financial Statements (continued)
Cash
Cash includes deposits in checking accounts. Cash balances are held at a financial institution and may, at times, exceed insurable amounts. The Company believes that it mitigates the risk by depositing the cash in a major financial institution.
Restricted cash
Restricted cash includes cash collateralizing the per home warranty service dollars discussed below.
Inventories
Inventories are stated at cost unless the inventory is determined to be impaired, in which case the inventory is written down to its fair value. Inventories of units include all direct costs of construction, plus capitalized costs, including construction administration, property taxes, interest, and legal fees that relate to development projects. Direct construction costs, land, land development, and common facility costs are accumulated and allocated to each unit and relieved through cost of sales using the relative sales value method.
Start-up costs incurred in connection with planned developments are expected to be recovered from the sale of homes and are capitalized. Management periodically reviews the feasibility of planned developments and expenses the costs of developments that are abandoned or which cannot be recovered through the realization of future sales revenue.
The Company records impairment losses on inventories related to communities or units under development when events and circumstances indicate they may be impaired and the Company will not be able to recover its recorded investment. The Company has not recorded any inventory impairments in the years ended December 31, 2020, 2019 and 2018.
Interest
Interest attributable to properties under development during the land development and home construction period is capitalized and expensed along with the associated cost of sales as the related inventories are sold. Interest incurred in excess of interest capitalized is expensed immediately.
Port Imperial Partners, LLC
Notes to Consolidated Financial Statements (continued)
Warranty Allowances
The Company warranties a home for most ordinary defects generally for the first year of ownership and for major structural defects for the first 10 years of ownership. All warranty services will be provided by and are the responsibility of an affiliate of K-Hov. The Company pays a fixed fee per unit at closing. These fees are deposited into a restricted cash account maintained by the Company until approvals are granted which allow for reimbursement to be paid to such affiliate, K. Hovnanian JV Services Company, L.L.C., to cover the cost of the warranty services after they have been incurred. Additions and charges to the warranty reserve, which is included in accounts payable and other liabilities on the accompanying consolidated balance sheets, were as follows:
|
(In thousands) |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
||||||
|
Balance, beginning of period |
$ | 1,133 | $ | 777 | ||||
|
Additions |
385 | 399 | ||||||
|
Charges |
(15 | ) | (43 | ) | ||||
|
Balance, end of period |
$ | 1,503 | $ | 1,133 | ||||
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs totaled $0.4 million, $0.8 million and $1.5 for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, and are included in Selling, general and administrative expense on the accompanying consolidated statements of operations.
Income Taxes
A limited liability company is not subject to the payment of federal or state income taxes, as the components of its income and expenses flow through directly to the members. Accordingly, no provision for income taxes has been reflected in the accompanying consolidated financial statements.
Port Imperial Partners, LLC
Notes to Consolidated Financial Statements (continued)
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and these differences could have a significant impact on the consolidated financial statements.
3. Related-Party Transactions
As the administrative and development member of the Company, K-Hov provides certain services to the Company. In connection with providing these services, K-Hov receives fees, which are summarized as follows:
|
Administrative charge |
4% of home sales revenue |
|
Warranty services charge |
$7,000 per home sold |
In addition, as investor member of the Company, Tri Five receives fees, which are summarized as follows:
|
Investor member charge |
1% of Home Sales Revenue |
The administrative and investor member charges are included in Selling, general and administrative expense and the warranty services charge is included in Indirect cost of sales – Other on the consolidated statements of operations.
The following table summarizes the related party fees incurred:
|
(In thousands) |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
Year Ended December 31, 2018 |
|||||||||
|
Administrative charge |
$ | 2,768 | $ | 2,703 | $ | 5,080 | ||||||
|
Warranty services charge |
$ | 385 | $ | 356 | $ | 777 | ||||||
|
Investor member charge |
$ | 741 | $ | 636 | $ | 1,261 | ||||||
Port Imperial Partners, LLC
Notes to Consolidated Financial Statements (continued)
4. Notes Payable
The Company had a secured construction loan with American Life Insurance Company that had an original maturity of June 1, 2019. The Company had options to extend the term of the loan for two successive one-year terms, upon notice to the lender sent no earlier than January 31, 2019 or January 31, 2020, respectively, and sent no later than May 1, 2019 or April 30, 2020, respectively. The Company notified the lender of its intention to extend the loan within the notification period referred to above. As such, the maturity date was extended to June 1, 2020. As of December 31, 2019, the note had a principal balance of $25.1 million, respectively. There was $0.2 million of accrued, unpaid interest as of December 31, 2019, respectively. Interest on the loan was LIBOR plus 6.00% and, therefore, can fluctuate, but was payable monthly at a rate of 8.35% and 7.37% per annum as of December 31, 2019, which can be deferred and added to the unpaid principal balance, and thereafter, can be subject to interest at the note rate. The note was secured by all of the Company’s property and improvements. In August 2020, the Company refinanced the loan with Western Alliance Bank, at which time the existing loan was paid off. The total commitment is $42.8 million and matures on August 14, 2022. As of December 31, 2020, the note had an outstanding principal balance of $29.8 million. There was $0.1 million of accrued, unpaid interest as of December 31, 2020. Interest on the loan is payable monthly at a rate of LIBOR plus 3.75% with a floor rate of 5.25% and, therefore, can fluctuate. The note is secured by all of the Company’s property and improvements.
5. Commitments and Contingencies
The Company is not currently involved in any claims and legal actions arising in the ordinary course of business. If the Company were to become involved in any, management would decide if the ultimate disposition of these matters will have a material adverse effect or not on the Company’s consolidated financial statements.
6. Subsequent Events
The Company evaluated subsequent events that took place after December 31, 2020, through March 24, 2021, the date the consolidated financial statements were available to be issued. The Company is not aware of any subsequent events that require disclosure in or adjustments to the consolidated financial statements as of December 31, 2020.
******
Exhibit 99(d)
|
Consolidated Financial Statements
Hovsite Holdings III LLC As Of December 31, 2020 And 2019 And For The Years Ended December 31, 2020, 2019 and 2018 With Independent Auditors’ Report |
Hovsite Holdings III LLC
Consolidated Financial Statements
As Of December 31, 2020 And 2019 And For The
Years Ended December 31, 2020, 2019 and 2018
Contents
|
Independent Auditors' Report |
1-2 |
|
Consolidated Financial Statements |
|
|
Consolidated Balance Sheets |
3 |
|
Consolidated Statements of Operations |
4 |
|
Consolidated Statements of Changes in Members’ Equity |
5 |
|
Consolidated Statements of Cash Flows |
6 |
|
Notes to Consolidated Financial Statements |
7-12 |
INDEPENDENT AUDITORS' REPORT
To the Members of
Hovsite Holdings III LLC
Matawan, New Jersey
We have audited the accompanying consolidated financial statements of Hovsite Holdings III LLC and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements.
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hovsite Holdings III LLC and its subsidiaries as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2020, in accordance with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
February 26, 2021
|
Hovsite Holdings III LLC |
|
Consolidated Balance Sheets |
|
(Dollars in Thousands) |
|
December 31, |
||||||||
|
2020 |
2019 |
|||||||
|
Assets |
||||||||
|
Cash |
$ | 8,557 | $ | 3,919 | ||||
|
Restricted cash and cash equivalents |
1,839 | 1,591 | ||||||
|
Receivables and deposits |
- | 223 | ||||||
|
Inventories: |
||||||||
|
Land and land development |
64,436 | 78,476 | ||||||
|
Construction in process |
10,026 | 11,208 | ||||||
|
Consolidated inventory not owned |
4,432 | 7,459 | ||||||
|
Total inventories |
78,894 | 97,143 | ||||||
|
Prepaid expenses and other assets |
4,301 | 4,283 | ||||||
|
Total assets |
$ | 93,591 | $ | 107,159 | ||||
|
Liabilities and Members’ equity |
||||||||
|
Notes payable |
$ | 16,100 | $ | 28,541 | ||||
|
Liabilities from inventory not owned, net of debt issuance costs |
3,780 | 6,492 | ||||||
|
Accounts payable and other liabilities |
4,430 | 4,034 | ||||||
|
Customers’ deposits |
1,064 | 299 | ||||||
|
Accrued Interest |
157 | 223 | ||||||
|
Total liabilities |
25,531 | 39,589 | ||||||
|
Commitments and contingencies (Note 5) |
||||||||
|
Members’ equity |
68,060 | 67,570 | ||||||
|
Total liabilities and members’ equity |
$ | 93,591 | $ | 107,159 | ||||
|
See notes to consolidated financial statements. |
|
Hovsite Holdings III LLC |
|
Consolidated Statements of Operations |
|
(Dollars in Thousands) |
|
Years Ended December 31, |
||||||||||||
|
2020 |
2019 |
2018 |
||||||||||
|
Revenue: |
||||||||||||
|
Sale of homes |
$ | 52,373 | $ | 44,341 | $ | 25,163 | ||||||
|
Other revenue |
45 | 184 | 35 | |||||||||
|
Total revenue |
52,418 | 44,525 | 25,198 | |||||||||
|
Expenses: |
||||||||||||
|
Direct costs: |
||||||||||||
|
Land and land development |
20,565 | 17,548 | 10,280 | |||||||||
|
Construction |
21,102 | 17,411 | 9,799 | |||||||||
|
Other |
2,814 | 2,089 | 1,327 | |||||||||
|
Direct cost of sales |
44,481 | 37,048 | 21,406 | |||||||||
|
Cost of sales interest |
1,622 | 981 | 737 | |||||||||
|
Indirect cost of sales: |
||||||||||||
|
Construction and service overhead |
1,385 | 1,550 | 974 | |||||||||
|
Other |
1,708 | 1,689 | 655 | |||||||||
|
Total indirect cost of sales |
3,093 | 3,239 | 1,629 | |||||||||
|
Selling, general and administrative expense |
1,686 | 1,852 | 2,094 | |||||||||
|
Interest expense |
1,046 | 1,791 | 2,743 | |||||||||
|
Net income (loss) |
$ | 490 | $ | (386 | ) | $ | (3,411 | ) | ||||
|
See notes to consolidated financial statements. |
|
Hovsite Holdings III LLC |
|
Consolidated Statements of Changes in Members’ Equity |
|
(Dollars in Thousands) |
|
For The Years Ended December 31, 2020, 2019 and 2018 |
|
K. Hovnanian |
||||||||||||
|
GTIS HR III |
Hovsite III |
|||||||||||
|
Aggregator |
Investment, |
|||||||||||
|
LLC |
LLC |
Total |
||||||||||
|
Balance at January 1, 2018 |
$ | 46,644 | $ | 22,723 | $ | 69,367 | ||||||
|
Capital contributions |
- | 2,000 | 2,000 | |||||||||
|
Net loss |
(2,076 | ) | (1,335 | ) | (3,411 | ) | ||||||
|
Balance at December 31, 2018 |
44,568 | 23,388 | 67,956 | |||||||||
|
Net loss |
(253 | ) | (133 | ) | (386 | ) | ||||||
|
Balance at December 31, 2019 |
44,315 | 23,255 | 67,570 | |||||||||
|
Net income |
322 | 168 | 490 | |||||||||
|
Balance at December 31, 2020 |
$ | 44,637 | $ | 23,423 | $ | 68,060 | ||||||
|
See notes to consolidated financial statements. |
|
Hovsite Holdings III LLC |
|
Consolidated Statement of Cash Flows |
|
(Dollars in Thousands) |
|
Years Ended December 31, |
||||||||||||
|
2020 |
2019 |
2018 |
||||||||||
|
Operating activities |
||||||||||||
|
Net income (loss) |
$ | 490 | $ | (386 | ) | $ | (3,411 | ) | ||||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||||||
|
Amortization of deferred financing costs |
94 | - | 71 | |||||||||
|
Changes in operating assets and liabilities: |
||||||||||||
|
Receivables, deposits and prepaid expenses |
205 | (245 | ) | 3,703 | ||||||||
|
Inventories |
18,249 | 7,862 | 2,959 | |||||||||
|
Accounts payable, other liabilities and accrued interest |
330 | 587 | (7,095 | ) | ||||||||
|
Customers’ deposits |
765 | 31 | 268 | |||||||||
|
Net cash provided by (used in) operating activities |
20,133 | 7,849 | (3,505 | ) | ||||||||
|
Financing activities |
||||||||||||
|
Member contributions |
- | - | 2,000 | |||||||||
|
Payments related to notes payable |
(12,441 | ) | (5,182 | ) | (1,722 | ) | ||||||
|
Payment related to model sale leaseback financing program |
(2,806 | ) | - | - | ||||||||
|
Net cash (used in) provided by financing activities |
(15,247 | ) | (5,182 | ) | 278 | |||||||
|
Net increase (decrease) in cash and restricted cash and cash equivalents |
4,886 | 2,667 | (3,226 | ) | ||||||||
|
Cash and restricted cash and cash equivalents balance, beginning of year |
5,510 | 2,843 | 6,069 | |||||||||
|
Cash and restricted cash and cash equivalents balance, end of year |
$ | 10,396 | $ | 5,510 | $ | 2,843 | ||||||
|
Supplemental disclosures of cash flows: |
||||||||||||
|
Cash paid for interest, net of amounts capitalized |
$ | 1,112 | $ | 1,840 | $ | 3,976 | ||||||
|
Reconciliation of cash and restricted cash and cash equivalents: |
||||||||||||
|
Cash |
$ | 8,557 | $ | 3,919 | $ | 1,618 | ||||||
|
Restricted cash and cash equivalents |
1,839 | 1,591 | 1,225 | |||||||||
|
Total cash and restricted cash and cash equivalents |
$ | 10,396 | $ | 5,510 | $ | 2,843 | ||||||
|
See notes to consolidated financial statements. |
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements
As Of And For The Years Ended December 31, 2020, 2019 and 2018
1. Description of Business
Hovsite Holdings III LLC (with its subsidiaries, the “Company”) is a residential home developer that markets its products in Florida. All construction activity is performed by subcontractors supervised by the Company.
On September 29, 2014, K. Hovnanian Hovsite III Investment, LLC (“K-Hov”) (a subsidiary of K. Hovnanian Enterprises, Inc.) entered into a joint venture agreement with GTIS HR III Aggregator LLC (“GTIS”) (an affiliate of GoldenTree InSite Partners) to develop, construct, and sell residential communities. The Company purchased property in Florida from a third-party seller at fair value.
The Company is a limited-life entity, where no additional properties are to be optioned, purchased, or developed, other than under specific circumstances as provided for under the joint venture agreement. As the existing lots are developed, built on, and sold, operations will decline and cease when all the homes have been delivered. In accordance with the joint venture agreement, dissolution must ultimately occur no later than December 31, 2059. Tier One Capital, as defined in the joint venture agreement, was contributed by K-Hov and GTIS in the following proportion: 20% by K-Hov; and 80% by GTIS. The joint venture agreement specifies how profits and losses and cash distributions are allocated to the investors. Until cumulative profits allocated to the investors generate a 12% internal rate of return on Tier One Capital, allocations will generally be based on the investor’s proportionate amount of Tier One Capital. As of December 31, 2020, this threshold has not been achieved. Also, in accordance with the joint venture agreement, K-Hov is the managing member, with all significant decisions shared equally by both members.
In February 2018, with an effective date as of December 2017, both members signed an amendment to the joint venture agreement to convert existing notes payable to affiliates into capital contributions. As a result, the amended sharing percentages as of December 31, 2018 and December 31, 2017 were 34.415% and 32.757% for the K-Hov member, respectively, and 65.585% and 67.243% for the GTIS member, respectively. Such percentages are still in effect as of December 31, 2020.
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries after elimination of all intercompany balances and transactions.
Revenue Recognition
Income from home sales is recorded when title is conveyed to the buyer, adequate cash payment has been received, and there is no continued involvement. Nonrefundable deposits received from customers upon the signing of a sales contract are recognized as other revenue if the contract is terminated by the customer.
Cash
Cash includes deposits in checking accounts. Cash balances are held at a financial institution and may, at times, exceed insurable amounts. The Company believes that it mitigates the risk by depositing the cash in a major financial institution.
Restricted cash and cash equivalents
Restricted cash and cash equivalents include cash collateralizing surety bonds, which is held in a money market account, as well as cash collateralizing the per home warranty service dollars discussed below.
Inventories
Inventories are stated at cost unless the inventory is determined to be impaired, in which case the inventory is written down to its fair value. Inventories of houses include all direct costs of construction, plus capitalized costs, including construction administration, property taxes, interest, and legal fees that relate to development projects. Land, land development, and common facility costs are accumulated by development and are allocated to homes within each development based on buildable acres to product types within each community, which, along with direct construction costs, are allocated to each unit and relieved through cost of sales using the specific identification method. Start-up costs incurred in connection with planned developments are expected to be recovered from the sale of homes and are capitalized. Management periodically reviews the feasibility of planned developments and expenses the costs of developments that are abandoned or which cannot be recovered through the realization of future sales revenue.
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements (continued)
The Company records impairment losses on inventories related to communities under development when events and circumstances indicate they may be impaired and the Company will not be able to recover its recorded investment. The Company has not recorded any inventory impairments since inception.
“Consolidated inventory not owned” consists of certain model sale leasebacks that are included on the balance sheet in accordance with GAAP. Some of the assets acquired by the Company included certain model homes sold and leased back 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 this continued involvement, for accounting purposes in accordance with Accounting Standards Codification (“ASC”) 606-10, “Revenue from Contracts with Customers,” these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of the balance sheet, at December 31, 2020 and 2019, inventory $4.4 million and $7.5 million was recorded to “Consolidated inventory not owned,” with a corresponding amount of $3.8 million and $6.5 million recorded to “Liabilities from inventories not owned, net of debt issuance costs.”
Interest
Interest attributable to properties under development during the land development and home construction period is capitalized and expensed along with the associated cost of sales as the related inventories are sold. Interest incurred in excess of interest capitalized is expensed immediately.
Warranty Allowances
The Company warranties a home for most ordinary defects generally for the first year of ownership and for major structural defects for the first 10 years of ownership. All warranty services will be provided by and are the responsibility of an affiliate of K-Hov. The Company pays a fixed fee per house at closing. These fees are deposited into restricted cash accounts maintained by the Company until approvals are granted which allow for reimbursement to be paid to such affiliate, K. Hovnanian JV Services Company, L.L.C., to cover the cost of the warranty services after they have been incurred. Additions and charges to the warranty reserve, which is included in accounts payable and other liabilities on the accompanying consolidated balance sheets, were as follows:
|
(In Thousands) |
Years Ended December 31, |
|||||||
|
2020 |
2019 |
|||||||
|
Balance, beginning of period |
$ | 958 | $ | 589 | ||||
|
Additions |
445 | 369 | ||||||
|
Charges |
(63 | ) | - | |||||
|
Balance, end of period |
$ | 1,340 | $ | 958 | ||||
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements (continued)
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs $0.4 million, $0.6 million and $0.9 million, for the years ended December 31, 2020, 2019 and 2018, respectively, and are included in Selling, general and administrative expense on the accompanying consolidated statements of operations.
Income Taxes
A limited liability company is not subject to the payment of federal or state income taxes, as the components of its income and expenses flow through directly to the members. Accordingly, no provision for income taxes has been reflected in the accompanying consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and these differences could have a significant impact on the consolidated financial statements.
3. Related-Party Transactions
As the managing member of the Company, K-Hov provides certain services to the Company. In connection with providing these services, K-Hov receives fees, which are summarized as follows:
|
Administrative charge |
4% of home sales revenue |
|
Insurance charge |
$4,500 per home sold |
|
Warranty services charge |
$5,500 per home sold |
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements (continued)
The administrative and insurance charges are included in Selling, general and administrative expense and the warranty services charge is included in Indirect cost of sales – Other on the consolidated statements of operations. The administrative charge has been suspended from being paid on the first 238 homes delivered after December 4, 2017 and will begin being paid thereafter. As a result, there was no administrative charge for the year ended December 31, 2020 and 2019.
The following table summarizes the related party fees incurred:
|
(In thousands) |
Years Ended December 31, |
|||||||||||
|
2020 |
2019 |
2018 |
||||||||||
|
Administrative charge |
$ | - | $ | - | $ | - | ||||||
|
Insurance charge |
$ | 365 | $ | 302 | $ | 185 | ||||||
|
Warranty services charge |
$ | 445 | $ | 369 | $ | 226 | ||||||
4. Notes Payable
The Company has a secured promissory note with a lender that matures on November 24, 2022. As of December 31, 2020 and 2019, the note had a principal balance of $16.1 million and $28.5 million, respectively, plus $0.2 million of accrued unpaid interest for both periods. Interest is payable monthly at a rate of 8.25%, for the first year, then the interest rate will be fixed at the Prime Interest Rate plus a margin of 500 basis points, which will be set annually on each adjustment date. The interest rate has a floor of 8.0% and a ceiling of 9.50%. The note is secured by all of the Company’s property and improvements.
5. Commitments and Contingencies
The Company is not currently involved in any claims or legal actions arising in the ordinary course of its business. If the Company were to become involved in any, management would decide, based on the facts and circumstances at that time, if the ultimate disposition of these matters could have a material adverse effect or not on the Company’s consolidated financial statements and assess whether a contingent liability would be necessary.
Hovsite Holdings III LLC
Notes to Consolidated Financial Statements (continued)
6. Subsequent Events
The Company evaluated subsequent events that took place after December 31, 2020, through February 26, 2021, the date the consolidated financial statements were available to be issued. The Company is not aware of any subsequent events that require disclosure in or adjustments to the consolidated financial statements as of December 31, 2020.
******