Edgar Filing: HOVNANIAN ENTERPRISES INC

hei_10q-013113.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For quarterly period ended JANUARY 31, 2013

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-8551

Hovnanian Enterprises, Inc. (Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)

22-1851059 (I.R.S. Employer Identification No.)

110 West Front Street, P.O. Box 500, Red Bank, NJ 07701 (Address of Principal Executive Offices)

732-747-7800 (Registrant's Telephone Number, Including Area Code)

N/A (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ X ]

Non-Accelerated Filer [ ] (Do not check if smaller reporting company) Smaller Reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 124,479,163 shares of Class A Common Stock and 14,658,151 shares of Class B Common Stock were outstanding as of March 1, 2013.

HOVNANIAN ENTERPRISES, INC.

FORM 10-Q

INDEX	PAGE NUMBER

PART I. Financial Information
Item l. Financial Statements:

Condensed Consolidated Balance Sheets as of January 31, 2013 (unaudited) and October 31, 2012	3

Condensed Consolidated Statements of Operations (unaudited) for the three months ended January 31, 2013 and 2012	5

Condensed Consolidated Statement of Equity (unaudited) for the three months ended January 31, 2013	6

Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended January 31, 2013 and 2012	7

Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3. Quantitative and Qualitative Disclosures About Market Risk	54

Item 4. Controls and Procedures	55

PART II. Other Information
Item 1. Legal Proceedings	55

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	55

Item 6. Exhibits	56

Signatures	57

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

	January 31, 2013		October 31, 2012
	(Unaudited)		(1)
ASSETS

Homebuilding:
Cash	$	232,793	$	258,323
Restricted cash and cash equivalents		39,580		41,732
Inventories:
Sold and unsold homes and lots under development		689,539		671,851
Land and land options held for future development or sale		225,455		218,996
Consolidated inventory not owned - other options		90,894		90,619
Total inventories		1,005,888		981,466
Investments in and advances to unconsolidated joint ventures		53,446		61,083
Receivables, deposits, and notes		47,338		61,794
Property, plant, and equipment – net		47,781		48,524
Prepaid expenses and other assets		58,689		66,694
Total homebuilding		1,485,515		1,519,616

Financial services:
Cash		5,360		14,909
Restricted cash and cash equivalents		11,915		22,470
Mortgage loans held for sale		72,424		117,024
Other assets		2,475		10,231
Total financial services		92,174		164,634
Income taxes receivable – including net deferred tax benefits		2,621		-
Total assets	$	1,580,310	$	1,684,250

(1) Derived from the audited balance sheet as of October 31, 2012.

See notes to condensed consolidated financial statements (unaudited).

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share Amounts)

	January 31, 2013			October 31, 2012
	(Unaudited)			(1)
LIABILITIES AND EQUITY

Homebuilding:
Nonrecourse mortgages	$	44,427		$	38,302
Accounts payable and other liabilities		261,478			296,510
Customers’ deposits		28,895			23,846
Nonrecourse mortgages secured by operating properties		18,522			18,775
Liabilities from inventory not owned		78,213			77,791
Total homebuilding		431,535			455,224

Financial services:
Accounts payable and other liabilities		20,822			37,609
Mortgage warehouse line of credit		52,038			107,485
Total financial services		72,860			145,094

Notes payable:
Senior secured notes		977,674			977,369
Senior notes		458,869			458,736
Senior amortizing notes		23,149			23,149
Senior exchangeable notes		63,887			76,851
TEU senior subordinated amortizing notes		5,150			6,091
Accrued interest		28,419			20,199
Total notes payable		1,557,148			1,562,395
Income taxes payable		-			6,882
Total liabilities		2,061,543			2,169,595

Equity:
Hovnanian Enterprises, Inc. stockholders’ equity deficit:
Preferred stock, $.01 par value - authorized 100,000 shares; issued 5,600 shares with a liquidation preference of $140,000 at January 31, 2013 and at October 31, 2012		135,299			135,299
Common stock, Class A, $.01 par value – authorized 200,000,000 shares; issued 136,239,926 shares at January 31, 2013 and 130,055,304 shares at October 31, 2012 (including 11,760,763 shares at January 31, 2013 and October 31, 2012 held in Treasury)		1,362			1,300
Common stock, Class B, $.01 par value (convertible to Class A at time of sale) – authorized 30,000,000 shares; issued 15,349,899 shares at January 31, 2013 and 15,350,101 shares at October 31, 2012 (including 691,748 shares at January 31, 2013 and October 31, 2012 held in Treasury)		153			154
Paid in capital - common stock		684,091			668,735
Accumulated deficit		(1,187,011	)		(1,175,703	)
Treasury stock - at cost		(115,360	)		(115,360	)
Total Hovnanian Enterprises, Inc. stockholders’ equity deficit		(481,466	)		(485,575	)
Noncontrolling interest in consolidated joint ventures		233			230
Total equity deficit		(481,233	)		(485,345	)
Total liabilities and equity	$	1,580,310		$	1,684,250

(1) Derived from the audited balance sheet as of October 31, 2012.

See notes to condensed consolidated financial statements (unaudited).

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Data)

(Unaudited)

	Three Months Ended January 31,
	2013			2012
Revenues:
Homebuilding:
Sale of homes	$	334,281		$	252,330
Land sales and other revenues		12,271			10,579
Total homebuilding		346,552			262,909
Financial services		11,659			6,690
Total revenues		358,211			269,599

Expenses:
Homebuilding:
Cost of sales, excluding interest		288,755			217,427
Cost of sales interest		10,280			12,476
Inventory impairment loss and land option write-offs		665			3,325
Total cost of sales		299,700			233,228
Selling, general and administrative		36,771			33,254
Total homebuilding expenses		336,471			266,482

Financial services		7,428			5,177
Corporate general and administrative		12,503			12,784
Other interest		24,000			21,995
Other operations		900			5,398
Total expenses		381,302			311,836
Gain on extinguishment of debt		-			24,698
Income (loss) from unconsolidated joint ventures		2,289			(23	)
Loss before income taxes		(20,802	)		(17,562	)
State and federal income tax (benefit) provision:
State		233			633
Federal		(9,727	)		70
Total income taxes		(9,494	)		703
Net loss	$	(11,308	)	$	(18,265	)

Per share data:
Basic:
Loss per common share	$	(0.08	)	$	(0.17	)
Weighted-average number of common shares outstanding		141,725			108,735
Assuming dilution:
Loss per common share	$	(0.08	)	$	(0.17	)
Weighted-average number of common shares outstanding		141,725			108,735

See notes to condensed consolidated financial statements (unaudited).

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In Thousands Except Share Amounts)

(Unaudited)

	A Common Stock				B Common Stock						Preferred Stock
	Shares Issued and Outstanding		Amount		Shares Issued and Outstanding			Amount			Shares Issued and Outstanding		Amount		Paid-In Capital			Accumulated Deficit			Treasury Stock			Noncontrolling Interest		Total

Balance, November 1, 2012		118,294,541	$	1,300		14,658,353		$	154			5,600	$	135,299	$	668,735		$	(1,175,703	)	$	(115,360	)	$	230	$	(485,345	)

Stock options, amortization and issuances		31,562														820											820

Restricted stock amortization, issuances and forfeitures		73,077														321											321

Settlement of prepaid common stock purchase contracts		2,683,679		27												(27	)										-

Exchange of senior exchangeable notes for Class A Common Stock		3,396,102		34												14,242											14,276

Conversion of Class B to Class A Common Stock		202		1		(202	)		(1	)																	-

Changes in noncontrolling interest in consolidated joint ventures																									3		3

Net loss																			(11,308	)							(11,308	)

Balance, January 31, 2013		124,479,163	$	1,362		14,658,151		$	153			5,600	$	135,299	$	684,091		$	(1,187,011	)	$	(115,360	)	$	233	$	(481,233	)

See notes to condensed consolidated financial statements (unaudited).

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Three Months Ended January 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(11,308	)	$	(18,265	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,462			1,658
Compensation from stock options and awards		1,149			1,187
Amortization of bond discounts and deferred financing costs		1,844			1,631
Gain on sale and retirement of property and assets		(76	)		(22	)
(Income) loss from unconsolidated joint ventures		(2,289	)		23
Distributions of earnings from unconsolidated joint ventures		400			206
Gain on extinguishment of debt		-			(24,698	)
Expenses related to the debt for debt exchange		-			4,594
Inventory impairment and land option write-offs		665			3,325
Decrease (increase) in assets:
Mortgage loans held for sale		44,600			4,942
Restricted cash, receivables, prepaids, deposits and other assets		41,162			23,540
Inventories		(25,087	)		(14,063	)
(Decrease) increase in liabilities:
State and federal income tax liabilities		(9,503	)		691
Customers’ deposits		5,049			1,255
Accounts payable, accrued interest and other accrued liabilities		(42,293	)		(29,126	)
Net cash provided by (used in) operating activities		5,775			(43,122	)
Cash flows from investing activities:
Proceeds from sale of property and assets		81			22
Purchase of property, equipment, and other fixed assets		(447	)		(134	)
Investments in and advances to unconsolidated joint ventures		(2,457	)		(1,858	)
Distributions of capital from unconsolidated joint ventures		12,538			698
Net cash provided by (used in) investing activities		9,715			(1,272	)
Cash flows from financing activities:
Proceeds from mortgages and notes		13,765			3,201
Payments related to mortgages and notes		(7,893	)		(237	)
Proceeds from model sale leaseback financing programs		2,121			-
Payments related to model sale leaseback financing programs		(2,199	)		-
Proceeds from land bank financing program		10,206			-
Payments related to land bank financing program		(9,706	)		-
Net payments related to mortgage warehouse lines of credit		(55,447	)		(685	)
Deferred financing costs from land bank financing programs and note issuances		(475	)		-
Principal payments and debt repurchases		(941	)		(20,163	)
Payments related to the debt for debt exchange		-			(18,773	)
Net cash used in financing activities		(50,569	)		(36,657	)
Net decrease in cash and cash equivalents		(35,079	)		(81,051	)
Cash and cash equivalents balance, beginning of period		273,232			250,740
Cash and cash equivalents balance, end of period	$	238,153		$	169,689

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands - Unaudited)

(Continued)

	Three Months Ended January 31,
	2013		2012
Supplemental disclosures of cash flow:
Cash paid during the period for income taxes	$	9	$	11

Supplemental disclosure of noncash activities:

In the first quarter of fiscal 2013, 18,305 of our senior exchangeable notes were exchanged for 3,396,102 shares of Class A Common Stock.

In the first quarter of fiscal 2013, we entered into a new unconsolidated homebuilding joint venture which resulted in the transfer of an existing receivable from our joint venture partners of $0.6 million at October 31, 2012, to an investment in the joint venture at January 31, 2013.

In the first quarter of fiscal 2012, we completed a debt for debt exchange. See Note 9 in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012 for further information.

See notes to Condensed Consolidated Financial Statements (unaudited).

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1. Hovnanian Enterprises, Inc. and Subsidiaries (the "Company”, “we”, “us” or “our”) has reportable segments consisting of six Homebuilding segments (Northeast, Mid-Atlantic, Midwest, Southeast, Southwest and West) and the Financial Services segment (see Note 18).

The accompanying unaudited Condensed Consolidated Financial Statements include our accounts and those of all wholly-owned subsidiaries after elimination of all significant intercompany balances and transactions. Certain immaterial prior year amounts have been reclassified to conform to the current year presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012. In the opinion of management, all adjustments for interim periods presented have been made, which include normal recurring accruals and deferrals necessary for a fair presentation of our consolidated financial position, results of operations, and cash flows. The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and these differences could have a significant impact on the financial statements. Results for interim periods are not necessarily indicative of the results which might be expected for a full year. The balance sheet at October 31, 2012 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

2. For the three months ended January 31, 2013 and 2012, the Company’s total stock-based compensation expense was $1.1 million and $1.2 million, respectively. Included in this total stock-based compensation expense was the vesting of stock options of $0.7 million and $1.1 million for the three months ended January 31, 2013 and 2012, respectively.

3. Interest costs incurred, expensed and capitalized were:

	Three Months Ended January 31,
(In thousands)	2013		2012

Interest capitalized at beginning of period	$	116,056	$	121,441
Plus interest incurred(1)		32,653		36,345
Less cost of sales interest expensed		10,280		12,476
Less other interest expensed(2)(3)		24,000		21,995
Interest capitalized at end of period(4)	$	114,429	$	123,315

(1)	Does not include interest incurred by our mortgage and finance subsidiaries.

(2)

Other interest expensed is comprised of interest that does not qualify for capitalization because our assets that qualify for interest capitalization (inventory under development) do not exceed our debt. Interest on completed homes and land in planning which does not qualify for capitalization is expensed.

(3)	Cash paid for interest, net of capitalized interest, is the sum of other interest expensed, as defined above, and interest paid by our mortgage and finance subsidiaries adjusted for the change in accrued interest, which is calculated as follows:

	Three Months Ended January 31,
(In thousands)	2013			2012
Other interest expensed	$	24,000		$	21,995
Interest paid by our mortgage and finance subsidiaries		877			476
Increase in accrued interest		(8,220	)		(11,067	)
Cash paid for interest, net of capitalized interest	$	16,657		$	11,404

(4)	We have incurred significant inventory impairments in recent years, which are determined based on total inventory including capitalized interest. However, the capitalized interest amounts above are shown gross before allocating any portion of the impairments to capitalized interest.

4. Accumulated depreciation at January 31, 2013 and October 31, 2012 amounted to $76.7 million and $75.7 million, respectively, for our homebuilding property, plant and equipment.

5. We record impairment losses on inventories related to communities under development and held for future development when events and circumstances indicate that they may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their related carrying amounts. If the expected undiscounted cash flows are less than the carrying amount, then the community is written down to its fair value. We estimate the fair value of each impaired community by determining the present value of the estimated future cash flows at a discount rate commensurate with the risk of the respective community. For the three months ended January 31, 2013, our discount rate used for impairments recorded was 18.8%. For the three months ended January 31, 2012, our discount rates used for impairments recorded ranged from 16.8% to 18.5%. Should the estimates or expectations used in determining cash flows or fair value decrease or differ from current estimates in the future, we may need to recognize additional impairments. We recorded impairment losses, which are included in the Condensed Consolidated Statement of Operations and deducted from inventory, of $0.6 million and $3.1 million for the three months ended January 31, 2013 and 2012, respectively.

The following table represents inventory impairments by homebuilding segment for the three months ended January 31, 2013 and 2012:

	Three Months Ended						Three Months Ended
(Dollars in millions)	January 31, 2013						January 31, 2012
	Number of Communities		Dollar Amount of Impairment(1)		Pre- Impairment Value(2)		Number of Communities		Dollar Amount of Impairment		Pre- Impairment Value(2)
Northeast		1	$	0.6	$	2.9		5	$	2.4	$	16.1
Mid-Atlantic		1		-		0.1		2		0.3		0.6
Midwest		-		-		-		1		0.1		1.1
Southeast		1		-		0.4		3		0.3		0.9
Southwest		-		-		-		-		-		-
West		-		-		-		-		-		-
Total		3	$	0.6	$	3.4		11	$	3.1	$	18.7

(1) During the three months ended January 31, 2013, there were impairments totaling $587 thousand. The impairments were in the Northeast $568 thousand, in the Mid-Atlantic $2 thousand and in the Southeast $17 thousand.

(2) Represents carrying value, net of prior period impairments, if any, at the time of recording the applicable period’s impairments.

The Condensed Consolidated Statement of Operations line entitled “Homebuilding: Inventory impairment loss and land option write-offs” also includes write-offs of options, and approval, engineering and capitalized interest costs that we record when we redesign communities and/or abandon certain engineering costs and we do not exercise options in various locations because the communities' pro forma profitability is not projected to produce adequate returns on investment commensurate with the risk. Total aggregate write-offs related to these items were $0.1 million and $0.2 million for the three months ended January 31, 2013 and 2012, respectively. Occasionally, these write-offs are offset by recovered deposits (sometimes through legal action) that had been written off in a prior period as walk-away costs. Historically, these recoveries have not been significant in comparison to the total cost written off.

The following table represents write-offs of such costs (after giving effect to any recovered deposits in the applicable period) and the number of lots walked away from by homebuilding segment for the three months ended January 31, 2013 and 2012:

	Three Months Ended January 31,
	2013				2012
(Dollars in millions)	Number of Walk-Away Lots		Dollar Amount of Write-Offs (1)		Number of Walk-Away Lots		Dollar Amount of Write-Offs

Northeast		-	$	-		-	$	-
Mid-Atlantic		140		-		179		0.1
Midwest		-		-		38		-
Southeast		-		-		141		0.1
Southwest		45		-		-		-
West		-		-		-		-
Total		185	$	0.1		358	$	0.2

(1) During the three months ended January 31, 2013 there were write-offs totaling $79 thousand. The write-offs were in the Northeast $29 thousand, in the Mid-Atlantic $6 thousand, in the Southeast $19 thousand, in the Southwest $11 thousand, and in the West $14 thousand.

We have decided to mothball (or stop development on) certain communities when we have determined the current performance does not justify further investment at the time. When we decide to mothball a community, the inventory is reclassified from “Sold and unsold homes and lots under development” to “Land and land options held for future development or sale”. During the first quarter of fiscal 2013, we did not mothball any communities but re-activated one previously mothballed community. As of January 31, 2013, the net book value associated with our 52 total mothballed communities was $124.2 million, net of impairment charges recorded in prior periods of $465.9 million.

During fiscal 2012 and 2013, we sold and leased 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, these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of our Condensed Consolidated Balance Sheet, at January 31, 2013, inventory of $33.8 million was recorded to consolidated inventory not owned, with a corresponding amount of $32.9 million recorded to liabilities from inventory not owned.

In addition, we entered into a land banking arrangement in fiscal 2012 with GSO Capital Partners LP ("GSO"), that continued in fiscal 2013, whereby we sold a portfolio of our land parcels to GSO, and GSO provided us an option to purchase back finished lots on a quarterly basis. Because of our option to repurchase these parcels, for accounting purposes, this transaction is considered a financing rather than a sale. For purposes of our Condensed Consolidated Balance Sheet, at January 31, 2013, inventory of $57.1 million was recorded as consolidated inventory not owned, with a corresponding amount of $45.3 million recorded to liabilities from inventory not owned.

6. We establish a warranty accrual for repair costs under $5,000 per occurrence to homes, community amenities, and land development infrastructure. We accrue for warranty costs as part of cost of sales at the time each home is closed and title and possession have been transferred to the homebuyer. In addition, we accrue for warranty costs over $5,000 per occurrence as part of our general liability insurance deductible, which is expensed as selling, general, and administrative costs. For homes delivered in fiscal 2013 and 2012, our deductible under our general liability insurance is $20 million per occurrence for construction defect and warranty claims. For bodily injury claims, our deductible per occurrence in fiscal 2013 and 2012 is $0.25 million and $0.1 million, respectively, up to a $5 million limit. Our aggregate retention in fiscal 2013 and 2012 is $21 million for construction defect, warranty and bodily injury claims. Additions and charges in the warranty reserve and general liability reserve for the three months ended January 31, 2013 and 2012 are as follows:

	Three Months Ended January 31,
(In thousands)	2013			2012

Balance, beginning of period	$	121,149		$	123,865
Additions		6,984			8,590
Charges incurred		(6,998	)		(7,730	)
Balance, end of period	$	121,135		$	124,725

Warranty accruals are based upon historical experience. We engage a third-party actuary that uses our historical warranty and construction defect data, worker’s compensation data, and other industry data to assist us in estimating our reserves for unpaid claims, claim adjustment expenses and incurred but not reported claims reserves for the risks that we are assuming under the general liability and workers compensation programs. The estimates include provisions for inflation, claims handling, and legal fees.

Insurance claims paid by our insurance carriers, excluding insurance deductibles paid, were $1.0 million and $0.7 million for the three months ended January 31, 2013 and 2012, respectively, for prior year deliveries.

7. We are involved in litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on our financial position or results of operations, and we are subject to extensive and complex regulations that affect the development and home building, sales and customer financing processes, including zoning, density, building standards and mortgage financing. These regulations often provide broad discretion to the administering governmental authorities. This can delay or increase the cost of development or homebuilding.

We also are subject to a variety of local, state, federal and foreign laws and regulations concerning protection of health and the environment. The particular environmental laws that apply to any given community vary greatly according to the community site, the site’s environmental conditions and the present and former uses of the site. These environmental laws may result in delays, may cause us to incur substantial compliance, remediation and/or other costs, and can prohibit or severely restrict development and homebuilding activity.

We received in October 2012 a notice from Region III of the United States Environmental Protection Agency (“EPA”) concerning stipulated penalties, totaling approximately $120,000, based on the extent to which we reportedly did not meet certain compliance performance specified in the previously reported consent decree entered into in August 2010; we have since paid the stipulated penalties as assessed. Until terminated by court order, which can occur no sooner than three years from the date of its entry, the consent decree remains in effect and could give rise to additional assessments of stipulated penalties. In October 2012, we also received notices from Region III of EPA concerning alleged violations of stormwater discharge permits, issued in 2010 pursuant to the federal Clean Water Act, at two projects in Maryland; we negotiated with the EPA two orders, which the EPA issued in February 2013, to resolve the violations. One requires us to pay a penalty of $130,000, while the other obligates us to take certain measures to comply with those permits and detail the specific compliance measures we take, among other things; our obligations under the orders will not materially affect us.

We anticipate that increasingly stringent requirements will be imposed on developers and homebuilders in the future. Although we cannot predict the effect of these requirements, they could result in time-consuming and expensive compliance programs and in substantial expenditures, which could cause delays and increase our cost of operations. In addition, the continued effectiveness of permits already granted or approvals already obtained is dependent upon many factors, some of which are beyond our control, such as changes in policies, rules, and regulations and their interpretations and application.

The Company is also involved in the following litigation:

Hovnanian Enterprises, Inc. and K. Hovnanian Venture I, L.L.C. have been named as defendants in a class action suit. The action was filed by Mike D’Andrea and Tracy D’Andrea, on behalf of themselves and all others similarly situated in the Superior Court of New Jersey, Gloucester County. The action was initially filed on May 8, 2006 alleging that the HVAC systems installed in certain of the Company’s homes are in violation of applicable New Jersey building codes and are a potential safety issue. On December 14, 2011, the Superior Court granted class certification; the potential class is 1,065 homes. We filed a request to take an interlocutory appeal regarding the class certification decision. The Appellate Division denied the request, and we filed a request for interlocutory review by the New Jersey Supreme Court, which remanded the case back to the Appellate Division for a review on the merits of the appeal on May 8, 2012. The Appellate Division, on remand, heard oral arguments on December 4, 2012 reviewing the Superior Court’s original finding of class certification. We anticipate a ruling from the Appellate Division on the issue of class certification within the next few months. The plaintiff seeks unspecified damages as well as treble damages pursuant to the NJ Consumer Fraud Act. The Company believes there is insurance coverage available to it for this action. While we have determined that a loss related to this case is not probable, it is not possible to estimate a loss or range of loss related to this matter at this time given the class certification is still in review by the Appellate Division. On December 19, 2011, certain subsidiaries of the Company filed a separate action seeking indemnification against the various manufactures and subcontractors implicated by the class action.

8. Cash represents cash deposited in checking accounts. Cash equivalents includes certificates of deposit, Treasury Bills and government money market funds with maturities of 90 days or less when purchased. Our cash balances are held at a few financial institutions and may, at times, exceed insurable amounts. We believe we help to mitigate this risk by depositing our cash in major financial institutions.

Restricted cash and cash equivalents on the Condensed Consolidated Balance Sheets, totaled to $51.5 million and $64.2 million as of January 31, 2013 and October 31, 2012, respectively, which includes cash collateralizing our letter of credit agreements and facilities and is discussed in Note 10. In addition, we collateralize our surety bonds with cash. The balances of this surety bond collateral were $5.8 million and $6.2 million at January 31, 2013 and October 31, 2012, respectively, which were in cash equivalents, the book value of which approximates fair value. The remaining balance represented customers’ deposits of $16.9 million and $27.3 million as of January 31, 2013 and October 31, 2012, respectively, which are restricted from use by us.

Total Customers’ deposits are shown as a liability on the Condensed Consolidated Balance Sheets. These liabilities are significantly more than the applicable years’ escrow cash balances because, in some states, the deposits are not restricted from use and, in other states, we are able to release the majority of this escrow cash by pledging letters of credit and surety bonds.

9. Our mortgage banking subsidiary originates mortgage loans, primarily from the sale of our homes. Such mortgage loans are sold in the secondary mortgage market within a short period of time of origination. Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. We have elected the fair value option to record loans held for sale and therefore these loans are recorded at fair value with the changes in the value recognized in the Statements of Operations in “Revenues: Financial services.” We currently use forward sales of mortgage-backed securities, interest rate commitments from borrowers and mandatory and/or best efforts forward commitments to sell loans to investors to protect us from interest rate fluctuations. These short-term instruments, which do not require any payments to be made to the counter-party or investor in connection with the execution of the commitments, are recorded at fair value. Gains and losses on changes in the fair value are recognized in the Statements of Operations in “Revenues: Financial services”.

At January 31, 2013 and October 31, 2012, respectively, $54.6 million and $104.6 million of mortgages held for sale were pledged against our mortgage warehouse lines of credit (see Note 10). We may incur losses with respect to mortgages that were previously sold that are delinquent and which had underwriting defects, but only to the extent the losses are not covered by mortgage insurance or resale value of the home. The reserves for these estimated losses are included in the “Financial services – Accounts payable and other liabilities” balances on the Condensed Consolidated Balance Sheet. In the first quarter of both fiscal 2013 and 2012, we received 13 repurchase or make-whole inquiries.

The activity in our loan origination reserves during the three months ended January 31, 2013 and 2012 was as follows:

	Three Months Ended January 31,
(In thousands)	2013			2012

Loan origination reserves, beginning of period	$	9,334		$	5,063
Provisions for losses during the period		626			1,664
Adjustments to pre-existing provisions for losses from changes in estimates		(192	)		92
Payments/settlements		(650	)		(390	)
Loan origination reserves, end of period	$	9,118		$	6,429

10. We have nonrecourse mortgages for a small number of our communities totaling $44.4 million at January 31, 2013, as well as our Corporate Headquarters totaling $18.5 million at January 31, 2013, which are secured by the related real property and any improvements. These loans have installment obligations with annual principal maturities in the years ending October 31 of approximately: $45.1 million in 2013, $1.1 million in 2014, $1.2 million in 2015, $1.3 million in 2016, $1.4 million in 2017 and $12.8 million after 2017. The interest rates on these obligations ranged from 4.5% to 10.0% at January 31, 2013.

We do not have a revolving credit facility. We have certain stand alone cash collateralized letter of credit agreements and facilities under which there were a total of $28.2 million and $29.5 million of letters of credit outstanding as of January 31, 2013 and October 31, 2012, respectively. These agreements and facilities require us to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash we have available for other uses. As of January 31, 2013 and October 31, 2012, the amount of cash collateral in these segregated accounts was $28.8 million and $30.7 million, respectively, which is reflected in “Restricted cash” on the Condensed Consolidated Balance Sheets.

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. Our secured Master Repurchase Agreement with JPMorgan Chase Bank, N.A. (“Chase Master Repurchase Agreement”), which was amended on January 18, 2013, is a short-term borrowing facility that provides up to $50 million through January 17, 2014. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at the current LIBOR subject to a floor of 1% plus the applicable margin ranging from 1% to 2.5% based on the takeout investor and type of loan. As of January 31, 2013, the aggregate principal amount of all borrowings outstanding under the Chase Master Repurchase Agreement was $18.6 million.

K. Hovnanian Mortgage has another secured Master Repurchase Agreement with Customers Bank (“Customers Master Repurchase Agreement), which is a short-term borrowing facility that provides up to $37.5 million through May 28, 2013. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable daily or as loans are sold to permanent investors on outstanding advances at the current LIBOR subject to a floor of .5% plus the applicable margin ranging from 3.0% to 5.5% based on the takeout investor and type of loan. As of January 31, 2013, the aggregate principal amount of all borrowings outstanding under the Customers Master Repurchase Agreement was $10.4 million.

K. Hovnanian Mortgage has a third secured Master Repurchase Agreement with Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse Master Repurchase Agreement”), which is a short-term borrowing facility that provides up to $50.0 million through June 28, 2013. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at the Credit Suisse Cost of Funds, which was 0.58% at January 31, 2013, plus the applicable margin ranging from 3.75% to 4.0% based on the takeout investor and type of loan. As of January 31, 2013, the aggregate principal amount of all borrowings outstanding under the Credit Suisse Master Repurchase Agreement was $23.0 million.

The Chase Master Repurchase Agreement, Customers Master Repurchase Agreement and Credit Suisse Master Repurchase Agreement (together, the “Master Repurchase Agreements”) require K. Hovnanian Mortgage to satisfy and maintain specified financial ratios and other financial condition tests. Because of the extremely short period of time mortgages are held by K. Hovnanian Mortgage before the mortgages are sold to investors (generally a period of a few weeks), the immateriality to us on a consolidated basis of the size of the Master Repurchase Agreements, the levels required by these financial covenants, our ability based on our immediately available resources to contribute sufficient capital to cure any default, were such conditions to occur, and our right to cure any conditions of default based on the terms of the agreement, we do not consider any of these covenants to be substantive or material. As of January 31, 2013, we believe we were in compliance with the covenants under the Master Repurchase Agreements.

11. As of January 31, 2013, we had $992.0 million of outstanding senior secured notes ($977.7 million, net of discount), comprised of $577.0 million 7.25% Senior Secured First Lien Notes due 2020 (the “First Lien Notes”), $220.0 million 9.125% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “2020 Secured Notes”), $53.2 million 2.0% Senior Secured Notes due 2021 (the “2.0% 2021 Notes”) and $141.8 million 5.0% Senior Secured Notes due 2021 (the “5.0% 2021 Notes” and together with the 2.0% 2021 Notes, the “2021 Notes”). As of January 31, 2013, we also had $460.6 million of outstanding senior notes ($458.9 million, net of discount), comprised of $36.7 million 6.5% Senior Notes due 2014, $3.0 million 6.375% Senior Notes due 2014, $21.4 million 6.25% Senior Notes due 2015, $131.2 million 6.25% Senior Notes due 2016, $86.5 million 7.5% Senior Notes due 2016, $121.0 million 8.625% Senior Notes due 2017 and $60.8 million 11.875% Senior Notes due 2015. In addition, as of January 31, 2013, we had outstanding $23.1 million 11.0% Senior Amortizing Notes due 2017 (issued as a component of our 6.0% Exchangeable Note Units and discussed below in Note 13), $63.9 million Senior Exchangeable Notes due 2017 (issued as a component of our 6.0% Exchangeable Note Units and discussed below in Note 13) and $5.2 million 7.25% Senior Subordinated Amortizing Notes (issued as part of our 7.25% Tangible Equity Units and discussed below in Note 12). Except for K. Hovnanian Enterprises, Inc. (“K. Hovnanian”), the issuer of the notes, our home mortgage subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures, certain of our title insurance subsidiaries and our foreign subsidiary, we and each of our subsidiaries are guarantors of the senior secured, senior, senior amortizing, senior exchangeable and senior subordinated amortizing notes outstanding at January 31, 2013 (see Note 23). In addition, the 2021 Notes are guaranteed by K. Hovnanian JV Holdings, L.L.C. and its subsidiaries except for certain joint ventures and joint venture holding companies (collectively, the “Secured Group”). Members of the Secured Group do not guarantee K. Hovnanian's other indebtedness.

The First Lien Notes are secured by a first-priority lien and the Second Lien Notes are secured by a second-priority lien, in each case, subject to permitted liens and other exceptions, on substantially all the assets owned by Hovnanian Enterprises, Inc., K. Hovnanian and the guarantors of such notes. At January 31, 2013, the aggregate book value of the real property that would constitute collateral securing the 2020 Secured Notes was approximately $575.2 million, which does not include the impact of inventory investments, home deliveries, or impairments thereafter and which may differ from the value if it were appraised. In addition, cash collateral that would secure the 2020 Secured Notes was $219.1 million as of January 31, 2013, which includes $28.8 million of restricted cash collateralizing certain letters of credit. Subsequent to such date, cash uses include general business operations and real estate and other investments.

The guarantees with respect to the 2021 Notes of the Secured Group are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the assets of the members of the Secured Group. As of January 31, 2013, the collateral securing the guarantees primarily included (1) $41.4 million of cash and cash equivalents and (2) equity interests in guarantors that are members of the Secured Group. Subsequent to such date, cash uses include general business operations and real estate and other investments. The aggregate book value of the real property of the Secured Group collateralizing the 2021 Notes was approximately $39.9 million as of January 31, 2013 (not including the impact of inventory investments, home deliveries, or impairments thereafter and which may differ from the appraised value). Members of the Secured Group also own equity in joint ventures, either directly or indirectly through ownership of joint venture holding companies, with a book value of $45.2 million as of January 31, 2013; this equity is not pledged to secure, and is not collateral for, the 2021 Notes. Members of the Secured Group are “unrestricted subsidiaries” under K. Hovnanian's other senior notes, senior secured notes and senior subordinated amortizing notes, and thus have not guaranteed such indebtedness.

The indentures governing our notes do not contain any financial maintenance covenants, but do contain restrictive covenants that limit, among other things, the Company’s ability and that of certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (other than certain permitted indebtedness, refinancing indebtedness and non-recourse indebtedness), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness (with respect to certain of the senior secured notes), make other restricted payments, make investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all assets and enter into certain transactions with affiliates. The indentures also contain events of default which would permit the holders of the notes to declare the notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the notes or other material indebtedness, the failure to comply with agreements and covenants and specified events of bankruptcy and insolvency and, with respect to the indentures governing the senior secured notes, the failure of the documents granting security for the senior secured notes to be in full force and effect and the failure of the liens on any material portion of the collateral securing the senior secured notes to be valid and perfected. As of January 31, 2013, we believe we were in compliance with the covenants of the indentures governing our outstanding notes.

Under the terms of the indentures, we have the right to make certain redemptions and, depending on market conditions and covenant restrictions, may do so from time to time. We also continue to evaluate our capital structure and may also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, open market purchases, private transactions, or otherwise or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.

If our consolidated fixed charge coverage ratio, as defined in the indentures governing our senior secured and senior notes (other than the Senior Exchangeable Notes discussed in Note 13 below), is less than 2.0 to 1.0, we are restricted from making certain payments, including dividends, and from incurring indebtedness other than certain permitted indebtedness, refinancing indebtedness, and non-recourse indebtedness. As a result of this restriction, we are currently restricted from paying dividends, which are not cumulative, on our 7.625% Series A Preferred Stock. If current market trends continue or worsen, we will continue to be restricted from paying dividends for the foreseeable future. Our inability to pay dividends is in accordance with covenant restrictions and will not result in a default under our bond indentures or otherwise affect compliance with any of the covenants contained in the bond indentures.

During the three months ended January 31, 2012, we repurchased in open market transactions $5.7 million principal amount of our 6 1/4% Senior Notes due 2016 and $38.3 million principal amount of 7 1/2% Senior Notes due 2016. The aggregate purchase price for these repurchases was $19.0 million, plus accrued and unpaid interest. These repurchases resulted in a gain on extinguishment of debt of $24.7 million for the three months ended January 31, 2012, net of the write-off of unamortized discounts and fees. The gain is included in the Condensed Consolidated Statement of Operations as “Gain on extinguishment of debt”. We did not make any open market purchases of our outstanding notes during the three month period ended January 31, 2013.

12. On February 9, 2011, we issued an aggregate of 3,000,000 7.25% Tangible Equity Units (the “TEUs”), and on February 14, 2011, we issued an additional 450,000 TEUs pursuant to the over-allotment option granted to the underwriters. Each TEU initially consists of (i) a prepaid stock purchase contract (each a “Purchase Contract”) and (ii) a senior subordinated amortizing note due February 15, 2014 (each, a “Senior Subordinated Amortizing Note”). As of January 31, 2013, we had an aggregate principal amount of $5.2 million Senior Subordinated Amortizing Notes outstanding. On each February 15, May 15, August 15 and November 15, K. Hovnanian will pay holders of the Senior Subordinated Amortizing Notes equal quarterly cash installments of $0.453125 per Senior Subordinated Amortizing Note, which cash payments in the aggregate will be equivalent to 7.25% per year with respect to each $25 stated amount of TEUs. Each installment constitutes a payment of interest (at a rate of 12.072% per annum) and a partial repayment of principal on the Senior Subordinated Amortizing Note, allocated as set forth in the amortization schedule provided in the indenture under which the Amortizing Notes were issued. The Senior Subordinated Amortizing Notes have a scheduled final installment payment date of February 15, 2014. If we elect to settle the Purchase Contracts early, holders of the Senior Subordinated Amortizing Notes will have the right to require K. Hovnanian to repurchase such holders’ Senior Subordinated Amortizing Notes, except in certain circumstances as described in the indenture governing Senior Subordinated Amortizing Notes.

Unless settled earlier, on February 15, 2014 (subject to postponement under certain circumstances), each Purchase Contract will automatically settle and we will deliver a number of shares of Class A Common Stock based on the applicable market value, as defined in the purchase contract agreement, which will be between 4.7655 shares and 5.8140 shares per Purchase Contract (subject to adjustment). Each TEU may be separated into its constituent Purchase Contract and Senior Subordinated Amortizing Note after the initial issuance date of the TEUs, and the separate components may be combined to create a TEU. The Senior Subordinated Amortizing Note component of the TEUs is recorded as debt, and the Purchase Contract component of the TEUs is recorded in equity as additional paid in capital. We have recorded $68.1 million, the initial fair value of the Purchase Contracts, as additional paid in capital. During the first quarter of fiscal 2013, 0.6 million Purchase Contracts were converted in 2.7 million shares of our Class A Common Stock. As of January 31, 2013, 2.2 million Purchase Contracts had been converted into 10.4 million shares of our Class A Common Stock.

13. On October 2, 2012, the Company and K. Hovnanian issued $100,000,000 aggregate stated amount of 6.0% Exchangeable Note Units (the “Units”) (equivalent to 100,000 Units). Each $1,000 stated amount of Units initially consists of (1) a zero coupon senior exchangeable note due December 1, 2017 (a “Senior Exchangeable Note”) issued by K. Hovnanian, which bears no cash interest and has an initial principal amount of $768.51 per Exchangeable Note, and that will accrete to $1,000 at maturity and (2) a senior amortizing note due December 1, 2017 (the “Senior Amortizing Note”) issued by K. Hovnanian, which has an initial principal amount of $231.49 per Senior Amortizing Note, bears interest at a rate of 11.0% per annum, and has a final installment payment date of December 1, 2017. Each Unit may be separated into its constituent Senior Exchangeable Note and Senior Amortizing Note after the initial issuance date of the Units, and the separate components may be combined to create a Unit.

Each Senior Exchangeable Note had an initial principal amount of $768.51 (which will accrete to $1,000 over the term of the Senior Exchangeable Note at an annual rate of 5.17% from the date of issuance, calculated on a semi-annual bond equivalent yield basis). Holders may exchange their Senior Exchangeable Notes at their option at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding December 1, 2017. Each Senior Exchangeable Note will be exchangeable for shares of Class A Common Stock at an initial exchange rate of 185.5288 shares of Class A Common Stock per Senior Exchangeable Note (equivalent to an initial exchange price, based on $1,000 principal amount at maturity, of approximately $5.39 per share of Class A Common Stock). The exchange rate will be subject to adjustment in certain events. Following certain corporate events that occur prior to the maturity date, the Company will increase the applicable exchange rate for any holder who elects to exchange its Senior Exchangeable Notes in connection with such corporate event. In addition, holders of Senior Exchangeable Notes will also have the right to require K. Hovnanian to repurchase such holders’ Senior Exchangeable Notes upon the occurrence of certain of these corporate events.

On each June 1 and December 1 commencing on June 1, 2013 (each, an “installment payment date”) K. Hovnanian will pay holders of Senior Amortizing Notes equal semi-annual cash installments of $30.00 per Senior Amortizing Note (except for the June 1, 2013 installment payment, which will be $39.83 per Senior Amortizing Note), which cash payment in the aggregate will be equivalent to 6.0% per year with respect to each $1,000 stated amount of Units. Each installment will constitute a payment of interest (at a rate of 11.0% per annum) and a partial repayment of principal on the Senior Amortizing Note. Following certain corporate events that occur prior to the maturity date, holders of the Senior Amortizing Notes will have the right to require K. Hovnanian to repurchase such holders’ Senior Amortizing Notes. As of January 31, 2013, 18,305 Senior Exchangeable Notes have been converted into 3.4 million shares of our Class A Common Stock, all of which were converted during the first quarter of fiscal 2013.

14. Basic earnings per share is computed by dividing net income (loss) (the “numerator”) by the weighted-average number of common shares, adjusted for non-vested shares of restricted stock (the “denominator”) for the period. The basic weighted-average number of shares for the three months ended January 31, 2013 includes 6.1 million shares related to Purchase Contracts (issued as part of our 7.25% Tangible Equity Units) which are issuable in the future with no additional cash required to be paid by the holders thereof. Computing diluted earnings per share is similar to computing basic earnings per share, except that the denominator is increased to include the dilutive effects of options and non-vested shares of restricted stock, as well as common shares issuable upon exchange of our Senior Exchangeable Notes issued as part of our 6.0% Exchangeable Note Units. Any options that have an exercise price greater than the average market price are considered to be anti-dilutive and are excluded from the diluted earnings per share calculation.

All outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. The two class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings. The Company’s restricted common stock (“nonvested shares”) are considered participating securities.

For the three months ended January 31, 2013 and 2012, 1.4 million and 0.02 million, respectively, of incremental shares attributed to nonvested stock and outstanding options to purchase common stock were excluded from the computation of diluted earnings per share because we had a net loss for the period, and any incremental shares would not be dilutive. Also, for the three months ended January 31, 2013, 15.2 million shares of common stock issuable upon the exchange of our senior exchangeable notes were excluded from the computation of diluted earnings per share because we had a net loss for the period.

In addition, shares related to out-of-the money stock options that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share were 1.4 million and 5.0 million for the three months ended January 31, 2013 and 2012, respectively, because to do so would have been anti-dilutive for the periods presented.

15. On July 12, 2005, we issued 5,600 shares of 7.625% Series A Preferred Stock, with a liquidation preference of $25,000. 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”. During the three months ended January 31, 2013 and 2012, we did not make any dividend payments on the Series A Preferred Stock as a result of covenant restrictions in certain of our indentures.

16. Each share of Class A Common Stock entitles its holder to one vote per share, and each share of Class B Common Stock generally entitles its holder to ten votes per share. The amount of any regular cash dividend payable on a share of Class A Common Stock will be an amount equal to 110% of the corresponding regular cash dividend payable on a share of Class B Common Stock. If a shareholder desires to sell shares of Class B Common Stock, such stock must be converted into shares of Class A Common Stock.

On August 4, 2008, our Board of Directors adopted a shareholder rights plan (the “Rights Plan”) designed to preserve shareholder value and the value of certain tax assets primarily associated with net operating loss carryforwards (NOL) and built-in losses under Section 382 of the Internal Revenue Code. Our ability to use NOLs and built-in losses would be limited if there was an “ownership change” under Section 382. This would occur if shareholders owning (or deemed under Section 382 to own) 5% or more of our stock increase their collective ownership of the aggregate amount of our outstanding shares by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an “ownership change” occurring as defined by Section 382. Under the Rights Plan, one right was distributed for each share of Class A Common Stock and Class B Common Stock outstanding as of the close of business on August 15, 2008. Effective August 15, 2008, if any person or group acquires 4.9% or more of the outstanding shares of Class A Common Stock without the approval of the Board of Directors, there would be a triggering event causing significant dilution in the voting power of such person or group. However, existing stockholders who owned, at the time of the Rights Plan’s adoption, 4.9% or more of the outstanding shares of Class A Common Stock will trigger a dilutive event only if they acquire additional shares. The approval of the Board of Directors’ decision to adopt the Rights Plan may be terminated by the Board at any time, prior to the Rights being triggered. The Rights Plan will continue in effect until August 15, 2018, unless it expires earlier in accordance with its terms. The approval of the Board of Directors’ decision to adopt the Rights Plan was submitted to a stockholder vote and approved at a special meeting of stockholders held on December 5, 2008. Also at the Special Meeting on December 5, 2008, our stockholders approved an amendment to our Certificate of Incorporation to restrict certain transfers of Class A Common Stock in order to preserve the tax treatment of our NOLs and built-in losses under Section 382 of the Internal Revenue Code. Subject to certain exceptions pertaining to pre-existing 5% stockholders and Class B stockholders, the transfer restrictions in the amended Certificate of Incorporation generally restrict any direct or indirect transfer (such as transfers of our stock that result from the transfer of interests in other entities that own our stock) if the effect would be to (i) increase the direct or indirect ownership of our stock by any person (or public group) from less than 5% to 5% or more of our common stock; (ii) increase the percentage of our common stock owned directly or indirectly by a person (or public group) owning or deemed to own 5% or more of our common stock; or (iii) create a new public group. Transfers included under the transfer restrictions include sales to persons (or public groups) whose resulting percentage ownership (direct or indirect) of common stock would exceed the 5% thresholds discussed above, or to persons whose direct or indirect ownership of common stock would by attribution cause another person (or public group) to exceed such threshold.

On July 3, 2001, our Board of Directors authorized a stock repurchase program to purchase up to 4 million shares of Class A Common Stock. There were no shares purchased during the three months ended January 31, 2013. As of January 31, 2013, approximately 3.5 million shares of Class A Common Stock have been purchased under this program.

17. The total income tax benefit of $9.5 million recognized during the three months ended January 31, 2013 was primarily due to the release of reserves for an uncertain federal tax position that was settled with the Internal Revenue Service during the quarter, offset slightly by state tax expenses.

Deferred federal and state income tax assets primarily represent the deferred tax benefits arising from temporary differences between book and tax income which will be recognized in future years as an offset against future taxable income. If 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 deferred tax assets 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. Because of the downturn in the homebuilding industry, resulting in significant inventory and intangible impairments in prior years, we are in a three-year cumulative loss position as of January 31, 2013. According to ASC 740, a three-year cumulative loss is significant negative evidence in considering whether deferred tax assets are realizable. Our valuation allowance for deferred taxes amounted to $943.9 million and $937.9 million at January 31, 2013 and October 31, 2012, respectively. The valuation allowance increased during the three months ended January 31, 2013 primarily due to additional valuation allowance recorded for the federal and state tax benefits related to the losses incurred during this period.

18. Our operating segments are components of our business for which discrete financial information is available and reviewed regularly by the chief operating decision-maker, our Chief Executive Officer, to evaluate performance and make operating decisions. Based on this criteria, each of our communities qualifies as an operating segment, and therefore, it is impractical to provide segment disclosures for this many segments. As such, we have aggregated the homebuilding operating segments into six reportable segments.

Our homebuilding operating segments are aggregated into reportable segments based primarily upon geographic proximity, similar regulatory environments, land acquisition characteristics and similar methods used to construct and sell homes. The Company’s reportable segments consist of the following six homebuilding segments and a financial services segment:

Homebuilding:

(1) Northeast (New Jersey and Pennsylvania)

(2) Mid-Atlantic (Delaware, Maryland, Virginia, West Virginia and Washington D.C.)

(3) Midwest (Illinois, Minnesota and Ohio)

(4) Southeast (Florida, Georgia, North Carolina and South Carolina)

(5) Southwest (Arizona and Texas)

(6) West (California)

Financial Services

Operations of the Company’s Homebuilding segments primarily include the sale and construction of single-family attached and detached homes, attached townhomes and condominiums, urban infill and active adult homes in planned residential developments. In addition, from time to time, operations of the homebuilding segments include sales of land. Operations of the Company’s Financial Services segment include mortgage banking and title services provided to the homebuilding operations’ customers. We do not retain or service mortgages that we originate but rather sell the mortgages and related servicing rights to investors.

Corporate and unallocated primarily represents operations at our headquarters in Red Bank, New Jersey. This includes our executive offices, information services, human resources, corporate accounting, training, treasury, process redesign, internal audit, construction services, and administration of insurance, quality, and safety. It also includes interest income and interest expense resulting from interest incurred that cannot be capitalized in inventory in the Homebuilding segments, as well as the gains or losses on extinguishment of debt from debt repurchases.

Evaluation of segment performance is based primarily on operating earnings from continuing operations before provision for income taxes (“(Loss) income before income taxes”). (Loss) income before income taxes for the Homebuilding segments consists of revenues generated from the sales of homes and land, (loss) income from unconsolidated entities, management fees and other income, less the cost of homes and land sold, selling, general and administrative expenses, interest expense and non-controlling interest expense. Income before income taxes for the Financial Services segment consists of revenues generated from mortgage financing, title insurance and closing services, less the cost of such services and certain selling, general and administrative expenses incurred by the Financial Services segment.

Operational results of each segment are not necessarily indicative of the results that would have occurred had the segment been an independent stand-alone entity during the periods presented.

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

	Three Months Ended January 31,
(In thousands)	2013			2012

Revenues:
Northeast	$	54,835		$	41,532
Mid-Atlantic		52,719			54,395
Midwest		32,333			18,199
Southeast		28,961			20,209
Southwest		131,624			91,824
West		46,103			36,751
Total homebuilding		346,575			262,910
Financial services		11,659			6,690
Corporate and unallocated		(23	)		(1	)
Total revenues	$	358,211		$	269,599

(Loss) income before income taxes:
Northeast	$	(4,887	)	$	(5,648	)
Mid-Atlantic		925			2,611
Midwest		1,200			(1,156	)
Southeast		590			(2,856	)
Southwest		8,103			4,550
West		(1,095	)		(972	)
Homebuilding income (loss) before income taxes		4,836			(3,471	)
Financial services		4,231			1,513
Corporate and unallocated		(29,869	)		(15,604	)
Loss before income taxes	$	(20,802	)	$	(17,562	)

(In thousands)	January 31, 2013		October 31, 2012

Assets:
Northeast	$	381,159	$	396,073
Mid-Atlantic		200,652		200,969
Midwest		78,431		73,305
Southeast		89,244		90,132
Southwest		257,308		235,367
West		131,815		143,851
Total homebuilding		1,138,609		1,139,697
Financial services		92,174		164,634
Corporate and unallocated		349,527		379,919
Total assets	$	1,580,310	$	1,684,250

19. The Company enters into land and lot option purchase contracts to procure land or lots for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land or lots at a future point in time with predetermined terms. Under the terms of the option purchase contracts, many of the option deposits are not refundable at the Company's discretion. Under the requirements of ASC 810, certain option purchase contracts may result in the creation of a variable interest in the entity (“VIE”) that owns the land parcel under option.

In compliance with ASC 810, the Company analyzes its option purchase contracts to determine whether the corresponding land sellers are VIEs and, if so, whether the Company is the primary beneficiary. Although the Company does not have legal title to the underlying land, ASC 810 requires the Company to consolidate a VIE if the Company is determined to be the primary beneficiary. In determining whether it is the primary beneficiary, the Company considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. The Company also considers whether it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. As a result of its analyses, the Company determined that as of January 31, 2013 and October 31, 2012 it was not the primary beneficiary of any VIEs from which it is purchasing land under option purchase contracts.

We will continue to secure land and lots using options, some of which are with VIEs. Including deposits on our unconsolidated VIEs, at January 31, 2013, we had total cash and letters of credit deposits amounting to approximately $49.4 million to purchase land and lots with a total purchase price of $754.0 million. The maximum exposure to loss with respect to our land and lot options is limited to the deposits, although some deposits are refundable at our request or refundable if certain conditions are not met.

20. We enter into homebuilding and land development joint ventures from time to time as a means of accessing lot positions, expanding our market opportunities, establishing strategic alliances, managing our risk profile, leveraging our capital base and enhancing returns on capital. Our homebuilding joint ventures are generally entered into with third-party investors to develop land and construct homes that are sold directly to third-party homebuyers. Our land development joint ventures include those entered into with developers and other homebuilders as well as financial investors to develop finished lots for sale to the joint venture’s members or other third parties.

The tables set forth below summarize the combined financial information related to our unconsolidated homebuilding and land development joint ventures that are accounted for under the equity method.

(Dollars in thousands)	January 31, 2013
	Homebuilding			Land Development			Total
Assets:
Cash and cash equivalents	$	22,671		$	302		$	22,973
Inventories		163,805			13,810			177,615
Other assets		9,151			5			9,156
Total assets	$	195,627		$	14,117		$	209,744

Liabilities and equity:
Accounts payable and accrued liabilities	$	18,120		$	5,888		$	24,008
Notes payable		74,964			-			74,964
Total liabilities		93,084			5,888			98,972
Equity of:
Hovnanian Enterprises, Inc.		44,865			2,842			47,707
Others		57,678			5,387			63,065
Total equity		102,543			8,229			110,772
Total liabilities and equity	$	195,627		$	14,117		$	209,744
Debt to capitalization ratio		42	%		0	%		40	%

(Dollars in thousands)	October 31, 2012
	Homebuilding			Land Development			Total
Assets:
Cash and cash equivalents	$	29,657		$	1,686		$	31,343
Inventories		177,170			14,853			192,023
Other assets		12,886			5			12,891
Total assets	$	219,713		$	16,544		$	236,257

Liabilities and equity:
Accounts payable and accrued liabilities	$	24,651		$	12,233		$	36,884
Notes payable		79,675			-			79,675
Total liabilities		104,326			12,233			116,559
Equity of:
Hovnanian Enterprises, Inc.		45,285			794			46,079
Others		70,102			3,517			73,619
Total equity		115,387			4,311			119,698
Total liabilities and equity	$	219,713		$	16,544		$	236,257
Debt to capitalization ratio		41	%		0	%		40	%

As of January 31, 2013 and October 31, 2012, we had advances outstanding of approximately $5.7 million and $15.0 million, respectively, to these unconsolidated joint ventures, which were included in the “Accounts payable and accrued liabilities” balances in the tables above. On our Condensed Consolidated Balance Sheets our “Investments in and advances to unconsolidated joint ventures” amounted to $53.4 million and $61.1 million at January 31, 2013 and October 31, 2012, respectively. In some cases, our net investment in these joint ventures is less than our proportionate share of the equity reflected in the tables above because of the differences between asset impairments recorded against our joint venture investments and any impairments recorded in the applicable joint venture. Impairments of our joint venture equity investments are recorded when we deem a decline in fair value to be other than temporary while impairments recorded in the joint ventures are recorded when undiscounted cash flows of its community indicate that the carrying amount is not recoverable. During fiscal 2012 and the first three months of fiscal 2013, we did not write down any joint venture investments based on our determination that none of the investments in our joint ventures sustained an other than temporary impairment during those periods.

	For the Three Months Ended January 31, 2013
(In thousands)	Homebuilding			Land Development			Total

Revenues	$	60,143		$	7,814		$	67,957
Cost of sales and expenses		(56,288	)		(2,949	)		(59,237	)
Joint venture net income	$	3,855		$	4,865		$	8,720
Our share of net (loss) income	$	(93	)	$	2,433		$	2,340

	For the Three Months Ended January 31, 2012
(In thousands)	Homebuilding			Land Development			Total

Revenues	$	52,596		$	3,355		$	55,951
Cost of sales and expenses		(52,770	)		(3,203	)		(55,973	)
Joint venture net (loss) income	$	(174	)	$	152		$	(22	)
Our share of net (loss) income	$	(51	)	$	116		$	65

“Income (loss) from unconsolidated joint ventures” is reflected as a separate line in the accompanying Condensed Consolidated Statements of Operations and reflects our proportionate share of the income or loss of these unconsolidated homebuilding and land development joint ventures. The difference between our share of the loss or income from these unconsolidated joint ventures disclosed in the tables above compared to the Condensed Consolidated Statements of Operations for the three months ended January 31, 2013 and 2012, is due primarily to one joint venture that had net income for which we do not get any share of the profit because of the cumulative equity position of the joint venture, the reclassification of the intercompany portion of management fee income from certain joint ventures, and the deferral of income for lots purchased by us from certain joint ventures. To compensate us for the administrative services we provide as the manager of certain joint ventures, we receive a management fee based on a percentage of the applicable joint venture’s revenues. These management fees, which totaled $2.8 million and $2.4 million, for the three months ended January 31, 2013 and 2012, respectively, are recorded in “Homebuilding-Selling, general and administrative” on the Condensed Consolidated Statement of Operations.

In determining whether or not we must consolidate joint ventures where we are the manager 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 operations and capital decisions of the partnership, including budgets in the ordinary course of business.

Typically, our unconsolidated joint ventures obtain separate project specific mortgage financing. The amount of financing is generally targeted to be no more than 50% of the joint venture’s total assets. For our more recent joint ventures, obtaining financing has become challenging, therefore, some of our joint ventures are capitalized only with equity. However, for our most recent joint venture, a portion of our partner's contribution was in the form of mortgage financing. Including the impact of impairments recorded by the joint ventures, the average debt to capitalization ratio of all our joint ventures is currently 40%. Any joint venture financing is on a nonrecourse basis, with guarantees from us limited only to performance and completion of development, environmental warranties and indemnification, standard indemnification for fraud, misrepresentation and other similar actions, including a voluntary bankruptcy filing. In some instances, the joint venture entity is considered a VIE under ASC 810-10 "Consolidation – Overall" due to the returns being capped to the equity holders; however, in these instances, we are not the primary beneficiary, and therefore we do not consolidate these entities.

21. There have been no accounting pronouncements that have been issued but not yet implemented that we believe will materially impact our financial statements.

22. ASC 820, “Fair Value Measurements and Disclosures”, provides a framework for measuring fair value, expands disclosures about fair-value measurements and establishes a fair-value hierarchy which prioritizes the inputs used in measuring fair value summarized as follows:

Level 1 Fair value determined based on quoted prices in active markets for identical assets.

Level 2 Fair value determined using significant other observable inputs.

Level 3 Fair value determined using significant unobservable inputs.

Our financial instruments measured at fair value on a recurring basis are summarized below:

(In thousands)	Fair Value Hierarchy	Fair Value at January 31, 2013			Fair Value at October 31, 2012

Mortgage loans held for sale (1)	Level 2	$	72,316		$	116,912
Mortgage loan commitments	Level 2		(216	)		(8	)
Forward contracts	Level 2		324			120
		$	72,424		$	117,024

(1) The aggregate unpaid principal balance was $70.6 million and $113.8 million at January 31, 2013 and October 31, 2012, respectively.

We elected the fair value option for our loans held for sale for mortgage loans originated subsequent to October 31, 2008 in accordance with ASC 825, “Financial Instruments”, which permits us to measure financial instruments at fair value on a contract-by-contract basis. 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. In addition, the fair value of servicing rights is included in the Company’s loans held for sale as of January 31, 2013. Fair value of the servicing rights is determined based on values in the Company’s servicing sales contracts. Fair value of loans held for sale is based on independent quoted market prices, where available, or the prices for other mortgage whole loans with similar characteristics.

The Financial Services segment had a pipeline of loan applications in process of $382.6 million at January 31, 2013. Loans in process for which interest rates were committed to the borrowers totaled approximately $35.5 million as of January 31, 2013. Substantially all of these commitments were for periods of 60 days or less. Since a portion of these commitments is expected to expire without being exercised by the borrowers, the total commitments do not necessarily represent future cash requirements.

The Financial Services segment uses investor commitments and forward sales of mandatory mortgage-backed securities (“MBS”) to hedge its mortgage-related interest rate exposure. These instruments involve, to varying degrees, elements of credit and interest rate risk. Credit risk is managed by entering into MBS forward commitments, option contracts with investment banks, federally regulated bank affiliates and loan sales transactions with permanent investors meeting the segment’s credit standards. The segment’s risk, in the event of default by the purchaser, is the difference between the contract price and fair value of the MBS forward commitments and option contracts. At January 31, 2013, the segment had open commitments amounting to $6.0 million to sell MBS with varying settlement dates through April 18, 2013.

The assets accounted for using the fair value option are initially measured at fair value. Gains and losses from initial measurement and subsequent changes in fair value are recognized in the Financial Services segment’s earnings (loss). The changes in fair values that are included in earnings (loss) are shown, by financial instrument and financial statement line item, below:

	Three Months Ended January 31, 2013
(In thousands)	Mortgage Loans Held For Sale			Mortgage Loan Commitments			Forward Contracts

Changes in fair value included in net earnings (loss), all reflected in financial services revenues	$	(1,037	)	$	(207	)	$	204

	Three Months Ended January 31, 2012
(In thousands)	Mortgage Loans Held For Sale			Mortgage Loan Commitments			Forward Contracts

Changes in fair value included in net earnings (loss), all reflected in financial services revenues	$	(395	)	$	(5	)	$	618

The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded valuation adjustments and write-offs during the three months ended January 31, 2013 and 2012. The assets measured at fair value on a nonrecurring basis are all within the Company’s Homebuilding operations and are summarized below:

Non-financial Assets

		Three Months Ended
		January 31, 2013

(In thousands)	Fair Value Hierarchy	Pre-Impairment Amount		Total Losses			Fair Value

Sold and unsold homes and lots under development	Level 3	$	2,895	$	(568	)	$	2,327
Land and land options held for future development or sale	Level 3	$	485	$	(19	)	$	466

		Three Months Ended
		January 31, 2012

(In thousands)	Fair Value Hierarchy	Pre-Impairment Amount		Total Losses			Fair Value

Sold and unsold homes and lots under development	Level 3	$	2,428	$	(704	)	$	1,724
Land and land options held for future development or sale	Level 3	$	16,315	$	(2,437	)	$	13,878

We record impairment losses on inventories related to communities under development and held for future development when events and circumstances indicate that they may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their related carrying amounts. If the expected undiscounted cash flows are less than the carrying amount, then the community is written down to its fair value. We estimate the fair value of each impaired community by determining the present value of its estimated future cash flows at a discount rate commensurate with the risk of the respective community. Should the estimates or expectations used in determining cash flows or fair value decrease or differ from current estimates in the future, we may be required to recognize additional impairments. We recorded inventory impairments, which are included in the Condensed Consolidated Statements of Operations as “Inventory impairment loss and land option write-offs” and deducted from Inventory of $0.6 million and $3.1 million for the three months ended January 31, 2013 and 2012, respectively.

The fair value of our cash equivalents and restricted cash approximates their carrying amount, based on Level 1 inputs.

The fair value of each series of the senior unsecured notes and senior subordinated amortizing notes is estimated based on recent trades or quoted market prices for the same issues or based on recent trades or quoted market prices for our debt of similar security and maturity to achieve comparable yields, Level 2 measurements. The fair value of the senior unsecured notes, other than the senior exchangeable notes (all series in the aggregate), and senior subordinated amortizing notes, was estimated at $469.5 million and $6.0 million, respectively, as of January 31, 2013. As of October 31, 2012 the fair value of the senior unsecured notes, other than the senior exchangeable notes (all series in the aggregate), and senior subordinated amortizing notes, was estimated at $448.7 million and $5.5 million, respectively.

The fair value of each of the senior secured notes (all series in the aggregate), senior amortizing notes and senior exchangeable notes is estimated based on third party broker quotes, a Level 3 measurement. The fair value of the senior secured notes (all series in the aggregate), senior amortizing notes and senior exchangeable notes was estimated at $1,032.5 million, $23.1 million and $82.6 million, respectively, as of January 31, 2013. As of October 31, 2012, the fair value of the senior secured notes (all series in the aggregate), senior amortizing notes and senior exchangeable notes was estimated at $994.2 million, $23.1 million and $87.2 million, respectively.

23. Hovnanian Enterprises, Inc., the parent company (the “Parent”), is the issuer of publicly traded common stock, preferred stock, which is represented by depository shares, and 7.25% Tangible Equity Units. One of its wholly owned subsidiaries, K. Hovnanian Enterprises, Inc. (the “Subsidiary Issuer”), acts as a finance entity that, as of January 31, 2013, had issued and outstanding approximately $992.0 million of senior secured notes ($977.7 million, net of discount), $460.6 million senior notes ($458.9 million, net of discount), $23.1 million senior amortizing notes and $63.9 million senior exchangeable notes (issued as components of our 6.0% Exchangeable Note Units) and $5.2 million senior subordinated amortizing notes (issued as a component of our 7.25% Tangible Equity Units). The senior secured notes, senior notes, senior amortizing notes, senior exchangeable notes and senior subordinated amortizing notes are fully and unconditionally guaranteed by the Parent.

In addition to the Parent, each of the wholly owned subsidiaries of the Parent other than the Subsidiary Issuer (collectively, “Guarantor Subsidiaries”), with the exception of our home mortgage subsidiaries, certain of our title insurance subsidiaries, joint ventures, subsidiaries holding interests in our joint ventures and our foreign subsidiary (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 Notes), senior notes, senior exchangeable notes, senior amortizing notes and senior subordinated amortizing notes. The 2021 Notes are guaranteed by the Guarantor Subsidiaries and the members of the Secured Group (see Note 11).

The senior notes, senior amortizing notes, senior exchangeable notes and senior subordinated amortizing notes have been registered under the Securities Act of 1933, as amended. The 2020 Secured Notes (see Note 11) and the 2021 Notes are not, pursuant to the indentures under which such notes were issued, required to be registered. The Condensed Consolidating Financial Statements presented below are in respect of our registered notes only and not the 2020 Secured Notes or the 2021 Notes (however, the Guarantor Subsidiaries for the 2020 Secured Notes are the same as those represented by the accompanying Condensed Consolidating Financial Statements). In lieu of providing separate financial statements for the Guarantor Subsidiaries of our registered notes, we have included the accompanying Condensed Consolidating Financial Statements. Therefore, separate financial statements and other disclosures concerning such Guarantor Subsidiaries are not presented.

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 Guarantor Subsidiaries, (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

JANUARY 31, 2013

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Homebuilding	$	5,838		$	243,226		$	953,013		$	283,438		$			$	1,485,515
Financial services								8,179			83,995						92,174
Income taxes receivable		(30,826	)					33,447									2,621
Investment in consolidated subsidiaries		25			15,311			87,207						(102,543	)
Total assets	$	(24,963	)	$	258,537		$	1,081,846		$	367,433		$	(102,543	)	$	1,580,310

LIABILITIES AND EQUITY:
Homebuilding	$	1,615		$	8		$	367,470		$	62,442		$			$	431,535
Financial services								7,988			64,872						72,860
Notes payable					1,556,445			3			700						1,557,148
Intercompany		454,888			(1,162,090	)		722,934			(15,732	)					-
Stockholders’ (deficit) equity		(481,466	)		(135,826	)		(16,549	)		254,918			(102,543	)		(481,466	)
Non-controlling interest in consolidated joint ventures											233						233
Total liabilities and equity	$	(24,963	)	$	258,537		$	1,081,846		$	367,433		$	(102,543	)	$	1,580,310

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

OCTOBER 31, 2012

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Homebuilding	$	6,155		$	259,339		$	976,836		$	277,286		$			$	1,519,616
Financial services								23,669			140,965						164,634
Investments in consolidated subsidiaries		25			15,311			70,067						(85,403	)		-
Total assets	$	6,180		$	274,650		$	1,070,572		$	418,251		$	(85,403	)	$	1,684,250

LIABILITIES AND EQUITY:
Homebuilding	$	1,671		$	125		$	391,628		$	61,800		$			$	455,224
Financial services								23,070			122,024						145,094
Notes payable					1,561,635			271			489						1,562,395
Income tax payable		40,551						(33,669	)								6,882
Intercompany		449,533			(1,930,998	)		1,494,224			(12,759	)					-
Stockholders’ (deficit) equity		(485,575	)		643,888			(804,952	)		246,467			(85,403	)		(485,575	)
Non-controlling interest in consolidated joint ventures											230						230
Total liabilities and equity	$	6,180		$	274,650		$	1,070,572		$	418,251		$	(85,403	)	$	1,684,250

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2013

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Homebuilding	$	2		$	(45	)	$	299,015		$	48,827		$	(1,247	)	$	346,552
Financial services								2,077			9,582						11,659
Intercompany charges					20,200			(25,321	)		(874	)		5,995			-
Total revenues		2			20,155			275,771			57,535			4,748			358,211

Expenses:
Homebuilding		348			29,861			297,770			43,413			2,482			373,874
Financial services		4						1,842			5,582						7,428
Total expenses		352			29,861			299,612			48,995			2,482			381,302
(Loss) gain on extinguishment of debt					(770,009	)		770,009									-
Income (loss) from unconsolidated joint ventures								2,382			(93	)					2,289
(Loss) income before income taxes		(350	)		(779,715	)		748,550			8,447			2,266			(20,802	)
State and federal income tax (benefit) provision		(14,361	)					4,867									(9,494	)
Equity in (loss) income of consolidated subsidiaries		(25,319	)											25,319			-
Net (loss) income	$	(11,308	)	$	(779,715	)	$	743,683		$	8,447		$	27,585		$	(11,308	)

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2012

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Homebuilding	$	4		$	(30	)	$	263,306		$	869		$	(1,240	)	$	262,909
Financial services								1,299			5,391						6,690
Intercompany charges								(12,352	)		(999	)		13,351			-
Total revenues		4			(30	)		252,253			5,261			12,111			269,599

Expenses:
Homebuilding		1,740			14,621			285,337			(1,335	)		6,296			306,659
Financial services		51						1,226			3,915			(15	)		5,177
Total expenses		1,791			14,621			286,563			2,580			6,281			311,836
Gain on extinguishment of debt					24,698												24,698
Income (loss) from unconsolidated joint ventures								28			(51	)					(23	)
(Loss) income before income taxes		(1,787	)		10,047			(34,282	)		2,630			5,830			(17,562	)
State and federal income tax (benefit) provision		(4,564	)					5,267									703
Equity in income (loss) of consolidated subsidiaries		15,488												(15,488	)		-
Net income (loss)	$	18,265		$	10,047		$	(39,549	)	$	2,630		$	(9,658	)	$	(18,265	)

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2013

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(11,308	)	$	(779,715	)	$	743,683		$	8,447		$	27,585		$	(11,308	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities		5,954			(1,629	)		8,947			31,396			(27,585	)		17,083
Net cash (used in) provided by operating activities		(5,354	)		(781,344	)		752,630			39,843						5,775
Net cash provided by investing activities					259			5,722			3,734						9,715
Net cash (used in) provided by financing activities					(1,200	)		9,225			(58,594	)					(50,569	)
Intercompany investing and financing activities – net		5,354			768,909			(771,290	)		(2,973	)					-
Net decrease in cash					(13,376	)		(3,713	)		(17,990	)					(35,079	)
Cash and cash equivalents balance, beginning of period					197,097			(2,017	)		78,152						273,232
Cash and cash equivalents balance, end of period	$	-		$	183,721		$	(5,730	)	$	60,162		$	-		$	238,153

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2012

(In Thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	18,265		$	10,047		$	(39,549	)	$	2,630		$	(9,658	)	$	(18,265	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities		(33,435	)		14,424			23,191			(38,695	)		9,658			(24,857	)
Net cash (used in) provided by operating activities		(15,170	)		24,471			(16,358	)		(36,065	)					(43,122	)
Net cash used in investing activities								(102	)		(1,170	)					(1,272	)
Net cash (used in) provided by financing activities					(39,173	)		3,201			(685	)					(36,657	)
Intercompany investing and financing activities – net		15,170			(13,424	)		14,360			(16,106	)					-
N Net (decrease) increase in cash					(28,126	)		1,101			(54,026	)					(81,051	)
C Cash and cash equivalents balance, beginning of period					112,122			(4,989	)		143,607						250,740
Cash and cash equivalents balance, end of period	$	-		$	83,996		$	(3,888	)	$	89,581		$	-		$	169,689

24. In November 2012, one of our joint ventures in which th