Edgar Filing: HOVNANIAN ENTERPRISES INC

hov20150731_10q.htm Table Of Contents

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 the quarterly period ended JULY 31, 2015

[ ] 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. 131,532,118 shares of Class A Common Stock and 14,985,099 shares of Class B Common Stock were outstanding as of September 3, 2015.

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HOVNANIAN ENTERPRISES, INC.

FORM 10-Q

INDEX	PAGE NUMBER

PART I. Financial Information
Item l. Financial Statements:

Condensed Consolidated Balance Sheets (unaudited) as of July 31, 2015 and October 31, 2014	3

Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended July 31, 2015 and 2014	5

Condensed Consolidated Statement of Equity (unaudited) for the nine months ended July 31, 2015	6

Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended July 31, 2015 and 2014	7

Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3. Quantitative and Qualitative Disclosures About Market Risk	59

Item 4. Controls and Procedures	60

PART II. Other Information
Item 1. Legal Proceedings	60

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 6. Exhibits	61

Signatures	62

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

	July 31, 2015		October 31, 2014
	(Unaudited)			(1)
ASSETS

Homebuilding:
Cash and cash equivalents		$207,302		$255,117
Restricted cash and cash equivalents		9,772		13,086
Inventories:
Sold and unsold homes and lots under development		1,294,033		961,994
Land and land options held for future development or sale		209,101		273,463
Consolidated inventory not owned:
Specific performance options		-		3,479
Other options		109,355		105,374
Total consolidated inventory not owned		109,355		108,853
Total inventories		1,612,489		1,344,310
Investments in and advances to unconsolidated joint ventures		66,535		63,883
Receivables, deposits and notes, net		87,059		92,546
Property, plant and equipment, net		45,839		46,744
Prepaid expenses and other assets		80,468		69,358
Total homebuilding		2,109,464		1,885,044

Financial services:
Cash and cash equivalents		6,635		6,781
Restricted cash and cash equivalents		16,647		16,236
Mortgage loans held for sale at fair value		110,670		95,338
Other assets		2,138		1,988
Total financial services		136,090		120,343
Income taxes receivable – including net deferred tax benefits		303,790		284,543
Total assets		$2,549,344		$2,289,930

(1) Derived from the audited balance sheet as of October 31, 2014.

See notes to condensed consolidated financial statements (unaudited).

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share and Per Share Amounts)

	July 31, 2015			October 31, 2014
	(Unaudited)				(1)
LIABILITIES AND EQUITY

Homebuilding:
Nonrecourse mortgages		$133,380			$103,908
Accounts payable and other liabilities		354,128			370,876
Customers’ deposits		47,299			34,969
Nonrecourse mortgages secured by operating properties		15,796			16,619
Liabilities from inventory not owned		98,406			92,381
Total homebuilding		649,009			618,753

Financial services:
Accounts payable and other liabilities		24,996			22,278
Mortgage warehouse lines of credit		88,554			76,919
Total financial services		113,550			99,197

Notes payable:
Senior secured notes, net of discount		980,988			979,935
Senior notes, net of discount		841,056			590,472
Senior amortizing notes		12,811			17,049
Senior exchangeable notes		72,838			70,101
Accrued interest		30,599			32,222
Total notes payable		1,938,292			1,689,779

Total liabilities		2,700,851			2,407,729

Stockholders’ equity deficit:
Preferred stock, $0.01 par value - authorized 100,000 shares; issued and outstanding 5,600 shares with a liquidation preference of $140,000 at July 31, 2015 and at October 31, 2014		135,299			135,299
Common stock, Class A, $0.01 par value – authorized 400,000,000 shares; issued 143,292,881 shares at July 31, 2015 and 142,836,563 shares at October 31, 2014 (including 11,760,763 shares at July 31, 2015 and October 31, 2014 held in Treasury)		1,433			1,428
Common stock, Class B, $0.01 par value (convertible to Class A at time of sale) – authorized 60,000,000 shares; issued 15,676,847 shares at July 31, 2015 and 15,497,543 shares at October 31, 2014 (including 691,748 shares at July 31, 2015 and October 31, 2014 held in Treasury)		157			155
Paid in capital – common stock		705,847			697,943
Accumulated deficit		(878,883	)		(837,264	)
Treasury stock – at cost		(115,360	)		(115,360	)
Total stockholders’ equity deficit		(151,507	)		(117,799	)
Total liabilities and equity		$2,549,344			$2,289,930

(1) Derived from the audited balance sheet as of October 31, 2014.

See notes to condensed consolidated financial statements (unaudited).

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Data)

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	2015			2014			2015			2014
Revenues:
Homebuilding:
Sale of homes		$526,156			$538,007			$1,414,799			$1,331,490
Land sales and other revenues		97			1,896			2,538			4,884
Total homebuilding		526,253			539,903			1,417,337			1,336,374
Financial services		14,360			11,106			37,939			28,612
Total revenues		540,613			551,009			1,455,276			1,364,986

Expenses:
Homebuilding:
Cost of sales, excluding interest		432,625			424,145			1,169,576			1,063,465
Cost of sales interest		16,323			15,827			39,654			37,724
Inventory impairment loss and land option write-offs		1,077			741			7,618			1,927
Total cost of sales		450,025			440,713			1,216,848			1,103,116
Selling, general and administrative		51,998			51,150			152,258			142,918
Total homebuilding expenses		502,023			491,863			1,369,106			1,246,034

Financial services		8,244			7,212			23,069			20,591
Corporate general and administrative		15,874			15,804			49,275			46,837
Other interest		22,493			19,880			70,594			66,685
Other operations		1,532			1,089			4,864			3,349
Total expenses		550,166			535,848			1,516,908			1,383,496
Loss on extinguishment of debt		-			-			-			(1,155	)
(Loss) income from unconsolidated joint ventures		(448	)		211			2,470			3,849
(Loss) income before income taxes		(10,001	)		15,372			(59,162	)		(15,816	)
State and federal income tax (benefit) provision:
State		999			247			3,717			1,484
Federal		(3,316	)		(1,980	)		(21,260	)		(1,980	)
Total income taxes		(2,317	)		(1,733	)		(17,543	)		(496	)
Net (loss) income		$(7,684	)		$17,105			$(41,619	)		$(15,320	)

Per share data:
Basic:
(Loss) income per common share		$(0.05	)		$0.11			$(0.28	)		$(0.10	)
Weighted-average number of common shares outstanding		147,010			146,365			146,846			146,223
Assuming dilution:
(Loss) income per common share		$(0.05	)		$0.11			$(0.28	)		$(0.10	)
Weighted-average number of common shares outstanding		147,010			162,278			146,846			146,223

See notes to condensed consolidated financial statements (unaudited).

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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			Total

Balance, October 31, 2014		131,075,800		$1,428		14,805,795			$155		5,600		$135,299		$697,943		$(837,264	)		$(115,360	)		$(117,799	)

Stock options, amortization and issuances		18,125													1,986								1,986

Restricted stock amortization, issuances and forfeitures		438,093		5		179,404			2						5,918								5,925

Conversion of Class B to Class A Common Stock		100				(100	)																-

Net loss																	(41,619	)					(41,619	)

Balance, July 31, 2015		131,532,118		$1,433		14,985,099			$157		5,600		$135,299		$705,847		$(878,883	)		$(115,360	)		$(151,507	)

See notes to condensed consolidated financial statements (unaudited).

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	July 31,
	2015			2014
Cash flows from operating activities:
Net loss		$(41,619	)		$(15,320	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,553			2,571
Compensation from stock options and awards		9,205			7,786
Amortization of bond discounts and deferred financing costs		8,883			7,591
Gain on sale and retirement of property and assets		(689	)		(329	)
Income from unconsolidated joint ventures		(2,470	)		(3,849	)
Distributions of earnings from unconsolidated joint ventures		6,098			1,140
Loss on extinguishment of debt		-			1,155
Inventory impairment and land option write-offs		7,618			1,927
Deferred income tax benefit		(18,498	)		-
(Increase) decrease in assets:
Mortgage loans held for sale at fair value		(15,332	)		36,780
Restricted cash, receivables, prepaids, deposits and other assets		(4,505	)		(9,450	)
Inventories		(275,797	)		(299,320	)
(Decrease) increase in liabilities:
State income tax payable		(749	)		(590	)
Customers’ deposits		12,330			10,022
Accounts payable, accrued interest and other accrued liabilities		(19,708	)		343
Net cash used in operating activities		(332,680	)		(259,543	)
Cash flows from investing activities:
Proceeds from sale of property and assets		1,143			346
Purchase of property, equipment and other fixed assets and acquisitions		(1,653	)		(1,985	)
Decrease in restricted cash related to mortgage company		1,466			471
Investments in and advances to unconsolidated joint ventures		(17,001	)		(15,356	)
Distributions of capital from unconsolidated joint ventures		10,721			7,209
Net cash used in investing activities		(5,324	)		(9,315	)
Cash flows from financing activities:
Proceeds from mortgages and notes		120,521			104,508
Payments related to mortgages and notes		(89,736	)		(69,854	)
Proceeds from model sale leaseback financing programs		32,507			37,778
Payments related to model sale leaseback financing programs		(12,743	)		(13,960	)
Proceeds from land bank financing programs		10,061			20,762
Payments related to land bank financing programs		(20,437	)		(33,284	)
Proceeds from senior notes		250,000			150,000
Payments related to senior notes		-			(22,593	)
Net proceeds (payments) related to mortgage warehouse lines of credit		11,635			(37,700	)
Deferred financing costs from land bank financing programs and note issuances		(7,527	)		(6,322	)
Principal payments and debt repurchases		(4,238	)		(5,960	)
Net cash provided by financing activities		290,043			123,375
Net decrease in cash and cash equivalents		(47,961	)		(145,483	)
Cash and cash equivalents balance, beginning of period		261,898			329,204
Cash and cash equivalents balance, end of period		$213,937			$183,721

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands - Unaudited)

(Continued)

	Nine Months Ended
	July 31,
	2015		2014
Supplemental disclosure of cash flow:
Cash paid during the period for:
Interest, net of capitalized interest (see Note 3 to the Condensed Consolidated Financial Statements)		$73,553		$69,443
Income taxes		$1,703		$83

See notes to condensed consolidated financial statements (unaudited).

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.	Basis of Presentation

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 17).

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.

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, 2014. 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 condensed consolidated financial position, results of operations, and cash flows. The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 Condensed Consolidated 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, 2014 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.	Stock Compensation

For the three and nine months ended July 31, 2015, the Company’s total stock-based compensation expense was $2.5 million and $9.2 million ($2.0 million and $6.4 million net of tax), respectively, and $2.7 million and $7.7 million for the three and nine months ended July 31, 2014, respectively. Included in this total stock-based compensation expense was the vesting of stock options of $0.5 million and $1.9 million for the three and nine months ended July 31, 2015, respectively, and $1.0 million and $3.0 million for the three and nine months ended July 31, 2014, respectively.

3.	Interest

Interest costs incurred, expensed and capitalized were:

	Three Months Ended July 31,				Nine Months Ended July 31,
(In thousands)	2015		2014		2015		2014

Interest capitalized at beginning of period		$119,901		$107,992		$109,158		$105,093
Plus interest incurred (1)		41,856		36,472		124,031		108,073
Less cost of sales interest expensed		16,323		15,827		39,654		37,724
Less other interest expensed (2)(3)		22,493		19,880		70,594		66,685
Interest capitalized at end of period (4)		$122,941		$108,757		$122,941		$108,757

(1)		Data does not include interest incurred by our mortgage and finance subsidiaries.
(2)		Other interest expensed includes interest that does not qualify for interest capitalization because our assets that qualify for interest capitalization (inventory under development) do not exceed our debt. Also includes interest on completed homes and land in planning, which does not qualify for capitalization, and therefore, 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 on notes payable, which is calculated as follows:

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	Three Months Ended July 31,				Nine Months Ended July 31,
(In thousands)	2015		2014		2015		2014
Other interest expensed		$22,493		$19,880		$70,594		$66,685
Interest paid by our mortgage and finance subsidiaries		618		379		1,294		1,524
Decrease in accrued interest		9,381		5,245		1,665		1,234
Cash paid for interest, net of capitalized interest		$32,492		$25,504		$73,553		$69,443

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

4.	Reduction of Inventory to Fair Value

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 nine months ended July 31, 2015, our discount rate used for the impairments recorded ranged from 17.5% to 19.8%. There was no discount rate used for the three months ended July 31, 2015, as no impairments were recorded during this period. For the three and nine months ended July 31, 2014, our discount rate used for the impairment recorded was 16.8%. 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.

During the nine months ended July 31, 2015, we evaluated inventories of all 522 communities under development and held for future development for impairment indicators through preparation and review of detailed budgets or other market indicators of impairment. We performed detailed impairment calculations for 17 of those communities (i.e., those with a projected operating loss or other impairment indicators) with an aggregate carrying value of $86.7 million. Of those communities tested for impairment, eight communities with an aggregate carrying value of $42.7 million had undiscounted future cash flows that exceeded the carrying amount by less than 20%. As a result of our impairment analysis, we did not record any impairment losses for the three months ended July 31, 2015, but recorded impairment losses of $4.4 million in five communities, with a pre-impairment value of $16.7 million for the nine months ended July 31, 2015. For the three and nine months ended July 31, 2014, we recorded $0.1 million and $0.2 million, in one and two communities, respectively, with a pre-impairment value of $0.5 million and $0.7 million, respectively, which are included in the Condensed Consolidated Statements of Operations on the line entitled “Homebuilding: Inventory impairment loss and land option write-offs” and deducted from inventory. The pre-impairment value represents the carrying value, net of prior period impairments, if any, at the time of recording the impairment.

The Condensed Consolidated Statements 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 $1.1 million and $0.6 million for the three months ended July 31, 2015 and 2014, respectively, and $3.2 million and $1.7 million for the nine months ended July 31, 2015 and 2014, 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 costs written off. The number of lots walked away from during the three months ended July 31, 2015 and 2014 were 1,035 and 1,165, respectively, and 3,190 and 3,595 during the nine months ended July 31, 2015 and 2014, respectively.

We decide to mothball (or stop development on) certain communities when we determine that the current performance does not justify further investment at the time. When we decide to mothball a community, the inventory is reclassified on our Condensed Consolidated Balance Sheets from “Sold and unsold homes and lots under development” to “Land and land options held for future development or sale.” During the nine months ended July 31, 2015, we did not mothball any new communities, or sell any mothballed communities, but re-activated 14 communities which were previously mothballed. As of July 31, 2015, the net book value associated with our 31 total mothballed communities was $99.9 million, which was net of impairment charges recorded in prior periods of $334.5 million.

From time to time we enter into option agreements that include specific performance requirements, whereby we are required to purchase a minimum number of lots. Because of our obligation to purchase these lots, for accounting purposes in accordance with Accounting Standards Codification (“ASC”) 360-20-40-38, we are required to record this inventory on our Condensed Consolidated Balance Sheets. As of July 31, 2015, we had no specific performance options.

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We sell and lease back certain of our model homes with the right to participate in the potential profit when each home is sold to a third party at the end of the respective lease. As a result of our continued involvement, for accounting purposes in accordance with ASC 360-20-40-38, these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of our Condensed Consolidated Balance Sheets, at July 31, 2015, inventory of $90.2 million was recorded to “Consolidated inventory not owned – other options,” with a corresponding amount of $84.7 million recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

We have land banking arrangements, whereby we sell our land parcels to the land banker and they provide us an option to purchase back finished lots on a quarterly basis. Because of our options to repurchase these parcels, for accounting purposes, in accordance with ASC 360-20-40-38, these transactions are considered a financing rather than a sale. For purposes of our Condensed Consolidated Balance Sheets, at July 31, 2015, inventory of $19.2 million was recorded as “Consolidated inventory not owned – other options,” with a corresponding amount of $13.7 million recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

5.	Variable Interest Entities

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 July 31, 2015 and October 31, 2014, 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 July 31, 2015, we had total cash and letters of credit deposits amounting to $90.0 million to purchase land and lots with a total purchase price of $1.4 billion. The maximum exposure to loss with respect to our land and lot options is limited to the deposits plus any pre-development costs invested in the property, although some deposits are refundable at our request or refundable if certain conditions are not met.

6.	Warranty Costs

General liability insurance for homebuilding companies and their suppliers and subcontractors is very difficult to obtain. The availability of general liability insurance is limited due to a decreased number of insurance companies willing to underwrite for the industry. In addition, those few insurers willing to underwrite liability insurance have significantly increased the premium costs. To date, we have been able to obtain general liability insurance but at higher premium costs with higher deductibles. Our subcontractors and suppliers have advised us that they have also had difficulty obtaining insurance that also provides us coverage. As a result, we have an owner controlled insurance program for certain of our subcontractors whereby the subcontractors pay us an insurance premium (through a reduction of amounts we would otherwise owe such subcontractors for their work on our homes) based on the risk type of the trade. We absorb the liability associated with their work on our homes as part of our overall general liability insurance at no additional cost to us because our existing general liability and construction defect insurance policy and related reserves for amounts under our deductible covers construction defects regardless of whether we or our subcontractors are responsible for the defect. For the nine months ended July 31, 2015 and 2014, we received $2.2 million and $1.7 million, respectively, from subcontractors related to the owner controlled insurance program, which we accounted for as a reduction to inventory.

We accrue for warranty costs that are covered under our existing general liability and construction defect policy as part of our general liability insurance deductible. This accrual is expensed as selling, general and administrative costs. For homes delivered in fiscal 2015 and 2014, 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 2015 and 2014 is $0.25 million, up to a $5 million limit. Our aggregate retention in fiscal 2015 and 2014 is $21 million for construction defect, warranty and bodily injury claims. In addition, we establish a warranty accrual for lower cost related issues to cover home repairs, community amenities and land development infrastructure that are not covered under our general liability and construction defect policy. We accrue an estimate for these warranty costs as part of cost of sales at the time each home is closed and title and possession have been transferred to the homebuyer. Additions and charges in the warranty reserve and general liability reserve for the three and nine months ended July 31, 2015 and 2014 were as follows:

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	Three Months Ended July 31,						Nine Months Ended July 31,
(In thousands)	2015			2014			2015			2014

Balance, beginning of period		$161,307			$134,865			$178,008			$131,028
Additions – Selling, general and administrative		4,162			4,659			13,742			13,710
Additions – Cost of sales		2,905			3,574			11,721			7,702
Charges incurred during the period		(5,796	)		(3,683	)		(40,893	)		(13,025	)
Changes to pre-existing reserves		-			(4,220	)		-			(4,220	)
Balance, end of period		$162,578			$135,195			$162,578			$135,195

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 $0.4 million and $1.0 million for the three months ended July 31, 2015 and 2014, respectively, and $18.7 million and $5.2 million for the nine months ended July 31, 2015 and 2014, respectively, for prior year deliveries. During fiscal year 2015 we settled the D’Andrea class action suit with the majority of the settlement being paid by our insurance carriers. See Note 7 below.

7.	Commitments and Contingent Liabilities

We are involved in litigation arising in the ordinary course of business, none of which is expected to have a material effect on our financial position, results of operations or cash flows, 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, including those regulating the emission or discharge of materials into the environment, the management of stormwater runoff at construction sites, the handling, use, storage and disposal of hazardous substances, impacts to wetlands and other sensitive environments, and the remediation of contamination at properties that we have owned or developed or currently own or are developing (“environmental laws”). 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. In addition, noncompliance with these laws and regulations could result in fines and penalties, obligations to remediate, permit revocations or other sanctions; and contamination or other environmental conditions at or in the vicinity of our developments may result in claims against us for personal injury, property damage or other losses.

In March 2013, we received a letter from the Environmental Protection Agency (“EPA”) requesting information about our involvement in a housing redevelopment project in Newark, New Jersey that a Company entity undertook during the 1990s. We understand that the development is in the vicinity of a former lead smelter and that recent tests on soil samples from properties within the development conducted by the EPA show elevated levels of lead. We also understand that the smelter ceased operations many years before the Company entity involved acquired the properties in the area and carried out the re-development project. We responded to the EPA’s request. In August 2013, we were notified that the EPA considers us a potentially responsible party (or “PRP”) with respect to the site, that the EPA will clean up the site, and that the EPA is proposing that we fund and/or contribute towards the cleanup of the contamination at the site. We have begun preliminary discussions with the EPA concerning a possible resolution but do not know the scope or extent of the Company’s obligations, if any, that may arise from the site and therefore cannot provide any assurance that this matter will not have a material impact on the Company. The EPA requested additional information in April 2014 and the Company has responded to its information request.

We anticipate that increasingly stringent requirements will be imposed on developers and homebuilders in the future. Although we cannot reliably predict the extent of any effect these requirements may have on us, 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, our ability to obtain or renew permits or approvals and 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.

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The Company was also involved in the following litigation: Hovnanian Enterprises, Inc. and K. Hovnanian Venture I, L.L.C. (collectively, the “Company Defendants”) were 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. The plaintiff class was seeking unspecified damages as well as treble damages pursuant to the NJ Consumer Fraud Act. The Company Defendants, the Company Defendants’ insurance carriers and the plaintiff class agreed to the terms of a settlement on May 15, 2014 in which the plaintiff class was to receive a payment of $21 million in settlement of all claims, with the majority of the settlement being funded by the Company Defendants’ insurance carriers. The Company had previously reserved for its share of the settlement. The Superior Court approved the settlement agreement on December 23, 2014, and the judgment became final on February 20, 2015, when no appeal was taken. The settlement amount was paid in full and the class action matter is now concluded. The Company Defendants’ motion to consolidate an indemnity action they filed against various manufacturer and sub-contractor defendants to require these parties to participate directly in the class action was denied by the Superior Court; however, the Company Defendants’ separate action seeking indemnification against the various manufacturers and subcontractors implicated by the class action is ongoing.

The Company is presently involved in a dispute with XL, its insurance carrier for the fiscal year ended October 31, 2006 through the fiscal year ended October 31, 2010, regarding coverage issues pertaining to the fiscal year 2006 insurance policy. Specifically, XL maintains that the Company has not yet satisfied its aggregate retention of $21 million for fiscal 2006 and therefore the Company’s submitted claims to date in excess of the aggregate retention for the fiscal year ended October 31, 2006 are not reimbursable by XL under the policy terms. At this time, the Company has not met the aggregate retention for any of the other policy years. The Company has provided XL with detailed information to support its position that the fiscal year 2006 aggregate retention has been exceeded by more than $30 million; however, XL is disputing the Company’s interpretation of certain definitions within the policy and is therefore denying coverage. We and XL have not been successful in our discussions to resolve the matter, and the Company filed a Notice of Claim on November 26, 2014 with an arbitration panel, appointed by the Company and XL, in London to begin arbitration proceedings. In mid-2015, discovery commenced for both parties with documentation exchanged and motions heard with the arbitration panel. In June 2015, XL and the Company agreed to a two day mediation, which was held in September 2015 in London. We and XL continue to consider each other’s positions but at this time a resolution has not been reached. If a resolution is not reached, we will proceed with arbitration in January 2016. Due to the uncertainty of the outcome of the mediation and the arbitration process, the Company cannot provide any assurance that this matter will not have a material impact on the Company or that other policy years may be similarly disputed in the event that the aggregate retention for those policy years is reached.

8.	Restricted Cash and Deposits

Cash represents cash deposited in checking accounts. Cash equivalents include 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. At July 31, 2015 and October 31, 2014, $14.3 million and $15.4 million, respectively, of the total cash and cash equivalents was in cash equivalents, the book value of which approximated fair value.

Restricted cash and cash equivalents on the Condensed Consolidated Balance Sheets totaled $26.4 million and $29.3 million as of July 31, 2015 and October 31, 2014, respectively, which included cash collateralizing our letter of credit agreements and facilities and is discussed in Note 10. Also included in this balance were homebuilding and financial services customers’ deposits of $7.2 million and $16.6 million at July 31, 2015, respectively, and $7.5 million and $15.8 million as of October 31, 2014, respectively, which are restricted from use by us.

Total Homebuilding Customers’ deposits are shown as a liability on the Condensed Consolidated Balance Sheets. These liabilities are significantly more than the applicable periods’ restricted 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 these customer deposits to cash by pledging letters of credit and surety bonds.

9.	Mortgage Loans Held for Sale

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 Condensed Consolidated Statements of Operations in “Revenues: Financial services.” We currently use forward sales of mortgage-backed securities (“MBS”), interest rate commitments from borrowers and mandatory and/or best efforts forward commitments to sell loans to third-party purchasers to protect us from interest rate fluctuations. These short-term instruments, which do not require any payments to be made to the counterparty or purchaser 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 Condensed Consolidated Statements of Operations in “Revenues: Financial services.”

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At July 31, 2015 and October 31, 2014, $96.1 million and $78.6 million, respectively, 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 the 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 Sheets. As of July 31, 2015 and 2014, we had reserves specifically for 131 and 200 identified mortgage loans, respectively, as well as reserves for an estimate for future losses on mortgages sold but not yet identified to us.

The activity in our loan origination reserves during the three and nine months ended July 31, 2015 and 2014 was as follows:

	Three Months Ended July 31,						Nine Months Ended July 31,
(In thousands)	2015			2014			2015		2014

Loan origination reserves, beginning of period		$7,942			$11,057			$7,352		$11,036
Provisions for losses during the period		39			1,899			168		2,766
Adjustments to pre-existing provisions for losses from changes in estimates		(30	)		(1,682	)		431		(2,304	)
Payments/settlements		-			-			-		(224	)
Loan origination reserves, end of period		$7,951			$11,274			$7,951		$11,274

10.

Mortgage and Notes Payable

We have nonrecourse mortgage loans for certain communities totaling $133.4 million and $103.9 million at July 31, 2015 and October 31, 2014, respectively, which are secured by the related real property, including any improvements, with an aggregate book value of approximately $366.9 million and $220.1 million, respectively. The weighted-average interest rate on these obligations was 5.0% at both July 31, 2015 and October 31, 2014, and the mortgage loan payments on each community primarily correspond to home deliveries. We also have nonrecourse mortgage loans on our corporate headquarters totaling $15.8 million and $16.6 million at July 31, 2015 and October 31, 2014, respectively. These loans had a weighted-average interest rate of 8.7% and 7.0% at July 31, 2015 and October 31, 2014, respectively. As of July 31, 2015, these loans had installment obligations with annual principal maturities in the years ending October 31 of approximately: $0.3 million in 2015, $1.2 million in 2016, $1.3 million in 2017, $1.4 million in 2018, $1.5 million in 2019 and $10.1 million after 2019.

In June 2013, K. Hovnanian Enterprises, Inc. (“K. Hovnanian”), as borrower, and we and certain of our subsidiaries, as guarantors, entered into a five-year, $75.0 million unsecured revolving credit facility (the “Credit Facility”) with Citicorp USA, Inc., as administrative agent and issuing bank, and Citibank, N.A., as a lender. The Credit Facility is available for both letters of credit and general corporate purposes. The Credit Facility does not contain any financial maintenance covenants, but does contain certain restrictive covenants that track those contained in our indenture governing the 8.0% Senior Notes due 2019, which are described in Note 11. The Credit Facility also contains certain customary events of default which would permit the administrative agent at the request of the required lenders to, among other things, declare all loans then outstanding to be immediately due and payable if such default is not cured within applicable grace periods, including the failure to make timely payments of amounts payable under the Credit Facility or other material indebtedness or the acceleration of other material indebtedness, the failure to comply with agreements and covenants or for representations or warranties to be correct in all material respects when made, specified events of bankruptcy and insolvency, and the entry of a material judgment against a loan party. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to either, as selected by K. Hovnanian, (i) the alternate base rate plus the applicable spread determined on the date of such borrowing or (ii) an adjusted London Interbank Offered Rate (“LIBOR”) rate plus the applicable spread determined as of the date two business days prior to the first day of the interest period for such borrowing. As of both July 31, 2015 and October 31, 2014, there were no borrowings and $26.5 million of letters of credit outstanding under the Credit Facility. As of July 31, 2015, we believe we were in compliance with the covenants under the Credit Facility.

In addition to the Credit Facility, we have certain stand–alone cash collateralized letter of credit agreements and facilities under which there were a total of $2.6 million and $5.5 million letters of credit outstanding at July 31, 2015 and October 31, 2014, 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 July 31, 2015 and October 31, 2014, the amount of cash collateral in these segregated accounts was $2.6 million and $5.6 million, respectively, which is reflected in “Restricted cash and cash equivalents” on the Condensed Consolidated Balance Sheets.

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Our wholly owned mortgage banking subsidiary, K. Hovnanian American Mortgage, LLC (“K. Hovnanian Mortgage”), originates mortgage loans primarily from the sale of our homes. Such mortgage loans and related servicing rights are sold in the secondary mortgage market within a short period of time. In certain instances, we retain the servicing rights for a small amount of loans. Our secured Master Repurchase Agreement with JPMorgan Chase Bank, N.A. (“Chase Master Repurchase Agreement”), which was amended on July 31, 2015, is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016. 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 an adjusted LIBOR rate, which was 0.19% at July 31, 2015, plus the applicable margin of 2.5% or 2.63% based upon type of loan. As of July 31, 2015 and October 31, 2014, the aggregate principal amount of all borrowings outstanding under the Chase Master Repurchase Agreement was $17.9 million and $25.5 million, respectively.

K. Hovnanian Mortgage has another secured Master Repurchase Agreement with Customers Bank (“Customers Master Repurchase Agreement”), which was amended on February 19, 2015 to extend the maturity date to February 18, 2016, that is a short-term borrowing facility that provides up to $37.5 million through maturity. 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, plus the applicable margin ranging from 2.75% to 5.25% based on the type of loan and the number of days outstanding on the warehouse line. As of July 31, 2015 and October 31, 2014, the aggregate principal amount of all borrowings outstanding under the Customers Master Repurchase Agreement was $25.6 million and $20.4 million, respectively.

K. Hovnanian Mortgage has a third secured Master Repurchase Agreement with Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse Master Repurchase Agreement”), which was amended on July 31, 2015, that is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016. 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 0.56% at July 31, 2015, plus the applicable margin of 2.5% until the loan documents have been provided to the lender, at which point the margin is lowered to 2.25%. As of July 31, 2015 and October 31, 2014, the aggregate principal amount of all borrowings outstanding under the Credit Suisse Master Repurchase Agreement was $25.4 million and $19.7 million, respectively.

In February 2014, K. Hovnanian Mortgage executed a secured Master Repurchase Agreement with Comerica Bank (“Comerica Master Repurchase Agreement”), which was amended on June 29, 2015 to extend the maturity date to June 28, 2016. The Comerica Master Repurchase Agreement is a short-term borrowing facility that provides up to $35.0 million through maturity. 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 at LIBOR, subject to a floor of 0.25%, plus the applicable margin of 2.5%. As of July 31, 2015 and October 31, 2014, the interest rate was 2.75% and the aggregate principal amount of all borrowings outstanding under the Comerica Master Repurchase Agreement was $19.6 million and $11.3 million, respectively.

The Chase Master Repurchase Agreement, Customers Master Repurchase Agreement, Credit Suisse Master Repurchase Agreement and Comerica 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 July 31, 2015, we believe we were in compliance with the covenants under the Master Repurchase Agreements.

11.

Senior Secured, Senior, Senior Amortizing and Senior Exchangeable Notes

Senior Secured, Senior, Senior Amortizing and Senior Exchangeable Notes balances as of July 31, 2015 and October 31, 2014, were as follows:

(In thousands)	July 31, 2015		October 31, 2014
Senior Secured Notes:
7.25% Senior Secured First Lien Notes due October 15, 2020		$577,000		$577,000
9.125% Senior Secured Second Lien Notes due November 15, 2020		220,000		220,000
2.0% Senior Secured Notes due November 1, 2021 (net of discount)		53,136		53,129
5.0% Senior Secured Notes due November 1, 2021 (net of discount)		130,852		129,806
Total Senior Secured Notes		$980,988		$979,935
Senior Notes:
11.875% Senior Notes due October 15, 2015 (net of discount)		60,737		60,414
6.25% Senior Notes due January 15, 2016 (net of discount)		172,744		172,483
7.5% Senior Notes due May 15, 2016		86,532		86,532
8.625% Senior Notes due January 15, 2017		121,043		121,043
7.0% Senior Notes due January 15, 2019		150,000		150,000
8.0% Senior Notes due November 1, 2019		250,000		-
Total Senior Notes		$841,056		$590,472
11.0% Senior Amortizing Notes due December 1, 2017		$12,811		$17,049
Senior Exchangeable Notes due December 1, 2017		$72,838		$70,101

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Except for 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 and senior exchangeable notes outstanding at July 31, 2015 (see Note 21). In addition, the 5.0% Senior Secured Notes due 2021 (the “5.0% 2021 Notes”) and the 2.0% Senior Secured Notes due 2021 (the “2.0% 2021 Notes” and together with the 5.0% 2021 Notes, 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 indentures governing the 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 nonrecourse indebtedness), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness (with respect to certain of the senior secured and senior 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 July 31, 2015, 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 12 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 nonrecourse 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. We anticipate that 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 debt instruments or otherwise affect compliance with any of the covenants contained in our debt instruments.

The 7.25% Senior Secured First Lien Notes due 2020 (the “First Lien Notes”) are secured by a first-priority lien and the 9.125% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “2020 Secured 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 us, K. Hovnanian and the guarantors of such notes. At July 31, 2015, the aggregate book value of the real property that constituted collateral securing the 2020 Secured Notes was approximately $799.9 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 and cash equivalents collateral that secured the 2020 Secured Notes was $166.4 million as of July 31, 2015, which included $2.6 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.

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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 July 31, 2015, the collateral securing the guarantees included (1) $43.5 million of cash and cash equivalents (subsequent to such date, cash uses include general business operations and real estate and other investments); (2) approximately $147.1 million aggregate book value of real property of the Secured Group, 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, and (3) equity interests in guarantors that are members of the Secured Group. 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 $63.5 million as of July 31, 2015; 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 and senior secured notes, and thus have not guaranteed such indebtedness.

On January 10, 2014, K. Hovnanian issued $150.0 million aggregate principal amount of 7.0% Senior Notes due 2019, resulting in net proceeds of approximately $147.8 million. The notes are redeemable in whole or in part at our option at any time prior to July 15, 2016 at 100% of their principal amount plus an applicable “Make-Whole Amount.” We may also redeem some or all of the notes at 103.5% of principal commencing July 15, 2016, at 101.75% of principal commencing January 15, 2017 and 100% of principal commencing January 15, 2018. In addition, we may redeem up to 35% of the aggregate principal amount of the notes prior to July 15, 2016 with the net cash proceeds from certain equity offerings at 107.0% of principal. We used a portion of the net proceeds to fund the redemption on February 9, 2014 (effected on February 10, 2014 which was the next business day after the redemption date) of the remaining outstanding principal amount ($21.4 million) of our 6.25% Senior Notes due 2015. The redemption resulted in a loss on extinguishment of debt of $1.2 million, net of the write-off of unamortized fees, and was included in the Condensed Consolidated Statement of Operations as “Loss on extinguishment of debt” in the second quarter of fiscal 2014. The remaining net proceeds from the offering were used to pay related fees and expenses and for general corporate purposes.

On November 5, 2014, K. Hovnanian issued $250.0 million aggregate principal amount of 8.0% Senior Notes due 2019, resulting in net proceeds of $245.7 million. These proceeds were used for general corporate purposes. The notes will mature on November 1, 2019. The notes are redeemable in whole or in part at K. Hovnanian’s option at any time prior to August 1, 2019 at a redemption price equal to 100% of their principal amount plus an applicable “Make-Whole Amount.” At any time and from time to time on or after August 1, 2019, K. Hovnanian may also redeem some or all of the notes at a redemption price equal to 100% of their principal amount.

We have $60.8 million of 11.875% Senior Notes due on October 15, 2015 and $172.7 million of 6.25% Senior Notes due on January 15, 2016. While our preference is to refinance these near term maturities as they come due, in light of the cost of capital currently available to companies with comparable credit ratings, we may not be able to refinance these obligations at an attractive rate. In this situation, as an alternative to refinancing, we have a number of means to provide sufficient liquidity to enable us to pay these bonds at maturity while continuing to execute our strategic objectives, which include growing our company. Such means include: additional land banking transactions, an increase in joint venture activity and/or project specific financings and model sale leasebacks.

12.

Senior Exchangeable Notes

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 Senior Exchangeable Note, and that will accrete to $1,000 at maturity and (2) a senior amortizing note due December 1, 2017 (a “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. If certain corporate events 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. As of July 31, 2015, 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.

On each June 1 and December 1 (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 was $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.

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13.

Per Share Calculation

Basic earnings per share is computed by dividing net income (loss) (the “numerator”) by the weighted-average number of common shares outstanding, adjusted for nonvested shares of restricted stock (the “denominator”) for the period. The basic weighted–average number of shares for the nine months ended July 31, 2014 included 6.1 million shares related to Purchase Contracts (issued as part of our then outstanding 7.25% Tangible Equity Units) which shares were issued upon settlement of the Purchase Contracts in February 2014. 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 nonvested 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 nonforfeitable 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 in periods when we have net income. The Company’s restricted common stock (“nonvested shares”) are considered participating securities.

Basic and diluted earnings per share for the periods presented below were calculated as follows:

	Three Months Ended July 31,						Nine Months Ended July 31,
(In thousands, except per share data)	2015			2014			2015			2014

Numerator:
Net (loss) earnings attributable to Hovnanian		$(7,684	)		$17,105			$(41,619	)		$(15,320	)
Less: undistributed earnings allocated to nonvested shares		-			(386	)		-			-
Numerator for basic earnings per share		(7,684	)		16,719			(41,619	)		(15,320	)
Plus: undistributed earnings allocated to nonvested shares					386
Less: undistributed earnings reallocated to nonvested shares		-			(386	)		-			-
Less: interest on senior exchangeable notes		-			879			-			-
Numerator for diluted earnings per share		(7,684	)		17,598			(41,619	)		(15,320	)
Denominator:
Denominator for basic earnings per share		147,010			146,365			146,846			146,223
Effect of dilutive securities:
Share based payments		-			756			-			-
Senior Exchangeable notes		-			15,157			-			-
Denominator for diluted earnings per share – weighted average shares outstanding		147,010			162,278			146,846			146,223
Basic earnings per share		$(0.05	)		$0.11			$(0.28	)		$(0.10	)
Diluted earnings per share		$(0.05	)		$0.11			$(0.28	)		$(0.10	)

Incremental shares attributed to nonvested stock and outstanding options to purchase common stock of 0.2 million for the nine months ended July 31, 2015, and 1.3 million nine months ended July 31, 2014, respectively, 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. There were no incremental shares attributed to nonvested stock and outstanding options to purchase common stock for the three months ended July 31, 2015. Also, for both the three and nine months ended July 31, 2015 and the nine months ended July 31, 2014, 15.2 million shares of common stock issuable upon the exchange of our Senior Exchangeable Notes (which were issued in fiscal 2012), were excluded from the computation of diluted earnings per share because we had net losses for the periods.

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 3.9 million and 3.1 million for the three and nine months ended July 31, 2015, respectively and 3.0 million and 2.1 million for the three and nine months ended July 31, 2014, respectively, because to do so would have been anti-dilutive for the periods presented.

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14.

Preferred Stock

On July 12, 2005, we issued 5,600 shares of 7.625% Series A Preferred Stock, with a liquidation preference of $25,000 per share. Dividends on the Series A Preferred Stock are not cumulative and are paid 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 and nine months ended July 31, 2015 and 2014, we did not pay any dividends on the Series A Preferred Stock due to covenant restrictions in our debt instruments.

15.

Common Stock

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 (NOL) carryforwards 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 of Directors 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 and nine months ended July 31, 2015. As of July 31, 2015, the maximum number of shares of Class A Common Stock that may yet be purchased under this program is 0.5 million.

16.

Income Taxes

The total income tax benefit of $2.3 million and $17.5 million recognized for the three and nine months ended July 31, 2015, respectively, was primarily due to deferred taxes partially offset by state tax expenses and state tax reserves for uncertain tax positions. The total income tax benefit of $1.7 million and $0.5 million recognized for the three and nine months ended July 31, 2014, respectively, was primarily due to a refund received for a loss carryback to a previously profitable year, partially offset by various state tax expenses and state tax reserves for uncertain state tax positions

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.

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As of October 31, 2014, and again at July 31, 2015, we concluded that it was more likely than not that a substantial amount of our deferred tax assets (“DTA”) would be utilized. This conclusion was based on a detailed evaluation of all relevant evidence, both positive and negative. The positive evidence included factors such as positive earnings for the last two full fiscal years and the expectation of earnings going forward over the long term and evidence of a sustained recovery in the housing markets in which we operate. Such evidence is supported by significant increases in key financial indicators over the last few years, including new orders, revenues, backlog, community count and deliveries compared with the prior years. Economic data has also been affirming the housing market recovery. Housing starts, homebuilding volume and prices are increasing and forecasted to continue to increase. Historically low mortgage rates, affordable home prices, reduced foreclosures and a favorable home ownership to rental comparison are key factors in the recovery.

Potentially offsetting this positive evidence, we are currently in a three year cumulative loss position as of July 31, 2015. As per ASC 740, cumulative losses are one of the most objectively verifiable forms of negative evidence. Thus, an entity that has suffered cumulative losses in recent years may find it difficult to support an assertion that a DTA could be realized if such an assertion is based on forecasts of future profitable results rather than an actual return to profitability. In other words, an entity that has cumulative losses generally should not use an estimate of future earnings to support a conclusion that realization of an existing DTA is more likely than not if such a forecast is not based on objectively verifiable information. An objectively verifiable estimate of future income in that instance would be based on operating results from the reporting entity's recent history.

We determined that the positive evidence noted above, including our two fiscal years of sustained operating profitability, outweighed the existing negative evidence and because of our current backlog, we expect to be in a three year cumulative income position by the end of fiscal 2015. Given that ASC 740 suggests using recent historical operating results in the instance where a three year cumulative loss position still exists, we used our recent historical profit levels in projecting our pretax income over the future years in assessing the utilization of our existing DTAs. Therefore, we concluded that it is more likely than not that we will realize a substantial portion of our DTAs, and that a full valuation allowance is not necessary. This analysis resulted in a partial reversal equal to $285.1 million of our valuation allowance against DTAs at October 31, 2014, leaving a remaining valuation allowance of $642.0 million at October 31, 2014. Our valuation allowance for deferred taxes amounted to $642.1 million at July 31, 2015.

17.

Operating and Reporting Segments

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. Our 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, Washington D.C. and West Virginia)

(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 typically 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 or exchanges.

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Evaluation of segment performance is based primarily on operating earnings from continuing operations before provision for income taxes (“Income (loss) before income taxes”). Income (loss) before income taxes for the Homebuilding segments consist of revenues generated from the sales of homes and land, income (loss) 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 consist 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:

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	Three Months Ended July 31,						Nine Months Ended July 31,
(In thousands)	2015			2014			2015			2014

Revenues:
Northeast		$36,209			$60,531			$126,213			$179,529
Mid-Atlantic		113,992			90,123			271,954			219,378
Midwest		82,325			55,423			220,020			147,884
Southeast		57,329			55,449			144,498			146,613
Southwest		203,249			201,906			560,863			495,116
West		33,180			76,521			93,895			147,979
Total homebuilding		526,284			539,953			1,417,443			1,336,499
Financial services		14,360			11,106			37,939			28,612
Corporate and unallocated		(31	)		(50	)		(106	)		(125	)
Total revenues		$540,613			$551,009			$1,455,276			$1,364,986

(Loss) income before income taxes:
Northeast		$(4,008	)		$(1,971	)		$(10,973	)		$(10,791	)
Mid-Atlantic		5,440			5,397			10,439			9,772
Midwest		3,120			4,971			8,041			10,687
Southeast		(1,225	)		2,244			(3,583	)		6,990
Southwest		17,170			22,178			42,517			48,259
West		(3,973	)		11,091			(15,309	)		12,829
Homebuilding income before income taxes		16,524			43,910			31,132			77,746
Financial services		6,116			3,894			14,870			8,021
Corporate and unallocated		(32,641	)		(32,432	)		(105,164	)		(101,583	)
(Loss) income before income taxes		$(10,001	)		$15,372			$(59,162	)		$(15,816	)

(In thousands)	July 31, 2015		October 31, 2014

Assets:
Northeast		$329,387		$315,573
Mid-Atlantic		340,564		313,494
Midwest		190,461		169,967
Southeast		207,490		148,096
Southwest		473,732		410,756
West		245,266		143,245
Total homebuilding		1,786,900		1,501,131
Financial services		136,090		120,343
Corporate and unallocated		626,354		668,456
Total assets		$2,549,344		$2,289,930

18.

Investments in Unconsolidated Homebuilding and Land Development Joint Ventures

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 home buyers. 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.

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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)	July 31, 2015
	Homebuilding			Land Development			Total
Assets:
Cash and cash equivalents		$20,420			$739			$21,159
Inventories		322,448			13,543			335,991
Other assets		9,388			-			9,388
Total assets		$352,256			$14,282			$366,538

Liabilities and equity:
Accounts payable and accrued liabilities		$28,601			$604			$29,205
Notes payable		101,522			4,593			106,115
Total liabilities		130,123			5,197			135,320
Equity of:
Hovnanian Enterprises, Inc.		63,497			2,943			66,440
Others		158,636			6,142			164,778
Total equity		222,133			9,085			231,218
Total liabilities and equity		$352,256			$14,282			$366,538
Debt to capitalization ratio		31	%		34	%		31	%

(Dollars in thousands)	October 31, 2014
	Homebuilding			Land Development			Total
Assets:
Cash and cash equivalents		$22,415			$205			$22,620
Inventories		208,620			16,194			224,814
Other assets		11,986			-			11,986
Total assets		$243,021			$16,399			$259,420

Liabilities and equity:
Accounts payable and accrued liabilities		$27,175			$1,039			$28,214
Notes payable		45,506			5,650			51,156
Total liabilities		72,681			6,689			79,370
Equity of:
Hovnanian Enterprises, Inc.		59,106			2,990			62,096
Others		111,234			6,720			117,954
Total equity		170,340			9,710			180,050
Total liabilities and equity		$243,021			$16,399			$259,420
Debt to capitalization ratio		21	%		37	%		22	%

As of July 31, 2015 and October 31, 2014, we had advances outstanding of approximately $1.0 million and $1.8 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 $66.5 million and $63.9 million at July 31, 2015 and October 31, 2014, respectively.

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	For the Three Months Ended July 31, 2015
(In thousands)	Homebuilding			Land Development			Total

Revenues		$27,459			$1,394			$28,853
Cost of sales and expenses		(29,705	)		(1,296	)		(31,001	)
Joint venture net (loss) income		$(2,246	)		$98			$(2,148	)
Our share of net (loss) income		$(488	)		$49			$(439	)

For the Three Months Ended July 31, 2014

(In thousands)

Homebuilding

Land Development

Total

Revenues

$29,283

$612

$29,895

Cost of sales and expenses