HOV 10-K Annual Report Oct. 31, 2017 | Alphaminr
HOVNANIAN ENTERPRISES INC
ALPHAMINR

HOV 10-K Fiscal year ended Oct. 31, 2017

Balance Sheet
Cash Flow
Income Statement
Debt
HOVNANIAN ENTERPRISES INC
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TABLE OF CONTENTS
Part IPart IIPart IIIPart IV

Exhibits

3(a) Restated Certificate of Incorporation of the Registrant.(5) 3(b) Amended and Restated Bylaws of the Registrant.(23) 4(a) Specimen ClassA Common Stock Certificate.(13) 4(b) Specimen ClassB Common Stock Certificate.(13) 4(c) Certificate of Designations, Powers, Preferences and Rights of the 7.625% SeriesA Preferred Stock of Hovnanian Enterprises,Inc., dated July12, 2005.(11) 4(d) Certificate of Designations of the SeriesB Junior Preferred Stock of Hovnanian Enterprises,Inc., dated August14, 2008.(1) 4(e) Rights Agreement, dated as of August14, 2008, between Hovnanian Enterprises,Inc. and National City Bank, as Rights Agent, which includes the Form of Certificate of Designation as ExhibitA, Form of Right Certificate as ExhibitB and the Summary of Rights as ExhibitC.(21) 4(f) Indenture dated as of July 27, 2017, relating to the 10.0% Senior Secured Notes due 2022 and the 10.5% Senior Secured Notes due 2024, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the forms of 10.0% Senior Secured Note due 2022 and the 10.5% Senior Secured Note due 2024. (18) 4(g) Indenture dated as of September 8, 2016, relating to the 9.50% Senior Secured Notes due 2020, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., and the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including form of 9.50% Senior Secured Notes due 2020.(2) 4(h) Indenture, dated as of February 14, 2011, relating to Senior Debt Securities, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and Wilmington Trust Company, as Trustee.(12) 4(i) Indenture dated as of January 10, 2014, relating to the 7.000% Senior Notes due 2019, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust, National Association, as Trustee, including the form of 7.000% Senior Note due 2019.(15) 4(j) Indenture, dated as of February 9, 2011, relating to Senior Subordinated Debt Securities, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and Wilmington Trust Company, as Trustee.(12) 4(k) Secured Notes Indenture dated as of November 1, 2011 relating to the 5.0% Senior Secured Notes due 2021 and 2.0% Senior Secured Notes due 2021, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the forms of 5.0% Senior Secured Notes due 2021 and 2.0% Senior Secured Notes due 2021.(4) 4(l) Units Agreement, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and Wilmington Trust Company, as Units Agent, including form of Unit, component amortizing notes and component exchangeable notes.(14) 4(m) Amortizing Notes Indenture, dated as of October 2, 2012, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and the other guarantors named therein and Wilmington Trust Company, as Trustee, including the form of Amortizing Note.(14) 4(n) Exchangeable Notes Indenture, dated as of October 2, 2012, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and the other guarantors named therein and Wilmington Trust Company, as Trustee, including the form of Exchangeable Note.(14) 4(o) Indenture, dated as of November 5, 2014, relating to the 8.000% Senior Notes due 2019, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the form of 8.000% Senior Note due 2019.(10) 10(a) Collateral Agency Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Notes Collateral Agent and Wilmington Trust, National Association, as Collateral Agent. (18) 10(b) Security Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Collateral Agent. (18) 10(c) Pledge Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Collateral Agent. (18) 10(d) Joinder to the Amended and Restated Intercreditor Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Trustee and Notes Collateral Agent, Wilmington Trust, National Association, as SeniorCredit Agreement Administrative Agent, Wilmington Trust, National Association, as Junior Joint Collateral Agent and Wilmington Trust, National Association, as Mortgage Tax Collateral Agent. (18) 10(e) Second Amended and Restated Mortgage Tax Collateral Agency Agreement, dated as of July 27 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Notes Collateral Agent, Wilmington Trust, National Association, as Senior Credit Agreement Administrative Agent, Wilmington Trust, National Association, as Junior Joint Collateral Agent and Wilmington Trust, National Association, as Mortgage Tax Collateral Agent. (18) 10(f) Trademark Security Agreement, dated as of July 27, 2017, between K. HOV IP II, Inc. and Wilmington Trust, National Association, as Collateral Agent. (18) 10(g) Amended and Restated Intercreditor Agreement, dated September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the other guarantors party thereto, Wilmington Trust, National Association, in its capacities as Senior Notes Trustee and Senior Notes Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacity as Administrative Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Mortgage Tax Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacities as 9.125% Junior Trustee and 9.125% Junior Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacities as 10.000% Junior Trustee and 10.000% Junior Collateral Agent (each as defined therein) and Wilmington Trust, National Association, in its capacity as Junior Joint Collateral Agent (as defined therein).(2) 10(h) Amended and Restated First Lien Pledge Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.(2) 10(i) Amended and Restated First Lien Security Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.(2) 10(j) Credit Agreement, dated as of July 29, 2016, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto.(2) 10(k)* Form of Non-Qualified Stock Option Agreement (2012) for Ara K. Hovnanian. (29) 10(l)* Form of Nonqualified Stock Option Agreement (Class A shares).(24) 10(m)* Amended and Restated 2008 Hovnanian Enterprises,Inc. Stock Incentive Plan.(16) 10(n)* 1983 Stock Option Plan (as amended and restated).(17) 10(p) Management Agreement dated December15, 1985, for the management of properties by K.Hovnanian Investment Properties,Inc.(20) 10(q)* Executive Deferred Compensation Plan as amended and restated on May 24, 2012. (29) 10(s)* Form of Hovnanian Deferred Share Policy for Senior Executives.(8) 10(t)* Form of Hovnanian Deferred Share Policy.(8) 10(u)* Form of Nonqualified Stock Option Agreement (Class B shares).(8) 10(v)* Form of Incentive Stock Option Agreement.(8) 10(w)* Form of Stock Option Agreement for Directors.(8) 10(x)* Form of Restricted Share Unit Agreement.(8) 10(y)* Form of Incentive Stock Option Agreement.(25) 10(z)* Form of Restricted Share Unit Agreement.(25) 10(aa)* Form of Performance Vesting Incentive Stock Option Agreement.(25) 10(bb)* Form of Performance Vesting Nonqualified Stock Option Agreement.(25) 10(cc)* Form of Restricted Share Unit Agreement for Directors.(24) 10(dd)* Form of 2016 Long Term Incentive Program Award Agreement.(22) 10(ee)* Form of Change in Control Severance Protection Agreement entered into with Brad G. OConnor.(27) 10(ff)* Form of Amendment to Outstanding Stock Option Grants.(28) 10(gg)* Form of Amendment to 2011 Restricted Share Unit Agreement for Ara K. Hovnanian and J. Larry Sorsby.(28) 10(hh)* Form of Amendment to 2011 Non-Qualified Stock Option Agreement for Ara K. Hovnanian.(28) 10(ii)* Form of Amendment to 2011 Incentive Stock Option Agreement for J. Larry Sorsby.(28) 10(jj)* Form of Incentive Stock Option Agreement (2012).(29) 10(kk)* Form of Restricted Share Unit Agreement (2012).(29) 10(ll)* Form of Stock Option Agreement (2012) for Directors.(29) 10(mm)* Form of Restricted Share Unit Agreement (2012) for Directors.(29) 10(nn)* Form of 2013 Long-Term Incentive Program Award.(30) 10(oo)* Form of 2013 Incentive Stock Option Agreement Performance Option Grant (Class A shares).(31) 10(pp)* Form of 2013 Non-Qualified Stock Option Agreement Performance Option Grant (Class B shares).(31) 10(qq)* Form of Market Share Unit Agreement Class A shares(2014 grants and thereafter).(9) 10(rr)* Form of Market Share Unit Agreement Class B shares(2014 grants and thereafter).(9) 10(ss)* Form of Market Share Unit Agreement (Performance Vesting) Class A (2014 grants and thereafter).(9) 10(tt)* Form of Market Share Unit Agreement (Performance Vesting) Class B shares(2014 grants and thereafter) (9) 10(uu)* Form of Incentive Stock Option Agreement (2014 grants and thereafter).(9) 10(vv)* Form of Restricted Share Unit Agreement (2014 grants and thereafter).(9) 10(ww)* Form of Stock Option Agreement for Directors (2014 grants and thereafter).(9) 10(xx)* Form of Restricted Share Unit Agreement for Directors (2014 grants and thereafter).(9) 10(aaa)* Form of Letter Agreement Relating to Change in Control Severance Protection Agreement entered into with Brad G. OConnor.(19) 10(bbb)* Market Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(ccc)* Market Share Unit Agreement Class B (2016 grants and thereafter).(2) 10(ddd)* Market Share Unit Agreement (Gross Margin Performance Vesting) Class A (2016 grants and thereafter).(2) 10(eee)* Market Share Unit Agreement (Gross Margin Performance Vesting) Class B (2016 grants and thereafter).(2) 10(fff)* Market Share Unit Agreement (Debt Reduction Performance Vesting) Class A (2016 grants and thereafter).(2) 10(ggg)* Market Share Unit Agreement (Debt Reduction Performance Vesting) Class B (2016 grants and thereafter).(2) 10(hhh)* Premium-Priced Incentive Stock Option Agreement Class A (2016 grants and thereafter).(2) 10(iii)* Premium-Priced Non-qualified Stock Option Agreement Class B (2016 grants and thereafter).(2) 10(jjj)* Incentive Stock Option Agreement Class A (2016 grants and thereafter).(2) 10(kkk)* Restricted Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(lll)* Director Restricted Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(mmm)* Market Share Unit Agreement (Pre-tax Profit performance Vesting) Class A (2017 grants and thereafter) (32) 10(nnn)* Market Share Unit Agreement (Pre-tax Profit performance Vesting) Class B (2017 grants and thereafter) (32) 10(ooo)* Market Share Unit Agreement (Gross Margin Improvement Performance Vesting) Class A (2017 grants and thereafter) (32) 10(ppp)* Market Share Unit Agreement (Gross Margin Improvement Performance Vesting) Class B (2017 grants and thereafter) (32) 10(qqq)* Form of Letter Agreement entered into with Lucian Theon Smith III 10(rrr) First Lien Intercreditor Agreement, dated September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the other guarantors party thereto, Wilmington Trust, National Association in its capacity as Super Priority Administrative Agent (as defined therein),Wilmington Trust, National Association, in its capacity as Mortgage Tax Collateral Agent (as defined therein), and Wilmington Trust, National Association, in its capacities as First Lien Trustee and First Lien Collateral Agent (each as defined therein).(2) 10(sss) First Lien Collateral Agency Agreement, dated as of September 8, 2016, among Wilmington Trust, National Association, in its capacity as Existing Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as 9.50% Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Collateral Agent (as defined therein), K. Hovnanian Enterprises, Inc., and the Grantors (as defined therein).(2) 10(ttt) Security Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.(2) 10(uuu) Pledge Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.(2) 10(vvv) First Lien Intellectual Property Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.(2) 12 Statements re Computation of Ratios. 21 Subsidiaries of the Registrant. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Deloitte & Touche LLP. 23(c) Consent of Deloitte & Touche LLP. 31(a) Rule13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31(b) Rule13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32(a) Section1350 Certification of Chief Executive Officer. 32(b) Section1350 Certification of Chief Financial Officer. 99(a) Financial Statements of GTIS HOV Holdings, L.L.C. 99(b) Financial Statements of GTIS HOV Holdings V, L.L.C.