KB HOME
KBH 10-K Fiscal year ended Nov. 30, 2024
KB HOME
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
For the fiscal year ended
November 30
, 2024
or
1934
For the transition period from
to
.
Commission File No.
001-09195
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
310
)
231-4000
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes
☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
☐
No
☒
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
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Yes
☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
☐
No
☒
The aggregate market value of the voting common stock held by non-affiliates of the registrant on May 31, 2024 was
$
5,782,776,530
,
including
6,705,247
shares held by the registrant’s grantor stock ownership trust and excluding
19,982,889
shares held in treasury.
There were
72,156,821
shares of the registrant’s common stock, par value
$1.00
per share, outstanding on December 31, 2024.
Documents Incorporated by Reference
KB HOME
FORM 10-K
FOR THE YEAR ENDED
NOVEMBER 30, 2024
TABLE OF CONTENTS
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Page
Number
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Item 1.
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Item 1A.
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Item 1B.
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Item 1C.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 9C.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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1
PART I
Item 1.
BUSINESS
General
KB Home is one of the largest and most trusted homebuilders in the U.S. We have been building homes for more than 65
years, with
nearly 700,000
homes
built since our founding in 1957. We build a variety of new homes, including attached and
detached single-family residential homes, townhomes and condominiums, designed primarily for first-time and first move-up,
as well as second move-up and active adult, homebuyers. We offer homes in development communities, at urban in-fill
locations and as part of mixed-use projects. Our homebuilding operations represent the majority of our business, accounting for
99.6%
of our total revenues in
2024
. Our financial services operations, which accounted for the remaining
.4%
of our total
revenues in
2024
, offer various insurance products to our homebuyers in the markets where we build homes and provide title
services in certain of those markets. Our financial services operations also provide mortgage banking services, including
residential consumer mortgage loan (“mortgage loan”) originations, to our homebuyers indirectly through KBHS Home Loans,
LLC (“
KBHS
”), an unconsolidated joint venture between us and a third party.
Unless the context indicates otherwise, the terms “we,” “our” and “us” used in this report refer to KB Home, a Delaware
corporation, and its predecessors and subsidiaries. We also use the following terms in our business with the corresponding
meanings: “home” is a single-family residence, whether it is a single-family home or other type of residential property; “homes
delivered” are homes for which the sale has closed and title has passed to a customer; “community” is a single development in
which new homes are constructed as part of an integrated plan; “community count” is the number of communities we have open
for sales with at least five homes/lots left to sell; and “product” encompasses a home’s floor plan design and interior/exterior
style, amenities, functions and features.
The following charts present
homebuilding revenues, net income and diluted earnings per share
for the years ended
November 30, and
book value per share
as of November 30
:
2
Markets
Reflecting the geographic scale of our homebuilding business, we have operations in the
nine states and 49 major markets
presented below. We also operate in various submarkets within these major markets. We may refer to these markets and
submarkets collectively as our “served markets.” For reporting purposes, we organize our homebuilding operations into four
segments —
West Coast
, Southwest, Central and Southeast.
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Segment
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States
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Major Market(s)
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West Coast
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California
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Contra Costa County, Fresno, Hollister, Los Angeles, Madera, Modesto, Oakland, Orange
County, Riverside, Roseville, Sacramento, Salinas, San Bernardino, San Diego, San
Francisco, San Jose, Santa Rosa-Petaluma, Stockton, Vallejo, Ventura and Yuba City
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Idaho
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Boise
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Washington
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Bremerton, Olympia and Seattle
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Southwest
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Arizona
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Phoenix and Tucson
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Nevada
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Las Vegas
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Central
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Colorado
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Denver, Erie, Firestone and Loveland
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Texas
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Austin, Dallas, Fort Worth, Houston and San Antonio
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Southeast
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Florida
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Fort Myers, Jacksonville, Lakeland, Melbourne, Orlando, Palm Coast, Sarasota and Tampa
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North Carolina
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Charlotte, Durham-Chapel Hill, Fayetteville and Raleigh
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Business Strategy
Overview
. Our core business strategy, which we refer to as
KB Edge
, is to expand our operations primarily within our
current geographic footprint to achieve a top-five position in each of our served markets (based on homes delivered).
KB Edge
is a systematic, fact-based and process-driven approach to homebuilding that is grounded in gaining a detailed understanding of
consumers’ location and product preferences and product price-to-value perceptions.
3
KB Edge
consists of the following key principles with respect to customers, land, products and production:
•
Customers
. With our
Built to Order
® homebuying process, we provide each of our homebuyers with a highly
personalized experience where they can make a wide range of structural and design choices for their future new home,
as discussed further below under “
Customer Obsession
.” We believe this highly interactive, “customer-first”
experience that puts our homebuyers firmly in control of designing the home they want based on what they value and
how they want to live, at a price they can afford, gives us a meaningful and distinct competitive advantage over other
homebuilders and resale and rental homes. In addition, we find our homebuyers build a strong emotional attachment
to our products when they create a personalized home with the features and finishes they select.
•
Land
. We seek to manage our working capital and reduce our operating risks by primarily acquiring entitled land
parcels within attractive submarkets identified by our market research. We typically focus on metropolitan areas with
favorable long-term economic and population growth prospects, and target land parcels that meet our investment
return standards. We focus on investments that provide a one- to
three-year supply of land or lots per product line, per
community, and individual assets that are generally between
50 to 300 lots in size
. Our land investment is sensitive to
and will shift with local or national housing market environments or broader economic conditions, generally increasing
when we are experiencing or expecting strong growth and decreasing when we are experiencing or expecting slower
growth.
We
leverage the relationships we have with landowners, developers and brokers to find and acquire land
parcels, and use our experience in working with municipalities to efficiently obtain development approvals.
•
Products
. We offer our customers a variety of homes with a standardized set of functions and features generally priced
to be affordable for those with household incomes within a range of the local area’s median level, with the goal of
being attainable for the largest demand segments. With our
Built to Order
approach, our customers have the
opportunity to select their lot location within a community, floor plan, elevation and structural options, each of which
may be at a premium added to a home’s selling price, and to personalize their homes beyond our base offerings by
adding numerous design choices and options available in our
KB Home Design Studios
. Our design studios, generally
centrally located within our served markets, are a key component of our
Built to Order
process, with the mix of design
choices and options we offer at each studio primarily based on the preferences identified by our market survey and
purchase frequency data, as discussed further below under “
Customer Obsession
.”
We utilize a centralized internal architectural group that designs homes to meet or exceed customers’ price-to-value
expectations while being as cost-effective as possible to construct. To enhance the simplicity and efficiency of our
products and processes, our architectural group has developed a core series of high-frequency, flexible floor plans and
elevations that we can offer across many of our served markets, which it periodically updates to incorporate value-
engineering enhancements, regulatory requirements and/or evolving consumer tastes. Our library of standardized
plans facilitates our ability to shift with local demand, which may include adding smaller square footage homes at
communities to offer more affordable choices to buyers, and/or project site attributes, such as the size and location of
developable lots. This library also enables us to better understand in advance the cost to build our products and to
compare and implement best land development and home construction practices across divisions and communities.
We also incorporate energy-efficient and water-saving f
eatures
into our product designs to help lower our homebuyers’
total cost of homeownership and reduce our homes’ impact on the environment.
•
Production
. In addition to differentiating us from other high-production homebuilders, our
Built to Order
process
helps drive low-cost production. We generally commence construction of a home only after we have a signed
purchase contract with a homebuyer and have obtained preliminary credit approval or other evidence of the
homebuyer’s financial ability to purchase the home, and seek to build a backlog of sold homes. To help moderate
construction-related cost inflation, we, to the extent practicable,
enter into fixed-price contracts with our larger trade
partners and building material suppliers for specified periods of time.
By maintaining a substantial backlog, along
with centralized scheduling and standardized reporting processes, we have established a disciplined and scalable
operational platform that helps us sustain an even-flow production of pre-sold homes. This reduces our inventory risk,
promotes construction efficiencies, enhances our relationships with independent contractors and other business
partners, and provides us with greater visibility and predictability on future deliveries.
There have been and may in future periods be circumstances where we deviate from certain of the above principles, such as
starting construction on a certain number of homes in a community before corresponding sales
contracts
are signed with
homebuyers to more quickly meet customer delivery expectations and generate revenues, particularly in markets with low
resale home inventory. Generally,
60% to 70%
of our homes delivered are
Built to Order
, with the remainder consisting of
homes started without a corresponding buyer and partially constructed homes where the initial buyer cancelled their home sales
contract with us. We may also acquire land parcels in peripheral neighborhoods of a core metropolitan area that otherwise fit
our growth strategy and meet our investment return standards. Additionally, significant supply chain disruptions from 2020
4
into 2023 substantially lengthened our average build time and hindered our even-flow home production process.
We achieved a
meaningful sequential improvement in our build times each quarter beginning with the 2023 second quarter. Our average build
times in 2024 improved
28%
from the prior year and as of the end of the 2024 fourth quarter
, our build times had nearly
returned to their historical average of between four to five
months from start to home completion
.
Asset Efficiency.
In implementing our
KB Edge
business strategy, a key focus is on enhancing asset efficiency. We do this
by calibrating home sales rates and selling prices at each of our communities to improve profitability; focusing on controlling
direct construction costs; increasing inventory turns to the extent practical; balancing pace, price and construction starts at each
community to optimize even-flow production and our return on each inventory asset within its market context; structuring land
acquisitions to minimize upfront costs where possible, as discussed below under “
Community Development and Land
Inventory Management
”; and deploying excess cash flow from operations to help fuel additional revenue growth or reduce
debt, among other steps.
Customer Obsession
.
We believe the best new homes start with the people who will live in them. Our customer-centric
approach comes from a deep-rooted operational philosophy and company culture motivated by a paramount objective: to be the
most customer-obsessed homebuilder in the world. Driven by this ambition, our team seeks to provide a compelling, simple
and personalized homebuying process distinguished by phenomenal customer service. We want our customers to know they
have a real partner when buying a home with us and feel that once their home is built, they can see themselves in their new
home. Our team members, supported through our training and development programs, are encouraged to make decisions
intended to produce the best results for our customers and our organization. Our customer obsession mindset is built around the
following key principles:
•
Find out what customers actually want
. We ascertain homebuyer product design and location preferences partly
through surveys we conduct of recent buyers of both new and resale homes across our served markets. We also obtain
data from our own homebuyers’ selections and post-sale feedback. We use this information on what matters most to
homebuyers when making purchase and trade-off decisions to develop and refine our product offerings, as well as our
land acquisition targets.
We also cultivate and leverage close supplier and business partner relationships to integrate into or offer with our
products architectural elements, building materials, construction techniques, structural and non-structural systems, and
components and devices that are aligned with the preferences identified in our surveys and other data sources.
•
Offer customers choice and control
. From our synthesis of the foregoing consumer research and related activities, we
give our homebuyers a wide array of choices to craft the new home that fits their particular lifestyle and priorities,
including their homesite, floor plan, elevation and structural options. Our homebuyers can visit our
KB Home Design
Studios
, where they get both advice and the opportunity to
select from a broad range of inc
luded features, design
choices and options that will help personalize their home. When customers build a new home with us, they also enjoy
choosing exactly what they want and paying only for what matters most to them. This helps to meet homebuyers’
priorities at price points attainable to them.
•
Create collaborative customer relationships
. In our view, we are not just selling a house. We are in the business of
delivering an exceptional, personalized experience that enables our customers to achieve perhaps the most meaningful
purchase they will ever make and an important landmark in their life’s journey — their own home. From this
perspective, we strive to form close relationships with our homebuyers. We endeavor to learn key details about what
they want, their top priorities today and where they see themselves in the future, so we can co-create a home for their
day-to-day lives. We support each person or family, whether it is their first time or they have already been
homeowners, with a dedicated community team of sales counselors, design consultants, customer service
representatives, construction superintendents and
other personnel.
This team is available to guide each homebuyer
through each major step of the design, construction and closing of their KB home and aims to make the process as easy
and straightforward as possible.
•
Continue to listen to customers after the sale is done
. To help learn and improve our customer experience, we
schedule follow-up visits with our customers
1
0 days and 30 day
s after they move in, as well as
six, 10 and 18 months
later
, to hear about their experience in their new home and to address any concerns they may have, including warranty
claims. Information about our KB Home 10-year Limited Warranty program is provided in
Note 17
–
Commitments
and Contingencies
in the Notes to Consolidated Financial Statements in this report.
We believe our approach differentiates us in the homebuilding industry and, along with our company culture that sustains
it, enhances customer satisfaction. We are proud of the high levels of satisfaction our homebuyers have reported to us and
outside survey firms. In 2024, we continued to be one of the highest-ranked national homebuilders for customer satisfaction in
5
third-party surveys and,
based on long-running
buyer surveys conducted by an outside organization we have engaged,
achieved
the highest level of customer satisfaction in our histor
y
, which
we believe reflects the effective dedication we have to our
homebuyers.
Promotional Marketing Strategy.
To emphasize the distinct combination of innovative design, sustainability,
personalization, affordability and partnership we offer to our homebuyers and the importance we place on customer satisfaction,
we have centered our external brand identity and messaging around Built on Relationships®. Built on Relationships also
encapsulates the importance of customer, as discussed above, and other key relationships – with suppliers, trade contractors,
land sellers and municipalities – to the success of our business. The key components we highlight as part of our brand identity
include:
•
Partnership
.
Our dedicated team of sales counselors, design consultants, construction superintendents and customer
service representatives, as well as
KBHS
loan officers, work closely with our customers throughout the homebuying
process.
•
Personalization
.
We give our homebuyers the ability to personalize their new home from floor plans to exterior styles,
and from design choices to where they live in the community. Additionally, at our
KB Home Design Studios
, our
homebuyers have the opportunity to select from a broad range of included features, design choices and options.
•
Innovative Design
. We believe we offer homebuyers product designs that distinctively blend contemporary consumer-
preferred elements, such as open floor plans, flexible living spaces, indoor/outdoor flow and extra storage; quality
construction standards; and advanced technological features and devices, as compared to some other new and resale
homes.
•
Sustainability
. Our homes are engineered to be highly energy and water efficient, as discussed further below.
•
Affordability
.
We offer our customers a variety of homes
with a standardized set of functions and features
generally
priced to be affordable for those with household incomes within a range of the local area’s median level. In addition,
in many of our communities, we can readily introduce smaller square footage floor plans to enable more customers to
select and design a personalized home within their budget. Our
ENERGY STAR
®
certified homes can provide long-
term significant savings on utility bills, compared to typical resale homes and new homes that are not
ENERGY STAR
certified.
We typically sell our homes through salaried and/or commissioned sales associate employees from sales offices located in
or adjacent to furnished model homes in each community, or through outside brokers. We also use electronic sales capabilities
and technology to give our customers a variety of convenient ways to shop for and purchase a new KB home, including, among
other things:
•
Offering virtual home tours and online photo galleries for prospective homebuyers;
•
Providing access to interactive floor plans and homesite maps for their desired community;
•
Conducting virtual appointments and tours of the model homes and design studios;
•
Utilizing online tools to serve homebuyers where possible; and
•
Presenting homebuyers with the ability to virtually see and walk through their home at various points during its
construction and prior to closing.
We
market our homes to prospective homebuyers and real estate brokers through a variety of media, and use data analytics
to target our advertising and measure its effectiveness and efficiency in terms of generating leads and orders. In recent years
and in response to the growing number of millennial and Generation Z homebuyers, we have increased our emphasis on digital
marketing, through search engine marketing, interactive internet-based applications, email, social media, our website and other
evolving communication technologies. We also use print media and advertising, billboards and radio in our served markets.
Homebuyer Profile
. Our product portfolio for customers ranges from smaller, higher density homes, with average selling
prices typically suited for first-time homebuyers, to larger homes in premium locations with additional amenities and higher
average selling prices that generally attract a first or second move-up homebuyer. We also offer a variety of single-story
floorplans that typically appeal to an active adult homebuyer age 55 and over. For more than a decade, first-time and first
move-up homebuyers have accounted for an average of over 75% of our annual deliveries. The following charts present our
overall
buyer profile
and the percentage of
homes delivered to first-time homebuyers
within each homebuilding reporting
segment for the year ended
November 30, 2024
:
6
Operational Structure.
We operate our homebuilding business through divisions with experienced management teams who
have in-depth local knowledge of their particular served markets, which helps us acquire land in preferred locations; develop
communities with products that meet local demand; and understand local regulatory environments. Our division management
teams exercise considerable autonomy in identifying land acquisition opportunities; developing land and communities;
implementing product, marketing and sales strategies; and controlling costs. To help maintain consistent execution within the
organization, our division management teams and other employees are continuously trained on
KB Edge
principles and are
evaluated, in part, based on their achievement of relevant operational objectives.
Our corporate management and support personnel develop and oversee the implementation of company-wide strategic
initiatives, our overall operational policies and internal control standards, and perform various centralized functions, including
architecture; purchasing and national contracts; treasury and cash management; land acquisition approval; risk and litigation
management; accounting and financial reporting; internal audit and compliance activities; information technology (“IT”)
systems; human resources strategy; marketing; and investor and media relations.
Community Development and Land Inventory Management
Developable land for the production of homes is a core resource for our business. Based on our current strategic plans, we
seek to own or control land sufficient to meet our forecasted production goals for the next three to five years. In 2025, we
intend to continue to invest in and develop land positions within attractive submarkets and selectively acquire or control
additional land that meets our investment return standards. We may periodically sell certain land interests or monetize land
previously held for future development to strategically balance our land portfolio in line with local or national market
environments or for other reasons. We may also decide not to exercise certain land option contracts and other similar contracts
due to market conditions and/or changes in our marketing strategy.
Our community development process generally consists of four phases: land acquisition, land development into finished
lots for a community (if necessary), home construction and delivery of completed homes to homebuyers. Historically, our
community development process has typically ranged from
10 to 24 months
in our West Coast homebuilding reporting
segment, with a somewhat shorter duration in our other homebuilding reporting segments.
The development process in our
West Coast homebuilding reporting segment is typically longer than in our other segments due to the municipal and regulatory
requirements that are generally more stringent in California. Our community development process varies based on, among
other things, the extent and speed of required government approvals and utility service activations, the overall size of a
particular community, the scope of necessary site preparation activities, the type of product(s) that will be offered, weather
conditions, time of year, promotional marketing results, the availability of construction resources, consumer demand, local and
general economic and housing market conditions, and other factors.
Although they vary significantly in size and complexity, our single-family residential home communities typically consist
of
50 to 150 lots per product line
,
with lots ranging in size from
2,000
to 11,000 square feet
. In our communities, we typically
offer
four to 15 home design choices
. We generally build
one to three model homes
at each community so that prospective
homebuyers can preview the various products available. Depending on the community, we may offer premium lots containing
more square footage, better views and/or location benefits. Some of our communities consist of multiple-story structures that
encompass several attached condominium-style units.
7
Land Acquisition and Land Development.
We continuously evaluate land acquisition opportunities against our investment
return standards, while balancing competing needs for financial strength, liquidity and land inventory for future growth. When
we acquire land, we generally focus on parcels with lots that are entitled for residential construction and are either physically
developed to start home construction (referred to as “finished lots”) or partially finished. However, depending on market
conditions and available opportunities, we may acquire undeveloped and/or unentitled land. We may also invest in land that
requires us to repurpose and re-entitle the property for residential use, such as urban in-fill developments. We expect that the
overall balance of undeveloped, unentitled, entitled, partially finished and finished lots in our inventory will vary over time, and
in implementing our strategic growth initiatives, we may acquire a greater proportion of undeveloped or unentitled land in the
future if and as the availability of reasonably priced land with finished or partially finished lots diminishes.
As part of the decision-making process for approving a land purchase, we review extensive information about a proposed
project, including past use; assessment of environmentally sensitive areas and areas that may be suitable for parks, trails, and
open space preservation; assessment of site development required, including any work needed to comply with storm water
regulations; proximity to major employment and retail centers; and site design and product (home designs and specifications)
plans that are, among other things, consistent with our focus on building highly energy- and water-efficient homes.
We generally seek to structure our land acquisition and land development activities to minimize, or defer the timing of,
expenditures in order to reduce both the market risks associated with holding land and our working capital and financial
commitments, including interest and other carrying costs. This may entail developing land in smaller phases wherever possible,
and balancing development with our starts pace to manage our inventory of finished lots. We typically use contracts that, in
exchange for a small initial option payment or earnest money deposit, give us an option or similar right to acquire land at a
future date, usually at a pre-determined price and pending our satisfaction with the feasibility of developing and selling homes
on the land and/or an underlying land seller’s completion of certain obligations, such as securing entitlements, developing
infrastructure or finishing lots. We refer to land subject to such option or similar contractual rights as being “controlled.” Our
decision to exercise a particular land option or similar right is based on the results of our due diligence and continued market
viability analysis after entering into such a contract.
The following table presents the number of inventory lots we owned, in various stages of development, or controlled under
land option contracts or other similar contracts by homebuilding reporting segment as of
November 30, 2024
and
2023
:
|
Homes Under Construction
|
Land Under Development
|
Land Under Option (a)
|
Total Land
Owned or Under Option
|
||||||||||||
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|||||||
|
West Coast
|
2,286
|
2,343
|
10,794
|
9,784
|
10,876
|
6,093
|
23,956
|
18,220
|
|||||||
|
Southwest
|
1,303
|
1,567
|
4,078
|
4,365
|
7,736
|
1,085
|
13,117
|
7,017
|
|||||||
|
Central
|
1,575
|
2,156
|
9,866
|
10,981
|
9,615
|
4,191
|
21,056
|
17,328
|
|||||||
|
Southeast
|
1,360
|
1,569
|
7,600
|
8,035
|
9,614
|
3,807
|
18,574
|
13,411
|
|||||||
|
Total
|
6,524
|
7,635
|
32,338
|
33,165
|
37,841
|
15,176
|
76,703
|
55,976
|
|||||||
(a)
Land under option as of
November 30, 2024
and
2023
includes
18,923
and
6,260
lots, respectively, under land option
contracts or other similar contracts where the associated deposits were refundable at our discretion.
The following charts present the
percentage of inventory lots we owned or controlled
under land option contracts or other
similar contracts by homebuilding reporting segment and the
percentage of total lots we owned and had under option
as of
November 30, 2024
:
8
Home Construction and Deliveries.
Following the acquisition of land and, if necessary, the development of the land into
finished lots, we typically begin constructing model homes and marketing homes for sale. As discussed above under “
Business
Strategy
,” we generally commence construction of a home after we have a signed sales contract with a homebuyer and have
obtained preliminary credit approval or other evidence of the homebuyer’s financial ability to purchase the home. Other than
model homes, our inventories typically do not consist of a significant number of completed unsold homes. However,
cancellations of home sales contracts prior to the delivery of the underlying homes, the construction of attached products with
some unsold units, or specific marketing or other strategic considerations will result in our having some unsold completed or
partially completed homes in our inventory.
Our typical cycle time from home sale to delivery has historically ranged from six
to seven months.
We, or outside general contractors we may engage, contract with a variety of independent contractors, who are typically
locally based, to perform all land development and home construction work through these independent contractors’ own
employees or subcontractors. We do not self-perform any land development or home construction work. These independent
contractors also supply some of the building materials required for such production activities. Our contracts with these
independent contractors require that they comply with all laws applicable to their work, including wage and safety laws, meet
performance standards, follow local building codes and permits, and abide by our Ethics Policy referenced under Item 10 –
Directors, Executive Officers and Corporate Governance in this report.
Raw Materials
. Outside of land, the principal raw materials used in our production process are concrete and forest
products. Other primary materials used in home construction include drywall, and plumbing and electrical items. We source
our building materials, many of which are domestically produced, from third parties
and
, to the extent feasible, select products
with sustainability certifications or attributes. In addition, our lumber suppliers generally certify that their wood was not
sourced from endangered forests or is certified by recognized programs. We attempt to enhance the efficiency of our operations
by using, where practical, standardized materials that are commercially available on competitive terms from a variety of outside
sources. In addition, we have national and regional purchasing programs for certain building materials, appliances, fixtures and
other items that allow us to benefit from large-quantity purchase discounts and, where available, participate in outside
manufacturer or supplier rebate programs. When possible, we arrange for bulk purchases of these products at favorable prices
from such manufacturers and suppliers.
Backlog
Our “backlog” consists of homes that are under a sales contract but have not yet been delivered to a homebuyer. Ending
backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for
homes less home sales contract cancellations) generated during the current period minus the number of homes delivered during
the current period. Our backlog at any given time will be affected by cancellations, homes delivered and our community count.
Backlog value represents potential future housing revenues from homes in backlog. Our cancellation rates and the factors
affecting such rates are further discussed below under both
Item 1A – Risk Factors
and
Item 7 – Management’s Discussion and
Analysis of Financial Condition and Results of Operations
in this report.
9
The following charts present our
ending backlog (
number of homes
and value
)
by homebuilding reporting segment as of
November 30, 2023
and
2024
:
Competition, Seasonality, Delivery Mix and Other Factors
Competition.
The homebuilding industry and housing market are highly competitive with respect to selling homes;
contracting for construction services, such as carpentry, roofing, electrical and plumbing; and acquiring attractive developable
land, though the intensity of competition can vary and fluctuate between and within individual markets and submarkets. We
compete for homebuyers, construction resources and desirable land against numerous homebuilders, ranging from regional and
national firms, some of which are larger and have greater financial resources than us, to small local enterprises. As to
homebuyers, we primarily compete with other homebuilders on the basis of selling price, community location and amenities,
availability of financing options, home designs, reputation, build time, and the design choices and options that can be included
in a home. In some cases, this competition occurs within larger residential development projects containing separate sections
other homebuilders design, plan and develop. We also compete for homebuyers against housing alternatives to new homes,
including resale homes, apartments, single-family rentals and other rental housing.
In markets experiencing extensive construction activity, including areas recovering from earthquakes, wildfires
(which is
expected to be the case in the Los Angeles County area due to the unprecedented wildfires it experienced in January 2025)
,
hurricanes (such as the hurricanes that made landfall in the Southeast United States in September and October 2024), flooding
or other natural disasters, there can be craft and skilled trade shortages that limit independent contractors’ ability to supply
construction services, which in turn tends to drive up our costs and/or extend our production schedules. Elevated construction
activity, and reallocations of staff for public safety priorities after natural disasters or otherwise, can increase the time needed to
obtain governmental approvals or utility service activations and, combined with tariffs imposed or increased by the U.S. and
other governments, the cost of certain raw building materials, such as steel, lumber, drywall and concrete, or finished products.
We expect these
upward cost trends may continue in 2025
, particularly if and as there is greater competition for these resources
across a disrupted global supply chain.
Seasonality.
Our performance is affected by seasonal demand trends for housing. Traditionally, there has been more
consumer demand for home purchases and we tend to generate more net orders in the spring and early summer months
(corresponding to most of our second quarter and part of our third quarter) than at other times of the year. This “selling season”
demand results in our typically delivering more homes and generating higher revenues from late summer through the fall
months (corresponding to part of our third quarter and all of our fourth quarter). However, as illustrated in the table below, the
combination of rapidly rising mortgage interest rates, elevated inflation and other macroeconomic and geopolitical concerns
10
disrupted our usual seasonal patterns in 2022. Demand began to improve in the 2023 second quarter due to, among other
things, constrained resale home inventory, favorable demographic trends, buyer interest in homes at our price points and our
selective implementation of targeted sales strategies, including pricing adjustments and other homebuyer concessions
(particularly, mortgage-related concessions such as interest rate buydown or lock programs) to help drive order activity and
minimize cancellations. We can provide no assurance whether or to what extent typical seasonal performance trends will occur
in 2025, or at all.
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
|
Net Orders
|
|||||||
|
2024
|
25
%
|
30
%
|
24
%
|
21
%
|
|||
|
2023
|
19
%
|
36
%
|
28
%
|
17
%
|
|||
|
2022
|
39
%
|
36
%
|
19
%
|
6
%
|
|||
|
Homes Delivered
|
|||||||
|
2024
|
21
%
|
25
%
|
26
%
|
28
%
|
|||
|
2023
|
21
%
|
28
%
|
25
%
|
26
%
|
|||
|
2022
|
21
%
|
25
%
|
26
%
|
28
%
|
|||
|
Housing Revenues
|
|||||||
|
2024
|
21
%
|
25
%
|
25
%
|
29
%
|
|||
|
2023
|
22
%
|
27
%
|
25
%
|
26
%
|
|||
|
2022
|
20
%
|
25
%
|
27
%
|
28
%
|
|||
Delivery Mix and Other Factors.
In addition to the overall volume of homes we sell and deliver, our results in a given
period are significantly affected by the geographic mix of markets and submarkets in which we operate; the number and
characteristics of the communities we have open for sales in those markets and submarkets; and the products we sell from those
communities during the period. While there are some similarities, there are differences within and between our served markets
in terms of the number, size and nature of the communities we operate and the products we offer to consumers. These
differences reflect, among other things, local homebuyer preferences; household demographics (
e.g.
, large families or working
professionals; income levels); geographic context (
e.g.
, urban or suburban; availability of reasonably priced finished lots;
development constraints; residential density); and the shifts that can occur in these factors over time. These factors in each of
our served markets will affect the costs we incur and the time it takes to locate, acquire rights to and develop land, open
communities for sales, and market and build homes; the size of our homes; our selling prices (including the contribution from
homebuyers’ purchases of design choices and options); the pace at which we sell and deliver homes; the rate at which
communities are sold out; and our housing gross profits and housing gross profit margins. Therefore, our results in any given
period will fluctuate compared to other periods based on the proportion of homes delivered from areas with higher or lower
selling prices and on the corresponding land and overhead costs incurred to generate those deliveries, as well as from our
overall community count.
Human Capital Resources
At
November 30, 2024
and
2023
, we had approximately
2,384
and 2,205 full-time employees, respectively. None of our
employees are represented by a collective bargaining agreement.
Our Culture.
We seek to a
ttract, promote, and retain qualified personnel, particularly the leaders of our local divisions who
manage our businesses in markets and partner with various stakeholders. We strive to create an engaging environment that
offers fulfilling work, meaningful career growth and development opportunities, and rewarding short- and long-term
compensation programs aligned with our business objectives. We also provide employee home purchase and product and
service referral programs, as well as awards for employment service milestones. Additionally, our benefit programs include
medical, dental, and vision insurance, a savings/retirement plan, life and disability insurance, and tuition reimbursement, along
with a range of voluntary benefits designed to meet individual needs. We engage nationally recognized external compensation
and benefits consulting
firms
to objectively evaluate our programs and benchmark them against those of peers and similarly
sized organizations. Through our 2024 fiscal year end, our top division and regional leaders have an average tenure with us of
nearly 13 years
, and the local leaders responsible for land acquisition, entitlement, and development average over eight years.
Our senior corporate officers, who set our overall strategy, have an average tenure of
22 years
. The ex
tensive service history of
11
our leadership team has provided consistency in managing our business and in reinforcing and sustaining our company culture
at all levels of the organization. For fiscal year
2024
, our turnover rate
was
18%
, made up of
15%
voluntary turnover and
3%
involuntary turnover.
For fiscal year
2023
, our turnover rate
was 27%, made up of 16% voluntary turnover and 11%
involuntary turnover. We believe these rates are reasonable for our industry and market conditions at the time.
Promoting High Ethical Standards.
We aim to reach our business objectives by operating with integrity and following
high ethical standards. All employees must complete a training course on our Ethics Policy where they confirm they will
adhere to its guidelines. An internal ethics committee composed of senior corporate and regional leaders oversees the Ethics
Policy and reviews related matters. We provide an independently managed hotline and reporting website that allow employees
and third parties to anonymously report any ethics-related issues.
Talent Acquisition and Development.
We place a significant emphasis on growing our team members’ skills through talent
development programs, including investing in training as discussed below. We believe these initiatives have helped us achieve
a high level of internal promotions and retention. At the same time, we seek to attract the best possible candidates to join our
company to, among other things, bring in innovative and diverse perspectives to help advance our business goals.
In addition to targeting experienced professionals within the homebuilding industry, we have implemented several
programs designed to deepen our talent pool. These programs include partnerships with colleges and universities, which help
us to identify and recruit promising interns and early career professionals. We have also made a concerted effort to recruit
military veterans, recognizing the unique qualities they bring to the workplace, and are a founding supporter of the Building
Talent Foundation, established by the Leading Builders of America to help address the severe and persistent labor shortage in
skilled trades affecting the homebuilding industry.
Training and Career Development.
To promote our employees
’
professional growth and help drive the consistent
execution of our business strategy, including our customer obsession philosophy, we offer training opportunities tailored to
team members
’
responsibilities throughout their careers with us. We support a dedicated internet-based learning platform,
KBU, which includes a broad range of written, audio-visual, and interactive enterprise-wide and discipline-specific policy and
training materials. The platform features a library of approximately
1,811
self-directed courses and virtual, instructor-led
programs for employees at all levels, as well as
389 leadership and managerial training topics
.
During
2024, our team members
completed more than
30,230 courses
in total, averaging approximately
11 courses
per employee. Managers and supervisors
also receive training to support the professional development of their direct reports.
To recognize and promote talented employees, we carry out a workforce and succession planning review process every
year. This process is aimed at identifying top-performing, high-potential team members, with a diverse range of experiences
and backgrounds, for advancement to crucial field and corporate leadership positions. The management development and
compensation committee of our board of directors, composed of members with broad expertise and insight into human capital
management, talent development and executive compensation across various organizational structures, as well as solid
backgrounds in executive leadership, oversees this review process.
Inclusion.
To promote an inclusive workforce and the professional growth of the diverse individuals who join us, our
employment policies prohibit discrimination based on race, color, religion, national origin, ancestry, familial status, age, veteran
status, physical disability, mental disability, medical condition, gender, gender identity, sexual orientation, marital status, or any
other legally protected status. As outlined in our published
Human Rights Statement, w
e are committed to fostering a work
culture that treats all employees fairly and with respect. This includes providing equal opportunities for professional growth
and advancement based solely on merit, ensuring that every individual has the chance to thrive and succeed based on their own
abilities and
contributions
. As of
November 30, 2024
, females comprised
42%
of our workforce and
33%
of managerial
employees. In addition, ethnic/racial minorities comprised
38%
of our workforce and
23%
of managerial employees.
Employee Safety and Wellness.
We strive to provide a safe and supportive working environment for our employees and
trade partners, as discussed under the “
Safety and Community Investment Initiatives
” section of this report. Ensuring the well-
being of our team members is a top priority, and we have implemented several initiatives to achieve this goal. In addition to the
comprehensive benefits programs previously described, we offer an extensive wellness program designed to support the overall
health and well-being of our employees, including mental health and stress management. Our wellness program is accessible to
all employees through an online platform, ensuring that everyone, regardless of location or work schedule, can benefit from the
resources provided. The program features monthly interactive webinars that cover a range of topics related to holistic health.
These webinars are designed to educate employees on various aspects of wellness, including nutrition, mental health, physical
fitness, and preventive
care. We believe that by offering these resources, we can help our employees lead healthier, more
balanced lives, which in turn can lead to increased productivity and job satisfaction. By continuously enhancing and expanding
our offerings, we aim to create a positive and supportive work environment that benefits both our employees and the
organization as a whole.
12
Sustainability Principles and Practices
For more than 17 years, we have made a dedicated effort to be an industry leader in sustainability and seek to integrate
sustainable features, products and design elements into our homes in ways that maintain their affordability to our core customer
segments and, as noted above under “
Business Strategy
,” help to lower long-term homeownership costs. We believe our
initiatives provide tangible benefits for our customers, our operations and the environment, and distinctly differentiate us from
other builders of new homes and from resale homes.
Sustainability Practices.
We have established an Environmental Management System (“EMS”), through which we focus
on continually improving the energy efficiency of our homes so, among other things, there are less greenhouse gas (“GHG”)
emissions associated with their use over their multi-decade life cycle. Our EMS, and its related manuals and other
documentation, provides a framework for planning, implementing, measuring, evaluating and refining these efforts over time.
In addition to our internal executive team who implements and operates within the EMS, we monitor evolving trends and gather
input and guidance for our initiatives through our National Advisory Board, which is a panel of external advisors we established
in 2009 solely for these purposes. These advisors, who have a broad and diverse set of personal and professional perspectives,
experiences and expertise, help us shape our sustainability priorities and reporting, as well as our approach to stakeholder
engagement.
Energy Efficiency Commitment
. With most of the energy consumption during a home’s life occurring after it is delivered
to the customer, our products’ energy efficiency is a key part of our efforts to help minimize a home’s impact on the
environment from its day-to-day use. Reflecting our long-standing focus on enhancing the energy efficiency of our homes, in
2008 we became the first national homebuilder to make a broad commitment to building
ENERGY STAR
certified homes. In
2024, we achieved the significant milestone of over 200,000
ENERGY STAR
certified new homes built, more than any other
builder in the nation. By comparison, the U.S. Environmental Protection Agency (“
EPA”)
estimates that fewer than 12% of
new homes nationwide meet
ENERGY STAR
certification standards.
ENERGY STAR
is a voluntary EPA and Department of Energy program that seeks to help consumers, businesses and
industry save money and protect the environment through the adoption of energy-efficient products and practices. According to
the EPA,
ENERGY STAR
certified new homes achieve on
average up to
20% energy-efficiency
improvement
compared to
new homes built to local code, and even more compared to resale homes without certification. Each certified home is estimated
by the EPA to produce approximately
3,287 pounds (1.5 metric tons) per year less GHG emissions than a typical new home
.
Based on our energy use analysis, our homes currently save our homeowners an estimated average of $1,400 annually on utility
bills compared to typical resale homes.
We built our first solar home in 2005 and introduced our first all solar community in 2011. In 2024, essentially all of our
homes built in California were solar homes. As of
November 30, 2024
, most of our model homes and sales offices in
California were powered by solar energy. We are also building all-electric homes in many areas across the country per local
requirements and conditions. Each all-electric home produces
approximately 3,800 pounds less CO
2
per year compared to dual-
fuel homes, minimizing the GHG emissions generated over the life cycle of our homes.
GHG Emission Goal
. In 2020, we set a goal to lower the estimated GHG emissions (metric tons per year) produced
through the use of our average home built in 2025 by 0.5 metric tons per year, or 8%, from the estimated 6 metric tons per year
average for a KB home built in 2020. We use the Home Energy Rating System (HERS®) Index to measure our progress, as
each point reduction in the HERS Index equates to a 1% improvement in energy efficiency relative to a standard new home and
potentially produces an average of 0.1 metric tons less GHG emissions (as calculated based on the states in which we operate).
Accordingly, our goal was to lower our national average HERS Index score by five points, from 50 for 2020 to 45 for 2025.
We achieved a HERS Index score of 45 in 2024, a year earlier than we targeted. For comparison, a typical resale home today
has a HERS Index score of
130
.
Water Conservation
. As a homebuilder operating in some of the most water-challenged regions of the country, we also
prioritize water conservation. We provide water-saving features in our homes that reduce our homeowners’ bills and may help
to mitigate strain on local communities’ water resources. As water availability is an important consideration for local
governments in approving new-home developments, we believe our leadership in this area has positioned us to effectively
address water-related development concerns and help preserve this critical resource.
We were the first national homebuilder to join the EPA’s WaterSense® program, which is a voluntary partnership program
that is both a label for water-efficient products and a resource for helping conserve water, and have made a commitment to
using WaterSense labeled products in our homes. According to the EPA, WaterSense labeled products use at least 20% less
water compared to products that are not WaterSense labeled. In 2021, we were also the first national homebuilder to implement
the new WaterSense Labeled Homes Program, Version 2, under which homes are to be at least 30% more water efficient than a
13
typical new home. In July 2022, we committed to building WaterSense labeled homes in all our future Arizona, California and
Nevada communities.
To date, we have built over 26,000 WaterSense labeled and
Water Smart
homes, which we believe is more than any other
homebuilder, and installed over 1.2 million WaterSense labeled fixtures, collectively helping to save an estimated 2.1 billion
gallons of water per year based on calculations derived from WaterSense program and supplier data. This initiative helps
homeowners use less water, as well as lower their utility bills, in some of the most drought-affected areas of the country.
Indoor Environments
. Our sustainability program portfolio includes incorporating features that are aimed at enhancing our
homes’ indoor environment with air-sealing designs and high-performance ventilation systems and low- or zero-VOC products.
Our homes also feature interior door hardware with antimicrobial protection that helps reduce the spread of bacteria and germs.
Awards and Recognition
. We have been recognized with major national awards for our consistent leadership and
commitment, including:
•
2024
ENERGY STAR
Partner of the Year – Sustained Excellence Award – This was our 14th consecutive award for
demonstrating leadership in building highly energy-efficient homes;
•
2024
ENERGY STAR
Market Leader Awards – We set a new industry record by earning an unprecedented 30 awards,
more than any other homebuilder;
•
2024 WaterSense Sustained Excellence Award – We were once again the only national homebuilder to receive this
honor in 2024, which is the highest level of recognition given by the EPA WaterSense program. This is the 14th
consecutive year we have been recognized for our achievements in constructing water-efficient homes;
•
Newsweek’s 2025
list of America’s Most Responsible Companies – We were once again named by Newsweek as one
of America’s most responsible companies, the only homebuilder to make this distinguished list five years in a row.
This recognition is based on our industry-leading environmental and social practices;
•
Newsweek’s 2024 list of America’s Most Trustworthy Companies – This is the
third
consecutive year we have
received this recognition, which is based on three main public pillars: customer trust, investor trust and employee trust;
•
USA Today’s 2024 List of America’s Climate Leaders – We were the highest-ranked homebuilder and ranked in the
top five percent of all companies, in consideration of, among other things, our annualized reductions in emission
intensity and carbon disclosure rating;
•
Time Magazine’s 2024 America’s Best Midsize Companies – We were the only national homebuilder to receive this
distinction on this inaugural list, which evaluates employee satisfaction, revenue growth and sustainability
transparency; and
•
Forbes’ 2024 America’s Best Midsize Employers – We were recognized for a third time, the only national
homebuilder to receive this distinction. We earned a place in the top 20% of all listed companies through our focus on
cultivating a supportive and inclusive workplace culture that encourages the growth and development of our
employees.
Our annual sustainability reports, which we have published on our website since 2008, contain more information about our
programs, goals, and achievements.
Safety and Community Investment Initiatives
. Safety is a priority for our employees, our homebuyers and our independent
contractors. To monitor our independent contractors’ compliance with their safety obligations, we track nearly 50 checkpoints
across key aspects of jobsite safety, including safety documentation, personal protective equipment, scaffolding and ladders, fall
protection, trenching and excavation, hazard assessment protocol, first aid and emergency plan, electrical safety and material
safety. In addition to our on-site construction managers conducting safety inspections weekly, each operating division has a
designated representative who has successfully completed the Occupational Safety and Health Administration’s 30-hour
training course which provides supervisors with a greater depth and variety of training on an expanded list of topics associated
with the recognition, avoidance, abatement, and prevention of workplace hazards. Since 2014, we have partnered with
IBACOS®, a nationally recognized expert in home construction quality and performance, to conduct annual jobsite safety
reviews.
Our commitment to the communities we serve is not solely about the homes we build, as we strive to also make wider
community contributions that intersect with the nature of our business. Our KB Cares philanthropic program has four key focus
areas: shelter, community, sustainability/environment and construction skills/employment. KB Cares helps to build strong
14
social ties by, among other things, providing our employees a means of giving back to the areas in which we operate through
efforts ranging from assisting people in challenging circumstances to educating the next generation. We have partnered with
local nonprofits and community organizations to contribute to the long-term social fabric of the areas in which we build. For
instance, we work with Sackcloth & Ashes, an organization that donates a blanket to a local homeless shelter for every blanket
we purchase as a housewarming gift for our new homeowners. In 2023, we partnered with the National Forest Foundation and
their mission to plant 50 million trees to help restore public lands, and conserve America’s mature and old growth forests
.
As
noted above under “
Human Capital Resources
,”
w
e are also one of the founding partners of the Building Talent Foundation,
whose mission is to advance the education, training and career progression of young people and people from underrepresented
groups as skilled technical workers and business owners in residential construction.
We have a Supplier Code of Conduct that builds upon the principles, guidelines and standards within our Ethics Policy,
including operating in accordance with applicable laws; treating all workers fairly and with dignity and respect; and providing a
clean, safe and healthy work environment without the use of any involuntary or forced labor. Our Supplier Code of Conduct
also encourages our suppliers to operate in an efficient and environmentally responsible manner, conserve natural resources and
minimize waste and the use of environmentally harmful materials.
Corporate Governance
. Our board of directors maintains a robust governance framework and leading practices to oversee
the management of our business and, among other things, oversees our sustainability initiatives as part of our overall business
strategy. Our approach to corporate governance aligns with the principles of the Investor Stewardship Group, a coalition of
some of the world’s largest investors and asset managers, as follows:
|
Stewardship Principle
|
What We Do
|
|
|
•
Boards are accountable to stockholders.
|
•
Our board is unclassified and directors stand for election annually
under a majority voting standard in an uncontested election.
|
|
|
•
Stockholders should be entitled to voting
rights in proportion to their economic interest.
|
•
We have one class of outstanding voting securities that allow each
holder one vote for each share held.
|
|
|
•
Boards should be responsive to stockholders
and be proactive in order to understand their
perspectives.
|
•
Stockholders may communicate with us and our board.
•
We proactively engage with stockholders year-round. Since 2021,
many stockholder dialogues included discussions on our
sustainability-focused programs. Two directors are liaisons to
management on sustainability-related matters.
|
|
|
•
Boards should have a strong, independent
leadership structure.
|
•
Our board has a strong independent lead director with significant
responsibilities and authority.
•
Only independent directors serve on board committees.
|
|
|
•
Boards should adopt structures and practices
that enhance their effectiveness.
|
•
Directors have extensive and relevant experience and skills.
•
90% of directors are independent; 50% are women or racial or ethnic
minorities.
•
The average tenure of our board members is approximately seven
years, with five of the directors on the Board having joined since
2021, promoting its refreshment.
|
|
|
•
Boards should develop management incentive
structures that are aligned with the long-term
strategy of the company.
|
•
We take stockholder feedback into account in our executive
compensation program, as discussed in our 2025 Proxy Statement.
•
Management compensation is designed to encourage the achievement
of our long-term strategic goals.
•
All unvested employee equity awards made since 2017 require
double-trigger vesting in a change in control.
|
More information concerning our corporate governance can be found in our Proxy Statement for the 2025 Annual Meeting
of Stockholders (“
2025 Proxy Statement
”).
15
Government Regulations and Environmental Matters
Our operations are subject to myriad legal and regulatory requirements concerning land development (including
governmental permits, taxes, assessments and fees), the homebuilding process, employment conditions and worksite health and
safety. These requirements often provide broad discretion to government authorities, and they could be interpreted or revised in
ways that delay or prohibit project development or home sales, and/or make these activities more costly. The costs to comply,
or associated with any noncompliance, are, or can be, significant and variable from period to period. A liability for
environmental remediation and other environmental costs is accrued when we consider it probable that a liability has been
incurred and the amount of loss can be reasonably estimated. However, environmental costs and accruals were not material to
our operations, cash flows or financial position in
2024
,
2023
or
2022
.
Under applicable environmental laws (including those aimed at protecting against climate change impacts), we may be
responsible for, among other things, removing or remediating hazardous or toxic substances even where we were not aware of
their presence or on land we previously owned. In addition to incurring clean-up costs, the presence of harmful substances on
or near our properties may prevent us from performing land development or selling homes. Also, we are subject to federal,
state and local rules that can require us to undertake extensive measures to prevent or minimize discharges of stormwater and
other materials from our communities, and to protect wetlands and other designated areas.
As part of our due diligence process for land acquisitions, we often use third-party environmental consultants to investigate
potential environmental risks, and we require disclosures, representations and warranties from land sellers regarding
environmental risks. We also take steps prior to our acquisition of the land to gain reasonable assurance as to the precise scope
of any remediation work required and the costs associated with removal, site restoration and/or monitoring. To the extent
contamination or other environmental issues have occurred in the past, we will attempt to recover restoration costs from third
parties, such as the generators of hazardous waste, land sellers or others in the prior chain of title and/or their insurers.
However, despite these efforts, there can be no assurance that we will avoid material liabilities relating to the existence or
removal of toxic wastes, site restoration, monitoring or other environmental matters affecting properties currently or previously
owned or controlled by us, and no estimate of any potential liabilities can be made.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, beneficial ownership
reports on Forms 3, 4 and 5 and proxy statements, as well as all amendments to those reports are available free of charge
through our investor relations website at investor.kbhome.com, as soon as reasonably practicable after such reports are
electronically filed with, or furnished to, the Securities and Exchange Commission (“
SEC
”). They can also be found at the
SEC
website at www.sec.gov. We will also provide these reports in electronic or paper format free of charge upon request made to
our investor relations department at investorrelations@kbhome.com or at our principal executive offices. We intend for our
investor relations website to be the primary location where investors and the general public can obtain announcements
regarding, and can learn more about, our financial and operational performance, business plans and prospects, our board of
directors, our senior executive management team, and our corporate governance policies, including our articles of
incorporation, By-Laws, corporate governance principles, board committee charters, and ethics policy. We may from time to
time choose to disclose or post important information about our business on or through our investor relations website, and/or
through other electronic channels, including social media outlets, such as Facebook® (Facebook.com/KBHome) and X®
(Twitter.com/KBHome), and other evolving communication technologies. The content available on or through our primary
website at www.kbhome.com, our investor relations website, including our sustainability reports, Human Rights Statement,
Supplier Code of Conduct and other governance policies, or social media outlets and other evolving communication
technologies is not incorporated by reference in this report or in any other filing we make with the
SEC
, and our references to
such content are intended to be inactive textual or oral references only.
Item 1A.
RISK FACTORS
Although we have operated through a number of varying economic cycles, there are several risks that could affect our
ability to conduct our business, which we discuss below. If any of these risks materialize, they could, among other things, (a)
materially and adversely impact our results of operations and consolidated financial statements; and (b) cause our results to
differ materially from the forward-looking and other statements we make in our
SEC
filings; in our news releases and other
public reports and communications, including those we post on or make available through our websites or other electronic
channels; or orally through our personnel and representatives. These risks, and other factors outside of our control, could also
create or increase volatility in our common stock’s market price. The order in which we discuss the risks below should not be
taken as any indication of their relative importance, likelihood or impact.
16
Consumer Demand Risks.
The following could negatively affect consumer demand for our products, thereby unfavorably
impacting our net orders, homes delivered, average selling prices, revenues and/or profitability:
•
Soft or negative economic or housing market conditions
. Adverse conditions in our served markets or nationally could
be caused or worsened by factors outside of our control, including slow or negative economic growth, sustained
elevated mortgage interest rates and inflation, and various other macroeconomic as well as geopolitical concerns, such
as military conflicts in Ukraine and the Middle East, and the U.S. federal government’s financial and regulatory
stability with the recent presidential election and change of administration. Among other impacts, a severe or
sustained economic contraction may trigger a rise in home sales contract cancellations, which we and the
homebuilding industry experienced in our 2022 second half and 2023 first quarter, resulting in significantly lower net
orders as compared to corresponding year-earlier periods. In addition, these conditions, along with heightened
competition from other homebuilders and sellers and landlords of existing homes, as discussed below, may lead us to
reduce our home selling prices or offer other concessions to attract or retain buyers, which we did selectively in 2024
and 2023 (particularly, mortgage-related concessions such as interest rate buydowns), and expect to continue doing in
2025 to varying degrees, negatively affecting our revenues and margins and, to the extent the concessions we offer are
not sufficient to attract and retain buyers, our net orders. An extended downturn in the U.S. housing market could
result in an oversupply of new home and resale inventory and greater foreclosure activity, which would further impair
our ability to sell homes at the same volume, prices and margins as in prior periods.
•
Reduced employment levels and job and wage growth
. While employment has mostly grown since mid-2020, it may
rise more slowly or decline in 2025. If it does, our core first-time and first move-up homebuyer segments could be
particularly affected, impacting us more severely than homebuilders targeting a different buyer demographic.
•
Lower population growth, household formations or other unfavorable demographic changes
. These may be driven by,
among other things, birth rate changes, economic factors or U.S. immigration policies.
•
Diminished consumer confidence, whether generally or as to purchasing a home
. Consumers may be reluctant to
purchase a home compared to housing alternatives (such as renting apartments or homes, or remaining in their existing
home) due to location or lifestyle preferences, affordability and home selling price perceptions (particularly in markets
that experienced rapid home price appreciation), employment instability or otherwise. Consumers may also decide not
to search for a new home, or cancel their home sales contracts with us, due to economic or personal financial
uncertainty. The combination of elevated mortgage interest rates since early 2022, several years of rising housing
prices, volatility across financial markets, persistent inflation and various other macroeconomic and geopolitical
concerns have weighed on consumer budgets and confidence throughout 2024 and may continue to do so in 2025,
including due to the change in U.S. presidential administrations in January and potential attendant regulatory
instability. In addition, homeowners who purchased their home with a relatively low mortgage interest rate, as was
generally the case from mid-2020 to mid-2022, may be reluctant to move given the current higher interest rate levels.
With housing affordability at historically low levels, these conditions are expected to remain, and may worsen, in
2025. Beyond negatively impacting demand, these conditions may require us to continue providing, or to increase,
concessions like those described above to stimulate net orders, adversely affecting our revenues and margins.
•
Tightened availability or affordability of mortgage loans and homeowner insurance coverage
. Most of our buyers need
a mortgage loan to purchase their home. Their ability to obtain a mortgage loan is largely subject to prevailing interest
rates, lenders’ credit standards and appraisals, and the availability of government-supported programs, such as those
from the Federal Housing Administration, the Veterans Administration, Federal National Mortgage Association (also
known as Fannie Mae) and the Federal Home Loan Mortgage Corporation (also known as Freddie Mac). If mortgage
interest rates increase, credit standards are tightened, appraisals for our homes are lowered or mortgage loan programs
are curtailed, potential buyers of our homes may not be able to obtain necessary mortgage financing to be able to
purchase a home from us.
Since 2022, insurance companies have discontinued, or significantly reduced, underwriting new homeowner insurance
policies in areas that have experienced, or are thought to be at risk of experiencing, significant wildfires, hurricanes,
flooding or other natural disasters, such as in California and Florida. If potential homebuyers are unable to obtain
affordable homeowner insurance coverage, which became more widespread during 2024 and is expected to be
exacerbated by the unprecedented wildfires in the Los Angeles County area in January 2025, they may not be able to
or decide not to pursue purchasing a home or may cancel a home sales contract with us.
•
Poor lender performance
. We depend on third-party lenders, including GR Alliance Ventures, LLC (“
GR Alliance
”), a
subsidiary of Guaranteed Rate, Inc. and our third-party partner in
KBHS
, to provide mortgage loans to our
homebuyers, unlike homebuilders with a wholly-owned mortgage lender. These lenders may be unable or unwilling to
17
complete, timely or at all, the loan originations they start for our homebuyers, including if adequate homeowner
insurance is not available. Poorly or non-performing lenders can significantly delay home closings, disrupting our
production schedules and delivery forecasts, or cause home sales contract cancellations. In addition, if
GR Alliance
or
KBHS
perform poorly and our customers use another lender, the income from and value of our
KBHS
equity interest
would decline.
•
Adverse tax law changes
. If federal or state laws are changed to eliminate or reduce the income tax benefits associated
with homeownership, such as personal tax deductions for mortgage interest costs and real estate taxes, the after-tax
cost of homeownership could measurably increase and diminish consumer interest in buying a home, as could
increases in personal income tax rates. At the same time, favorable tax law changes will not necessarily increase
demand or allow for higher selling prices for homes generally or for the homes we sell.
•
Competition
. We face significant competition for customers from other homebuilders, sellers of resale homes and
other housing industry participants, including single-family and other rental-housing operators. This competitive
environment may, among other things, cause us to reduce our home selling prices or offer other concessions to attract
or retain buyers. While the historically low level of resale home inventory reduced the competition from sellers of
resale homes in 2023 and 2024, resale inventory levels rose in our served markets in the 2024 second half and we can
provide no assurance that this favorable factor will continue to the same degree, or at all, in 2025. In addition,
volatility in buyer demand since 2022 increased competitive pressures for our business and is expected to continue into
the next fiscal year.
•
Seasonality
. As discussed above under
Item 1 – Business
in this report, we historically have experienced fluctuations
in our quarterly operating results with measurably more homes delivered and revenues generated in our third and
fourth fiscal quarters. However, as was the case in recent years, this pattern may not continue in the future at all or to
the same degree as in the past.
•
Inflation
.
Since 2021, product and labor costs and general inflation in the economy have increased and remained
elevated compared to the prior decade. In turn, we experienced rising land and construction costs, particularly for
building materials and construction service providers’ rates, warranty repair costs, and compensation and benefit
expenses to attract and retain talent. These trends are expected to continue to an extent in 2025, though they may
worsen compared to prior years.
Inflation has also tempered consumer demand for homes, disrupted credit and
lending markets and may increase our financing costs, as borrowings, if any, under our unsecured revolving credit
facility with various banks (“
Credit Facility
”) and our senior unsecured term loan with the lenders party thereto (“
Term
Loan
”) typically accrue interest at a variable rate based on short-term Secured Overnight Financing Rate (“
SOFR
”).
While we attempt to pass on increases in our costs through increased selling prices, including for design choices and
options, market forces and buyer affordability constraints can limit our ability to do so. If we are unable to raise
selling prices enough to compensate for higher costs, or our borrowing costs increase significantly, our revenues,
housing gross profit margin and net income could be adversely affected.
Supply Risks
. The following could negatively affect our ability to increase our owned and controlled lot inventory,
community count, operational scale and market share, and to grow our business, if at all:
•
Lack of available land
. Securing sufficient developable land that meets our investment return standards is critical for
us to meet our strategic goals and profitably expand our business’ scale. Land availability depends on several factors,
including geographical/topographical/governmental constraints, sellers’ business relationships and reputation within
the residential real estate community, and competition from other parties, some of which can bid more for land.
Reflecting the housing market slowdown in the 2022 second half and 2023 first quarter, we and other homebuilders
reduced land acquisition spending during the period. With market conditions having improved since the 2023 first
quarter, we and other homebuilders have measurably increased land investments, pressuring availability and pricing.
Whether we increase, decrease or maintain our current pace of land spend, we expect to continue to face competition
for desirable land in our served markets in 2025 and beyond, limiting our ability to profitably develop communities
and sell homes on such land.
•
Supply chain and construction services shortages
. Our business relies on a network of suppliers and trade partners to
source materials and services to build homes. However, our industry and the U.S. economy have experienced since
mid-2020 labor shortages, supply chain constraints and rising and volatile raw material prices and availability, as well
as delays with respect to state and municipal construction permitting, inspections and utility processes. Such
constraints, cost pressures and delays have increased our costs, reduced our revenues in certain reporting periods,
particularly in 2022 and 2023, and in some instances, led to home sales contract cancellations or lower customer
satisfaction. These trends could continue into 2025. In an effort to manage our build times and deliver homes to our
18
homebuyers, we, among other things, expanded our supplier base and added new construction service providers;
worked with our national suppliers to get products and materials; ordered items in advance of starting homes;
implemented construction process workarounds; simplified our design choices and options; paced lot releases to align
with our production capacity; and balanced pace, price and construction starts to enhance margins.
Although we have
achieved meaningful sequential improvement in our build times since the 2023 second quarter, we
believe these
challenging conditions may persist to a certain degree into and potentially throughout 2025, as discussed below under
“Outlook.” We may also face increased home warranty and construction defect claims associated with replacing or
servicing substitute products or materials used in some instances to address supply shortages in certain served markets
or communities.
•
Insufficient financial resources
. Our business needs considerable cash to, among other things, acquire and develop
land, build homes and provide customer service. We expect to meet our needs with existing cash, future operational
cash flow, our
Credit Facility
and unsecured letter of credit facility with certain financial institutions (“
LOC Facility
”),
or outside sources, including loans that are specifically obtained for, or secured by, particular communities or other
inventory assets, which we refer to as “project financing.” However, outside financing may be unavailable, costly and/
or considerably dilute stockholders. For instance:
◦
Tight or volatile capital or financial market conditions may hinder our ability to obtain external financing or
performance bonds, or use or expand our
Credit Facility
and
LOC Facility
, on favorable terms or at all. Also, if a
rating agency downgrades our credit rating or outlook, external financing may be difficult and costly for us to
obtain.
◦
Noncompliance with our
Credit Facility
,
Term Loan
and senior notes covenants may restrict our ability to borrow;
accelerate repayment of our debt, which may not be feasible for us; or cause our lenders to impose significant fees
or cease lending to us.
◦
As described in
Note 15
–
Notes Payable
in the Notes to Consolidated Financial Statements in this report, if a
change of control or fundamental change occurs before our senior notes mature, we may need to offer to purchase
certain of them. This may require us to refinance or restructure our debt, which we may be unable to do on
favorable terms or at all.
◦
Our debt and ratio of debt to capital levels could require us to dedicate substantial cash flow to debt service;
inhibit our ability to respond to business changes or adjust our debt maturity schedule; curb execution on our
current strategies; and/or make us more vulnerable in a downturn than our less-leveraged competitors. The
Term
Loan
will mature on
August 25, 2026
or earlier under certain circumstances. The
Credit Facility
will mature on
February 18, 2027
. Our next senior note maturity is our $300.0 million in aggregate principal amount of 6.875%
senior notes due June 15, 2027 (“
6.875% Senior Notes due 2027
”).
•
Decreased land inventory value
. Our land inventory’s value depends on market conditions, including our estimates of
applicable future demand and revenue generation. If conditions deteriorate during the typically significant amount of
time between our acquiring ownership/control of land and delivering homes on that land; if we cannot sell land held
for sale at its estimated fair value; or if we make strategic changes, we may need to record inventory-related charges.
We may also record charges if we decide to sell land at a loss or activate or sell land held for future development.
In addition, our business could be negatively affected if our net orders, homes delivered or backlog-to-homes delivered
conversion rate fall; if often-volatile building materials prices or construction services costs increase, which has been
the trend over the past few years; or if our community openings are delayed due to, among other things, prolonged
development from supply chain disruptions, construction services shortages or otherwise, our strategic adjustments, or
protracted government approvals or utility service activations from staff or resource cuts or reallocations for public
safety priorities (
e.g
., earthquakes, wildfires, flooding, hurricanes or other natural disasters). Though the extent is
uncertain as of the date of this report, given the scope of the unprecedented wildfires in the Los Angeles County area
in January 2025, we expect the recovery efforts to create some of these types of disruptions in the Southern California
region during the year and beyond.
•
Trade disputes and defective materials
. The federal government has imposed, and may in the future impose, new or
increased import tariffs or sanctions, and other countries have implemented retaliatory measures, raising the cost and
reducing the supply of several home construction items. For example, the U.S., European Union and other countries
have imposed wide-ranging sanctions on Russian business sectors, financial organizations, individuals and raw
materials due to the military conflict in Ukraine that, in combination with restrictions caused by the hostilities,
contributed to higher costs and shortages of building materials. Military conflicts and other attacks in the Middle East
region, including in or near shipping channels, may have a similar impact on the cost and availability of raw or
19
finished building materials and components. Further, the new U.S. presidential administration has promoted plans to
raise tariffs and pursue other trade policies intended to restrict imports. In addition, shortages or rising prices of
building materials may ensue from manufacturing defects, resulting in recalls of materials. If such disputes continue
or recalls occur, our costs and supply chain disruptions, as described above, could increase further.
•
Poor contractor availability and performance
. Independent contractors perform essentially all of our land development
and home construction work. Though we schedule and oversee such activities at our community sites, we have no
control over our independent contractors’ availability or work methods. If qualified contractors are not available (due
to general shortages in a tight labor market, competition from other builders or otherwise), or do not timely perform,
we may incur production delays and other inefficiencies, or higher costs for substitute services. Also, if our trade
partners’ work or materials quality does not meet our standards, we could face more home warranty and construction
defect claims, and they or their insurers may not be able to cover the associated repair costs.
•
Potential expansion of employment-related obligations
. Governmental agencies or others might assert that we should
be subjected to California law and associated regulations that, in certain circumstances, impose responsibility upon
direct contractors for certain wages and benefits that subcontractors of the direct contractor have failed to pay to their
employees. It might also be alleged that California law and regulations impose other liabilities upon us with respect to
the employees of our trade partners. Further efforts in California or elsewhere to impose such external labor-related
obligations on us could create substantial exposure for us in situations beyond our control.
Strategy Risks
. Our strategies, and any related initiatives or actions, and any changes thereto, may not be successful in
achieving our goals or generate any growth, earnings or returns, particularly in the highly volatile business environment of the
past few years and as may occur in 2025, due to significant inflation, interest rate and financial market volatility, or political or
social distress. We may not achieve positive operational or financial results, or results equal to or better than we did in any
prior period or in comparison to other homebuilders. We may also incur higher costs, or experience sourcing or supply chain
disruptions that result in extended times to build our homes, as compared to other homebuilders due to our commitment to
sustainability. However, we expect there could be an unfavorable reputational impact if we do not maintain our sustainability
programs, including if we decide not to construct homes that are designed to be
ENERGY STAR
certified or are otherwise as
energy efficient as those we currently build; fail to achieve
ENERGY STAR
certification or any other voluntarily elected or
mandatory energy-efficiency standard for our homes, which has occurred in a few instances in recent years; or if we fail to meet
our sustainability objectives. Among other strategic risks, our business is presently concentrated in California, Florida, Nevada
and Texas. Poor conditions in any of those markets could have a measurable negative impact on our results, and the impact
could be larger for us than for other less-concentrated homebuilders.
Adverse conditions in California would have particular significance to our business. We generate the highest proportion of
our revenues from and make significant inventory investments in our California operations. However, we may be constrained
or delayed in entitling land and selling and delivering homes in California, and incur higher development or construction costs,
from water conservation or wildfire protection measures (including precautionary and event-induced electricity blackouts,
temporary or extended local or regional evacuations, development moratoriums in high-risk areas, and community resiliency
design requirements) that are intended to address severe drought and climate conditions that have arisen in recent years.
In
addition, as large-scale wildfires and flooding, as well as hurricanes, heavy rains and other climate change-driven natural
disasters in our served markets become more frequent and intense, as discussed below under “
Climate Risk
,” we may
experience greater disruption to our land development and homebuilding activities, delaying orders and homes delivered,
among other impacts.
Though the extent is uncertain and none of our communities or operations have been directly affected as
of the date of this report, given the scope of the unprecedented wildfires in the Los Angeles County area in January 2025, we
may experience some disruption in our homebuilding activities, and potentially with our orders and homes delivered, in the
Southern California region during the year and beyond
.
Also, California’s highly regulated and litigious business environment has made the state an increasingly difficult place for
us to operate. This includes implementing regulations under the state’s Global Warming Solutions Act of 2006 intended to
lower GHG emissions. For instance, we have and will continue to incur higher construction costs because of a state law
requirement that effectively requires that all newly-built homes have solar power systems, and we may be unable to offset
(through customer leases) or cover such costs through selling price increases due to competition and consumer affordability
concerns. We also face an uncertain solar power system provider environment largely due to changes in California net
metering regulations that created significant instability in the solar power industry, with several providers going out of business
or entering bankruptcy. This has disrupted the supply and installation of solar power systems, causing delays in system
completions and permissions to operate and, in turn, home deliveries.
In 2022, the California Air Resources Board adopted a plan to eliminate installing natural gas appliances in new homes
built in 2026 and beyond. In addition, the state’s energy commission issued new energy efficiency standards requiring all new
20
residences to be electric-ready for heating, cooling, cooking, clothes drying and water heating systems. California and certain
of its local governments have implemented restrictions on or disincentives for new suburban and exurban residential
communities, generally in favor of higher-density, urban developments that can be attractive to some buyers, but in many cases
are on smaller parcels with higher building costs and more complicated entitlement requirements and may be subject to
affordable housing mandates, prevailing wage requirements, greater local opposition and/or additional site remediation work.
These efforts have and could further significantly increase our land acquisition and development costs and, along with
competition from other homebuilders and investors for available developable land, limit our California operations’ growth,
while making new homes less affordable to potential buyers in the state, including as a result of its public utilities commission’s
decision to significantly reduce net metering payments to homeowners for the rooftop solar power they export to the grid from
systems installed.
Climate Risk
. While there is considerable debate over its drivers and magnitude, and about the physical, regulatory and/or
technical/scientific mitigation or adaptation measures, if any, that should be implemented, global climate change and responses
to it present potential risks to our operations, ranging from more frequent extreme weather events to extensive governmental
policy developments and shifts in consumer preferences, which could individually or collectively significantly disrupt our
business as well as negatively affect our suppliers, independent contractors and customers. Experiencing or addressing the
various risks from climate change may significantly reduce our revenues and profitability, or cause us to generate losses. For
instance, incorporating greater resource efficiency into our home designs, whether to comply with upgraded building codes or
recommended practices given a region’s particular exposure to climate conditions, or undertaken to satisfy demand from
increasingly environmentally conscious customers or to meet our own sustainability goals, often raises our costs to construct
homes. In evaluating whether to implement voluntary improvements, we also consider that choosing not to enhance our homes’
resource efficiency can make them less attractive to municipalities, and increase the vulnerability of residents in our
communities to rising energy and water expenses and use restrictions. We weigh the impact of the costs associated with
offering more resource-efficient products against our priorities of generating higher returns and delivering homes that are
affordable to our core first-time and first move-up buyers. We also consider whether our buyers may face higher costs for, or
may be unable to obtain, fire, flood or other hazard insurance coverage in certain areas due to local environmental conditions or
historical events. In balancing these objectives, we may determine we need to absorb most or all the additional operating costs
that come with making our homes more efficient and/or from operating in areas with more extensive regulatory requirements,
such as California, or certain climates. While our years of experience in sustainable homebuilding, as discussed above under
“
Sustainability Principles and Practices
,” and ability to leverage economies of scale may give us an advantage over other
homebuilders in managing these absorbed costs, they may be substantial for us.
Beyond the commercial pressures implicated by climate change concerns, our operations in any of our served markets may
face potential adverse physical effects. For example, California, our largest market, has historically experienced, and is
projected to continue to experience, climate-related events at an increasing frequency including drought, water scarcity, heat
waves, wildfires (such as the unprecedented wildfires in the Los Angeles County area in January 2025), and resultant air quality
impacts and power shutoffs associated with wildfire prevention. In addition, based on an Arizona state order in June 2023, new
housing subdivisions will not be permitted in some parts of Phoenix unless developers, like us, secure water supplies other than
local groundwater. While we have health and safety protocols in place for our construction sites and take steps to safeguard our
administrative functions, including our IT resources, as described below under “
Information Technology and Information
Security Risks
,” we can provide no assurance that we or our suppliers or trade partners can successfully operate in areas
experiencing frequent or persistent adverse climate-related conditions, and we or they may be more impacted and take longer,
and with higher costs, to resume operations in an affected location than other homebuilders or businesses, depending on the
nature of the conditions or other circumstances.
As discussed above under “
Strategy Risks
,” and below under “
Legal and Compliance Risks
,” international, federal, state
and local authorities and legislative bodies have issued, implemented or proposed regulations, penalties, standards or guidance
intended to restrict, moderate or promote activities consistent with resource conservation, GHG emission reduction,
environmental protection or other climate-related objectives. Compliance with those directed at or otherwise affecting our
business or our suppliers’ (or their suppliers’) operations, products or services, could increase our costs, such as with
California’s requirement that all new homes have solar power systems and agency requirements for all-electric readiness and
plans to potentially eliminate natural gas appliances in new homes built in the state by 2026; delay or complicate home
construction, for example, due to a need to reformulate or redesign building materials or components, or source updated or
upgraded items or equipment, or specially trained or certified independent contractors, in limited or restricted supply, which has
been a challenge for us in certain cases in the past few years, such as with paint, garage doors, insulation, electrical materials,
cabinets, HVAC equipment and water heaters that have been out of stock and delayed home construction or required us to
install or use temporary or permanent substitutes due to the supply chain disruptions we have experienced; or diminish
consumer interest in homes mandated to include or omit certain features, amenities or appliances, particularly if home prices
increase as a result.
21
Adapting to or transitioning from the use of certain items or methods in home construction, or adjusting the products we
offer to our buyers, whether due to climate-related governmental rules affecting home construction or our supply chain, market
dynamics or consumer preferences, can negatively affect our costs and profitability, production operations in affected markets
and customer satisfaction during the transition period, which could be prolonged. For instance, in certain local markets in
California where natural gas use is banned in new homes, we have faced some disruptions in reorienting our purchase order,
independent contractor engagement, design studio and home construction processes to accommodate the restriction and, longer
term, have implemented certain architectural design changes for all-electric homes. To the extent other jurisdictions or the state
adopt such bans and as we implement the state’s all-electric readiness requirements, as discussed above, we will face similar
issues.
Though practically available technology and resources allow us only to make certain estimates, and not definitive
measurements, of the effectiveness and overall impact of our longstanding and broad-based environmental sustainability
initiatives described above under “
Sustainability Principles and Practices
,” we feel these initiatives and their evolution over
time represent how we can best address climate change risks in the context of our business, industry and the wider, and rapidly
changing, economic, social and political environment. However, climate change is an intrinsically complex global phenomenon
with inherent residual risks across its physical, regulatory and adaptation/transition dimensions that cannot be mitigated given
their wide-ranging, (sometimes unexpectedly) interdependent and largely unpredictable potential scope, nature, timing or
duration. Therefore, though we have not as of the date of this report identified or experienced any particular material impact,
whether singular or in combination, to our consolidated financial statements from climate change or the associated regulatory,
physical, transition and other risks discussed above, we cannot provide any assurance that we have or can successfully prepare
for, or are or will be able to reduce or manage any of them to the extent they may arise.
Further, we expect that as concerns about climate change and other environmental issues continue to increase,
homebuilders will be required to comply with new and extensive laws and regulations, including recently enacted climate
disclosure laws in California as well as any climate-related disclosure rules that may be adopted by the
SEC
, each of which we
anticipate will result in additional significant compliance costs. In October 2023, California enacted the Climate Corporate
Data Accountability Act (“SB-253”), which mandates the disclosure of GHG emissions, including Scope 1, Scope 2 and Scope
3 emissions; and the Climate-Related Financial Risk Act (“SB-261”), which mandates the disclosure of climate-related
financial risks, and measures adopted to reduce and adapt to such risks. While the state enacted SB-219 in September 2024 that
amends certain aspects of SB-253 and SB-261, California law currently requires initial disclosures in 2026. California also
enacted a third climate-disclosure law that requires entities that operate in the state and make net zero emissions claims, carbon-
neutral claims or significant GHG reduction claims to disclose,
starting in 2024
, information about those claims and the
purchase or use of voluntary carbon offsets used to achieve those claims.
We may also experience substantial negative impacts to our business if an unexpectedly severe weather event or natural
disaster damages our operations or those of our suppliers or independent contractors in our primary markets, such as in
California, Florida, Nevada and Texas, or from the unintended consequences of regulatory changes that directly or indirectly
impose substantial restrictions on our activities or adaptation requirements. Such severe weather events, including impacts
from the unprecedented wildfires in the Los Angeles County area in January 2025, could delay home construction, increase
construction costs, reduce the availability of building materials, and damage roads and/or cause transportation delays that stress
our supply chain and negatively impact the demand for new homes in affected areas, as well as slow down or otherwise impair
the ability of utilities and local government agencies to provide approvals and service to new communities. Further, if our
insurance does not fully cover our costs and other losses from such events, our earnings, liquidity, or capital resources could be
adversely impacted.
Warranty Risks
. Our homebuilding business is subject to warranty and construction defect claims. Though we have
insurance coverage to partially reduce our exposure, it is limited and costly, in part due to a shrinking provider market, and we
have high self-insured retentions that are expected to increase. We self-insure some of our risk through a wholly-owned
insurance subsidiary.
Due to our dependence on the performance of independent suppliers and contractors to provide products and materials and
carry out our homebuilding activities, and the associated risks described above under “
Inflation
,” “
Supply chain and
construction services shortages
” and “
Poor contractor availability and performance
,” as well as inherent uncertainties, including
obtaining recoveries from responsible parties and/or their or our insurers, our recorded warranty and other liabilities may be
inadequate to address future claims, which, among other things, could require us to record charges to increase such liabilities.
We may also record charges to reflect our then-current claims experience, including the actual costs incurred. Home warranty
and other construction defect issues may also generate negative publicity, including on social media and the internet, that
detracts from our reputation and efforts to sell homes.
22
Tax-Related Risks
. Our future income tax rates and expense can fluctuate or be adversely affected due to legislative and
regulatory changes; government or court interpretations of new or existing tax laws and regulations; changes in available tax
credits; adjustments to estimated taxes in finalizing our tax returns and/or due to new regulatory guidance, as occurred in our
2023 fourth quarter; changes in non-deductible expenses, particularly those associated with compensation; tax benefits related
to stock-based compensation; the realization of our deferred tax assets; and the resolution of tax audits with federal or state tax
authorities based on, among other things, tax positions we have taken.
In prior years, we have recognized federal tax credits from our building energy-efficient new homes. In some periods,
these tax credits were not available because Congress had not renewed the program. The 2022 Inflation Reduction Act (“
IRA
”)
extended this federal tax credit under Internal Revenue Code Section 45L (“
Section 45L
”) to 2032. At the same time, the
legislation newly tied qualifying for the
Section 45L
tax credit on and after January 1, 2023 to new homes achieving ENERGY
STAR certification. Internal Revenue Service (“IRS”) guidance set a qualifying
ENERGY STAR
version that makes it more
costly to satisfy the
Section 45L
requirements. Subject to future guidance, regulation or legislation, we have opted to build
homes in many of our markets beginning in 2025 to an alternate version
of ENERGY STAR
under which our homes delivered
will continue to be highly energy efficient and qualify for
ENERGY STAR
certification but not qualify for
Section 45L
tax
credits, as we believe the additional costs necessary for some of our homes to satisfy the higher
Section 45L
standards outweigh
the possible benefits from meeting them for both our business and our buyers. Therefore, we expect to realize fewer such tax
credits compared to prior periods. Further, should the
Section 45L
tax credit be reduced or repealed, or if the qualification
standards are revised, or we adjust how we build our homes, such that even fewer of our homes qualify for the
Section 45L
or
other energy efficiency-related tax credits, our income tax rate and expense would likely increase, which would reduce our net
income and cash flow and may have a material adverse impact on our consolidated financial statements.
Our realization of our deferred tax assets depends on our generating sufficient future taxable income, which may not occur.
Also, our deferred tax assets’ value can increase or decrease with: (a) changes in the federal corporate income tax rate; (b) our
undergoing a “change of ownership” under federal tax rules, which would significantly reduce and possibly eliminate their
value; and (c) adjustments in statutory or taxing authority treatment of such assets.
We have filed our tax returns based on certain positions we believe are appropriate, and we may owe additional taxes if
taxing authorities disagree with those positions.
Human Capital Risks
. Our directors, officers and employees are important resources. If we cannot attract, retain and
develop talent at reasonable pay and benefits levels, or, alternatively, if we need to implement personnel or compensation
reductions, our performance, profitability and ability to achieve our strategic goals could be significantly impaired. In addition,
in many of our served markets, we need to have personnel with certain professional licenses, including building contractor and
real estate brokerage licenses. Our home selling and construction activities may be severely disrupted or delayed if we do not
have sufficient licensed individuals in our workforce.
Information Technology and Information Security Risks
. We use IT resources to carry out important operational activities
and maintain our business records. Third parties provide and maintain many of our IT resources, including disaster recovery
and business continuity services intended to safeguard access to and use of our IT resources during a general or local network
outage, under agreements with evolving security and service level standards.
Our senior IT executives also periodically update
the audit and compliance committee of our board of directors on our cybersecurity practices and risks, most recently in
January
2025
.
A reporting process has been established, and periodically tested and refined with the assistance of outside experts, to
escalate notice within our organization of and coordinate our response to IT security events. Depending on the severity of an
event, our incident reporting process includes informing as early as practicable our senior corporate management and members
of our board of directors. If a cybersecurity incident is determined to be material, we are subject to additional SEC reporting
requirements. Our cybersecurity policies and procedures are further described below under Item 1C – Cybersecurity in this
report.
Our systems have faced a variety of phishing, denial-of-service and other attacks and occasional theft of encrypted
employee laptops. To help counter the growing volume and sophistication of cyberattacks, including the potential of
fraudulently inducing our employees, customers, trade partners and other third parties to disclose information or unknowingly
provide access to systems or data, as well as state and other actors using artificial intelligence technology, we have implemented
administrative, physical and multi-layered technical controls and processes to help address and mitigate cybersecurity risks and
protect our IT resources, including employee education and awareness training, as well as third-party assessments. Our
technical defense layers are designed to provide multiple, overlapping measures to protect against exploitation of a vulnerability
that may arise or if a security control fails. For these defenses, we rely on a combination of artificial intelligence, machine
learning computer network monitoring, malware and antivirus resources, firewall systems, vendor cloud service defenses,
internet address and content filtering monitoring software that secures against known malicious websites and potential data
exfiltration, and a variety of cyber intelligence threat monitoring sources that provide ongoing updates, all provided from third
23
parties that we believe, but cannot guarantee, are capable of performing the protective service for which we have engaged them.
We conduct periodic incident response tabletop exercises, with third-party support and reviews, and have established
communication channels with
KBHS
security personnel and key partners regarding their breach and incident response
processes. In addition, we perform an annual cybersecurity risk assessment to identify potential areas of focus. We also
depend on our service providers,
GR Alliance
and other mortgage lenders with whom we share some personal identifying and
confidential information to secure our information and the homebuyer information they collect from us. Our IT security costs,
including cybersecurity insurance, are significant and will likely rise in tandem with the sophistication and frequency of system
attacks.
However, our,
GR Alliance
’s and our service providers’ measures may be inadequate and possibly have operational or
security vulnerabilities that could go undetected for some period of time. If our IT resources are compromised by an intentional
attack, natural or man-made disaster, electricity blackout, IT failure or systems misconfiguration, service provider error,
mismanaged user access protocols, personnel action, or otherwise, we may be severely limited in conducting our business and
achieving our strategic goals for an extended period, experience internal control failures or lose access to operational assets or
funds. A substantial disruption, or security breach suffered by
GR Alliance
/
KBHS
or a service provider, particularly our cloud
service provider which hosts many of our IT resources, could damage our reputation and result in the loss of customers or
revenues, in sensitive personal information being publicly disclosed or misused and/or legal proceedings against us. We may
incur significant expenses to resolve such issues. While, to date, we have not had a significant cybersecurity breach or attack
that had a material impact on our business or consolidated financial statements, there can be no assurance our efforts to
maintain the security and integrity of these systems will be effective or that attempted security breaches, cyber-attack, data theft
or disruptions would not occur in the future, be successful or damaging.
Beyond our service providers, we depend on independent third parties to handle certain processes required to complete land
purchases and home closings, including title insurers and escrow/settlement companies. Should these third parties, as well as
independent mortgage lenders and other firms involved in real property transactions, experience their own cybersecurity
incidents or IT resource failures that disrupt or prevent their performance of necessary real estate transaction services, our
ability to close on land transactions or our customers’ ability to close on their homes, as well as our production schedules and
delivery forecasts, may be significantly disrupted and have a material impact on our operations or consolidated financial
statements, including by causing home sales contract cancellations.
Legal and Compliance Risks
. As discussed above under
Item 1 – Business
in this report, our operations are subject to
myriad legal and regulatory requirements, which can delay our operational activities, raise our costs and/or prohibit or restrict
homebuilding in some areas. These requirements often provide broad discretion to government authorities, and they could be
interpreted or revised in ways unfavorable to us. The costs to comply, or associated with any noncompliance, are, or can be,
significant and variable from period to period. With respect to environmental laws, in addition to the risks and potential
operational costs discussed above, we have been, and we may in the future be, involved in federal, state and local air and water
quality agency investigations or proceedings for potential noncompliance with their rules, including rules governing discharges
of materials into the air and waterways; stormwater discharges from community sites; and wetlands and listed species habitat
protection. We could incur penalties and/or be restricted from developing or building at certain community locations during or
as a result of such agencies’ investigations or findings.
Additionally, we are involved in legal, arbitral or regulatory proceedings or investigations incidental to our business, the
outcome or settlement of which could result in material claims, losses, monetary damage awards, penalties, or other direct or
indirect payments recorded against our earnings, or injunctions, consent decrees or other voluntary or involuntary restrictions or
adjustments to our business operations or practices. Any adverse results could be beyond our expectations, insurance coverages
and/or accruals at particular points in time. Unfavorable outcomes, as well as unfavorable investor, analyst or news reports
related to our industry, company, personnel, governance or operations, may also generate negative publicity, including on social
media and the internet, damaging our reputation and resulting in the loss of customers or revenues. We may also face similar
reputational impacts if our sustainability initiatives or objectives and/or our social or governance practices do not meet the
standards set by investors or third-party rating services. Additionally, low third-party ratings could result in our common stock
being excluded from certain indexes or not being recommended for or selected by investors with certain mandates or priorities.
To reduce the risks and expected significant costs of defending intra-corporate proceedings in multiple venues and to help
ensure that such matters are considered within a well-established body of law, our By-Laws provide that, subject to certain
exceptions, Delaware state courts are the exclusive forum for specified internal corporate affairs actions and federal courts are
the exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended. These provisions
may limit a stockholder’s ability to bring a claim in their favored forum. At the same time, if a court were to allow for an
alternative forum, or we waive the provision’s application, for a particular matter, we may incur additional costs associated with
resolving an otherwise relevant action in another jurisdiction(s).
24
The European Union and state governments, notably California and Nevada, have enacted or enhanced data privacy
regulations, and other governments are considering establishing similar or stronger protections. These regulations impose
certain obligations for securing, and potentially removing, specified personal information in our systems, and for apprising
individuals of the information we have collected about them. We have incurred costs in an effort to address these data privacy
risks and requirements, and our costs may increase significantly as risks become increasingly complex or if new or changing
requirements are enacted, and based on how individuals exercise their rights. Despite our efforts, any noncompliance could
result in our incurring substantial penalties and reputational damage.
KBHS
’ operations are heavily regulated. If
GR Alliance
, which oversees
KBHS
’ operations, or
KBHS
is found to have
violated regulations, or mortgage investors demand
KBHS
repurchase mortgage loans it has sold to them, or cover their losses,
for claimed contract breaches,
KBHS
could face significant liabilities, which, if they exceed its reserves, could result in our
recognizing losses on our
KBHS
equity interest.
Our financial results may be materially affected by the adoption of new or amended financial accounting standards, and
regulatory or outside auditor guidance or interpretations. In addition, to the extent we expand our disclosures on our
sustainability initiatives in line with certain private reporting frameworks and investor requests, or the proposed
SEC
rules
mentioned above, if adopted, our failure to report accurately or achieve progress on our metrics on a timely basis, or at all,
could adversely affect our r
eputation, business, financial performance and growth.
Other Risks
.
The risk factors described above are not our only salient risks. Political events, war, terrorism, weather or
other natural/environmental disasters, and other risks that are currently unknown or are currently or may initially be seen as
immaterial, could also have a material adverse impact on our business, consolidated financial statements and/or common
stock’s market price.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 1C.
CYBERSECURITY
associated with cybersecurity threats.
To help protect our IT resources, we have instituted administrative, physical and
implemented are designed to address vulnerabilities that may arise, including from a security control failure. These measures
currently involve a combination of artificial intelligence; machine learning computer network monitoring; malware and
antivirus resources; firewall systems; endpoint detection and response; cloud service defenses; Internet address and content
filtering monitoring software intended to secure against known malicious websites and potential data exfiltration; and a variety
of cyber intelligence and threat monitoring sources, which provide ongoing updates, all provided by third parties that we
believe are capable of performing the service for which they have been engaged or governmental agencies. When engaging a
third party for these types of services and resources, we typically conduct a security review involving, as relevant to the service
or resource, discussions with the firm’s security personnel, evaluation of auditor reports, and other requested information and
threat monitoring sources, learnings from periodic incident response tabletop exercises in which members of senior
management participate; penetration tests and scanning exercises; and an annual cybersecurity and/or cloud security risk
assessment conducted with help from outside experts informed by the National Institute of Standards and Technology
Cybersecurity framework.
Our IT function also undertakes a specific risk review, assisted in part by independent consultants
cybersecurity-related enhancements identified through the review, in designing and conducting its IT function audits, in some
cases with a third-party firm’s assistance.
To support the ongoing identification and management of cybersecurity issues, all employees are required to complete
cybersecurity awareness training, including social engineering, password best practices, data classification and phishing
awareness, with additional training for handling of customer personal information. We also publish a monthly security
awareness newsletter along with performing ongoing internal phishing assessments.
We also consider and evaluate cybersecurity risks associated with
KBHS
and third-party service providers that we have
identified as having the greatest potential to expose us to cybersecurity threats. We have established due diligence procedures
with
KBHS
and such third-party service providers, as well as communication channels as part of their breach and incident
response processes. We also review annually the System and Organization Controls reports of third-party vendors hosting our
25
data to ensure they maintain adequate access management controls including physical safeguards, disaster recovery capabilities,
data privacy and notification processes, onboarding processes, incident response procedures and periodic independent testing of
the vendor capabilities. We depend on our third-party service providers,
KBHS
and outside service providers to our customers
with whom we share some personal identifying and confidential information to secure the information they receive from us.
Our business strategy, results of operations, or financial condition may be materially affected if our IT resources are
compromised, whether by an intentional attack, natural or man-made disaster, electricity blackout, IT/cybersecurity failure,
systems misconfiguration, denial-of-service attacks, service provider error, mismanaged user access protocols, personnel action,
or otherwise, as we may be severely limited in conducting operations for an extended period, experience internal control
failures, be cut off from assets or funds, face reputational damage, lose customers and related revenues and/or have private
party or governmental legal proceedings instituted against us, and incur significant expenses to resolve any such issues. Similar
impacts may result from a substantial disruption, or security incident or breach
KBHS
or an outside service provider to our
strategies and measures to address, material cybersecurity risks.
Our board of directors through its
audit and compliance
engaging in periodic reviews with management covering, among other things,
our cybersecurity practices and risks
.
Our chief
by a chief information security officer and various employees and dedicated contract personnel experienced with IT and
cybersecurity matters who are responsible for procuring, using, maintaining, updating and evaluating the cybersecurity
Our IT function, which is led by the CIO, maintains and is initially responsible for executing on a cybersecurity incident
response plan and specific runbooks, which describe processes for evaluating and escalating, depending on severity, within the
enterprise and up to our senior executive management and board of directors the cybersecurity threats and incidents, or potential
threats or incidents, identified through our cybersecurity measures, as well as making public disclosures thereof. This team also
maintains other policies and procedures concerning cybersecurity matters, such as encryption standards, antivirus protection,
remote access, multifactor authentication, data classification, confidential information and the use of the internet, social media,
email and wireless devices. We also maintain insurance coverage for cybersecurity insurance as part of our overall insurance
Our IT systems have faced a variety of phishing, denial-of-service and other attacks.
Although we have not identified any
cybersecurity incidents during the fiscal years covered by this report that have materially affected or are reasonably likely to
materially affect our business strategy, consolidated results of operations or consolidated financial condition, we can provide no
assurance that our security measures will be successful and therefore we may experience a cybersecurity incident that materially
affects our business strategy, consolidated results of operations, consolidated financial condition or reputation, including, but
Item 2.
PROPERTIES
None.
Item 3.
LEGAL PROCEEDINGS
Our legal proceedings are discussed in
Note 18
–
Legal Matters
in the Notes to Consolidated Financial Statements in this
report.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
26
Information about our Executive Officers
The following table presents certain information regarding our executive officers as of
December 31, 2024
:
|
Name
|
Age
|
Present Position
|
Year
Assumed
Present
Position
|
Years
at
KB
Home
|
Other Positions and Other
Business Experience within the
Last Five Years
|
From
– To
|
||||||
|
Jeffrey T. Mezger
|
69
|
Chairman and Chief Executive
Officer (a)
|
2024
|
31
|
Chairman, President and Chief Executive
Officer
|
2016-
2024
|
||||||
|
Jeff J. Kaminski
|
63
|
Executive Vice President and Chief
Financial Officer
|
2010
|
14
|
||||||||
|
Robert V. McGibney
|
50
|
President and Chief Operating
Officer
|
2024
|
24
|
Executive Vice President and Chief
Operating Officer
|
2022-
2024
|
||||||
|
Executive Vice President and Co-Chief
Operating Officer
|
2021-
2022
|
|||||||||||
|
Regional President
|
2018-
2021
|
|||||||||||
|
Albert Z. Praw
|
76
|
Executive Vice President, Real
Estate and Business
Development
|
2011
|
28
|
||||||||
|
Brian J. Woram
|
64
|
Executive Vice President and
General Counsel
|
2010
|
14
|
(a)
Mr. Mezger has served as a director since 2006.
There is no family relationship between any of our executive officers or between any of our executive officers and any of
our directors.
PART II
Item 5.
MARKET FOR REGISTRANT
’
S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange under the ticker symbol “KBH.” As of December 31, 2024,
there were
506
holders of record of our common stock.
Information regarding the shares of our common stock that may be issued under our equity compensation plans is provided
below under Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in
this report.
The following table summarizes our purchases of our own equity securities during the three months ended
November 30,
2024
(dollars in thousands, except per share amounts):
|
Period
|
Total Number of Shares
Purchased
|
Average Price Paid per
Share
|
Dollar Value of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
|
Approximate Dollar Value
of Shares That May Yet be
Purchased Under the Plans
or Programs
|
||||
|
September 1-30
|
—
|
$
—
|
$
—
|
$
800,000
|
||||
|
October 1-31
|
834,996
|
69.46
|
58,000
|
742,000
|
||||
|
November 1-30
|
529,307
|
79.35
|
42,000
|
700,000
|
||||
|
Total
|
1,364,303
|
$
73.30
|
$
100,000
|
As of
November 30, 2023
, we were authorized to repurchase up to $
163.6
million of our outstanding common stock under
a share repurchase program approved by our board of directors in March 2023. On April 18, 2024, our board of directors
authorized us to repurchase up to $1.00 billion of our outstanding common stock, replacing the prior board of directors
authorization, which had
$113.6 million
remaining, as further discussed in
Note 19
–
Stockholders’ Equity
in the Notes to
Consolidated Financial Statements in this report. In the 2024 fourth quarter, we purchased
1,264,484
shares of our common
stock pursuant to this authorization at a total cost of
$100.0 million
, bringing our total repurchases in 2024 to
4,725,181
shares
at a total cost of
$350.0 million
. As of
November 30, 2024
, we were authorized to repurchase up to
$700.0 million
of our
outstanding common stock.
During the three months ended
November 30, 2024
, we also purchased certain previously issued shares delivered to us by
employees to satisfy withholding taxes on the vesting of restricted stock awards. These transactions are not considered
27
repurchases under the board of directors authorization.
The IRA imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31,
2022. All dollar amounts presented in the table above and in this report related to our share repurchases and our share
repurchase authorizations exclude such excise taxes, to the extent applicable, unless otherwise indicated.
Stock Performance Graph
The following graph compares the five-year cumulative total return of KB Home common stock, the S&P 500 Index and
the Dow Jones US Home Construction Index for the periods ended November 30:
Comparison of Five-Year Cumulative Total Return
Among KB Home, S&P 500 Index and
Dow Jones US Home Construction Index
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||||
|
KB Home
|
$
100
|
$
103
|
$
119
|
$
95
|
$
160
|
$
257
|
|||||
|
S&P 500 Index
|
100
|
117
|
150
|
136
|
155
|
208
|
|||||
|
Dow Jones US Home Construction Index
|
100
|
122
|
163
|
138
|
217
|
306
|
The above graph is based on the KB Home common stock and index prices calculated as of the last trading day before
December 1 of the year-end periods presented. The closing price of KB Home common stock on the New York Stock
Exchange was
$82.74
per share on
November 30, 2024
and $52.10 per share on
November 30, 2023
. The performance of our
common stock as presented above reflects past performance only and is not indicative of future performance. Total return
assumes $100 invested at market close on November 30, 2019 in KB Home common stock, the S&P 500 Index and the Dow
Jones US Home Construction Index, including reinvestment of dividends.
Item 6.
[RESERVED]
Item 7.
MANAGEMENT
’
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our discussion and analysis below is focused on our
2024
and
2023
financial results, including comparisons of our year-
over-year performance between these years. Discussion and analysis of our
2022
fiscal year specifically, as well as the year-
over-year comparison of our
2023
financial performance to
2022
, are located under Part II,
Item 7 – Management’s Discussion
and Analysis of Financial Condition and Results of Operations
in our Annual Report on Form 10-K for the fiscal year ended
28
November 30, 2023
, filed with the
SEC
on January 19, 2024, which is available on our investor relations website at
investor.kbhome.com and the
SEC
website at www.sec.gov.
RESULTS OF OPERATIONS
Overview
.
Revenues are generated from our homebuilding and financial services operations. The following table presents
a summary of our consolidated results of operations (dollars in thousands, except per share amounts):
|
|
Years Ended November 30,
|
Variance
|
|||||||
|
|
2024
|
2023
|
2022
|
2024 vs 2023
|
2023 vs 2022
|
||||
|
Revenues:
|
|||||||||
|
Homebuilding
|
$
6,902,239
|
$
6,381,106
|
$
6,880,362
|
8
%
|
(7)
%
|
||||
|
Financial services
|
27,847
|
29,523
|
23,414
|
(6)
|
26
|
||||
|
Total
|
$
6,930,086
|
$
6,410,629
|
$
6,903,776
|
8
%
|
(7)
%
|
||||
|
Pretax income:
|
|||||||||
|
Homebuilding
|
$
802,028
|
$
731,783
|
$
1,033,615
|
10
%
|
(29)
%
|
||||
|
Financial services
|
48,890
|
39,494
|
38,451
|
24
|
3
|
||||
|
Total
|
850,918
|
771,277
|
1,072,066
|
10
|
(28)
|
||||
|
Income tax expense
|
(195,900)
|
(181,100)
|
(255,400)
|
(8)
|
29
|
||||
|
Net income
|
$
655,018
|
$
590,177
|
$
816,666
|
11
%
|
(28)
%
|
||||
|
Earnings per share:
|
|||||||||
|
Basic
|
$
8.70
|
$
7.25
|
$
9.35
|
20
%
|
(22)
%
|
||||
|
Diluted
|
$
8.45
|
$
7.03
|
$
9.09
|
20
%
|
(23)
%
|
||||
In 2024, our operational execution contributed to year-over-year increases in total revenues, net income and diluted
earnings per share. Our performance for the year reflected, among other things, key longer-term housing market drivers
remaining largely positive, including favorable demographic trends, rising household formations, solid employment, wage
growth and the ongoing undersupply of new and resale homes. At the same time, affordability constraints stemming largely
from rising mortgage interest rates tempered buyer demand in 2024.
Our net orders in 2024 increased
18%
year over year to
13,093
, and the pace of monthly net orders per community rose to
4.4
from
3.8
in 2023, despite uneven market conditions during the current year that were driven primarily by buyer discomfort
with volatile mortgage interest rates, persistent inflationary pressures and general economic concerns. To navigate this business
environment, we focused on balancing pace, price and construction starts at each community to optimize our return on each
inventory asset within its market context. With this approach, we implemented price increases in most of our communities in
the 2024 first half, selectively adjusted prices at certain communities in the third quarter to help stimulate demand, and, given
our backlog entering the period, held prices relatively stable in the seasonally slower fourth quarter. Additionally, we continued
to employ targeted sales strategies throughout the year, as we have to varying degrees since the 2022 second half, including
homebuyer concessions (particularly, mortgage-related concessions such as interest rate buydowns), to help drive order activity
and minimize cancellations, especially during periods of rising mortgage interest rates. Reflecting these actions, and relatively
soft net order levels in the year-earlier quarter, our
2024
fourth quarter net orders and net order value each grew
41%
year over
year, with all of our homebuilding reporting segments generating increases. Our cancellation rate as a percentage of gross
orders for the
2024
fourth quarter improved to
17%
, from
28%
for the
2023
fourth quarter and, together with our improved
build times
compared to a year ago, our homes delivered as a percentage of backlog at the beginning of the quarter increased to
69%
for the 2024 fourth quarter from
49%
for the year-earlier quarter.
29
Homebuilding revenues for
2024
and
2023
were comprised of housing revenues and land sale revenues. Housing revenues
of
$6.90 billion
grew
8%
from the previous year, due to a
7%
increase in the number of homes delivered to
14,169
and a slight
increase in the overall average selling price of those homes to
$486,900
. Approximately
50%
of our homes delivered in
2024
were to first-time homebuyers. Homebuilding operating income for
2024
increased
6%
to
$763.9 million
, compared to
$718.7
million
for
2023
and, as a percentage of homebuilding revenues was
11.1%
, compared to
11.3%
. Our homebuilding operating
income margin for
2024
primarily reflected a
20
basis point decrease in our housing gross profit margin to
21.0%
, as s
elling,
general and administrative expenses as a percentage of housing revenues were nearly even with the prior year at
10.0%
. Net
income and diluted earnings per share for
2024
grew
11%
and
20%
, respectively, each as compared to
2023
. The increase in
diluted earnings per share for
2024
was driven by higher net income and the favorable impact of our common stock repurchases
over the past several quarters.
Our return on equity (“
ROE
”) for
2024
was
16.6%
, compared to
15.7%
for
2023
.
ROE
is calculated as net income for the
year divided by average stockholders’ equity, where average stockholders’ equity is based on the ending stockholders’ equity
balances of the trailing five quarters.
We believe our strong balance sheet and liquidity position helped provide us with the flexibility to operate effectively
through the evolving market conditions during the year and pursue our priorities of investing in land and land development to
support future growth and returning capital to our stockholders. In 2024, we continued to take a balanced approach in
allocating our capital aligned with these priorities. Our investments in land and land development for
2024
increased
58%
year
over year to
$2.84 billion
. In addition, we repurchased approximately
4.7 million
shares of our common stock at a total cost of
$350.0 million
, which represented about
6%
of our shares that were outstanding at the start of the year, and in the 2024 second
quarter, our board of directors increased the quarterly cash dividend on our common stock by 25% to
$.25
per share, from
$.20
per share. We paid a cash dividend at this higher rate in the 2024 second, third and fourth quarters. We ended
2024
with total
liquidity of
$1.68 billion
, comprised of
$598.0 million
of cash and cash equivalents and
$1.08 billion
of available capacity
under our Credit Facility. We had no cash borrowings outstanding under the Credit Facility at
November 30, 2024
.
Reflecting our increased investments in land and land development, we ended 2024 with
258
active communities, up
7%
year over year. Although the number of homes in our ending backlog at
November 30, 2024
was down
20%
year over year to
4,434
, mainly reflecting a 28% improvement in our 2024 average
build time
,
we believe we are well-positioned for 2025, as
described below under “Outlook.”
HOMEBUILDING
Financial Results
. The following table presents a summary of certain financial and operational data for our homebuilding
operations (dollars in thousands, except average selling price):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues:
|
|||||
|
Housing
|
$
6,898,667
|
$
6,370,421
|
$
6,880,362
|
||
|
Land
|
3,572
|
10,685
|
—
|
||
|
Total
|
6,902,239
|
6,381,106
|
6,880,362
|
||
|
Costs and expenses:
|
|||||
|
Construction and land costs
|
|||||
|
Housing
|
(5,449,382)
|
(5,020,783)
|
(5,210,802)
|
||
|
Land
|
(2,101)
|
(9,492)
|
(2,541)
|
||
|
Total
|
(5,451,483)
|
(5,030,275)
|
(5,213,343)
|
||
|
Selling, general and administrative expenses
|
(686,848)
|
(632,094)
|
(629,645)
|
||
|
Total
|
(6,138,331)
|
(5,662,369)
|
(5,842,988)
|
||
|
Operating income
|
763,908
|
718,737
|
1,037,374
|
||
|
Interest income and other
|
32,101
|
13,759
|
704
|
||
|
Equity in income (loss) of unconsolidated joint ventures
|
6,019
|
(713)
|
(865)
|
||
|
Loss on early extinguishment of debt
|
—
|
—
|
(3,598)
|
||
|
Homebuilding pretax income
|
$
802,028
|
$
731,783
|
$
1,033,615
|
||
30
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Homes delivered
|
14,169
|
13,236
|
13,738
|
||
|
Average selling price
|
$
486,900
|
$
481,300
|
$
500,800
|
||
|
Housing gross profit margin as a percentage of housing revenues
|
21.0
%
|
21.2
%
|
24.3
%
|
||
|
Adjusted housing gross profit margin as a percentage of housing revenues
|
21.1
%
|
21.4
%
|
24.8
%
|
||
|
Selling, general and administrative expenses as a percentage of housing
revenues
|
10.0
%
|
9.9
%
|
9.2
%
|
||
|
Operating income as a percentage of homebuilding revenues
|
11.1
%
|
11.3
%
|
15.1
%
|
||
Revenues
.
Homebuilding revenues of
$6.90 billion
for
2024
grew
8%
from the prior year due to an increase in housing
revenues, partly offset by a decrease in land sale revenues.
In
2024
, housing revenues grew
8%
from the previous year, reflecting a
7%
increase in the number of homes delivered and
a slight increase in their overall average selling price. The year-over-year growth in the number of homes delivered reflected
increases of
28%
,
9%
and
7%
in our West Coast, Southeast and Southwest homebuilding reporting segments, respectively,
partially offset by a
10%
decrease in our Central segment. The slightly higher average selling price primarily resulted from the
combined effect of product and geographic mix factors, particularly a greater proportion of homes delivered from our higher-
priced West Coast homebuilding reporting segment, and a decrease in homebuyer concessions.
We generated
$3.6 million
of land sale revenues in
2024
, compared to
$10.7 million
of such revenues in
2023
. Generally,
land sale revenues fluctuate with our decisions to maintain or decrease our land ownership position in certain markets based
upon the volume of our holdings, our business strategy, the strength and number of developers and other land buyers in
particular markets at given points in time, the availability of opportunities to sell land at acceptable prices and prevailing market
conditions.
Operating Income
.
Our homebuilding operating income increased
6%
in
2024
, as compared to the previous year, primarily
reflecting higher housing gross profits, partly offset by higher selling, general and administrative expenses. In
2024
and
2023
,
homebuilding operating income included total inventory-related charges of
$4.6 million
and
$11.4 million
, respectively, as
discussed in
Note 7
–
Inventory Impairments and Land Option Contract Abandonments
in the Notes to Consolidated Financial
Statements in this report. As a percentage of homebuilding revenues, our homebuilding operating income for
2024
decreased
20
basis points year over year to
11.1%
, mainly due to a lower housing gross profit margin. Excluding inventory-related
charges for both periods, our homebuilding operating income margin declined
30
basis points to
11.1%
in
2024
from
11.4%
in
2023
.
•
Housing Gross Profits – In
2024
, housing gross profits of
$1.45 billion
grew
7%
from the previous year, reflecting an
increase in housing revenues, partly offset by a decrease in our housing gross profit margin. Housing gross profits for
2024
and
2023
included inventory-related charges associated with housing operations of
$4.6 million
and
$11.4
million
, respectively.
Our housing gross profit margin for
2024
was
21.0%
, down
20
basis points from the previous year, primarily due to
product and geographic mix shifts of homes delivered and higher relative construction and land costs, largely offset by
decreases in both inventory-related charges and homebuyer concessions. As a percentage of housing revenues, the
amortization of previously capitalized interest associated with housing operations was
1.7%
for
2024
and
1.9%
for
2023
. Excluding the inventory-related charges associated with housing operations described above, our adjusted
housing gross profit margin decreased
30
basis points year over year to
21.1%
in
2024
. The calculation of adjusted
housing gross profit margin, which we believe provides a clearer measure of the performance of our business, is
described below under “Non-GAAP Financial Measures.”
•
Land Sale Profits – Land sale profits totaled
$1.5 million
for
2024
, compared to
$1.2 million
for
2023
.
31
•
Selling, General and Administrative Expenses – The following table presents the components of our selling, general
and administrative expenses (dollars in thousands):
|
Years Ended November 30,
|
|||||||||||
|
2024
|
% of
Housing
Revenues
|
2023
|
% of
Housing
Revenues
|
2022
|
% of
Housing
Revenues
|
||||||
|
Marketing expenses
|
$
158,108
|
2.3
%
|
$
143,577
|
2.2
%
|
$
136,262
|
2.0
%
|
|||||
|
Commission expenses (a)
|
238,327
|
3.5
|
222,743
|
3.5
|
220,466
|
3.2
|
|||||
|
General and administrative expenses
|
290,413
|
4.2
|
265,774
|
4.2
|
272,917
|
4.0
|
|||||
|
Total
|
$
686,848
|
10.0
%
|
$
632,094
|
9.9
%
|
$
629,645
|
9.2
%
|
|||||
(a)
Commission expenses include sales commissions on homes delivered paid to internal sales counselors and
external real estate brokers.
Selling, general and administrative expenses for
2024
increased
9%
from the prior year. As a percentage of housing
revenues, selling, general and administrative expenses for 2024 were nearly even with
2023
, primarily reflecting
higher costs, including marketing and other expenses associated with the increase in our community count during the
year to position our operations for growth, mostly offset by increased operating leverage from higher housing
revenues.
Interest Income/Expense and Other
.
In
2024
, interest income and other was comprised of interest income and a
$12.5
million
gain associated with the sale of a privately held technology company in which we held an ownership interest. Further
information regarding this gain is provided in
Note 11
–
Other Assets
in the Notes to Consolidated Financial Statements in this
report. In
2023
, interest income and other was comprised solely of interest income. Interest income, which is generated from
short-term investments, increased to
$19.6 million
in
2024
, compared to
$13.8 million
in
2023
due to our
higher average
balance of cash equivalents and
a
higher average interest rate in
2024
. Generally, increases and decreases in interest income are
attributable to changes in the interest-bearing average balances of short-term investments and fluctuations in interest rates.
We incur interest principally from our borrowings to finance land acquisitions, land development, home construction and
other operating and capital needs. The amount of interest incurred generally fluctuates based on the average amount of debt
outstanding for the period and the interest rate on that debt. In
2024
, total interest incurred of
$105.6 million
decreased from
$107.1 million
in
2023
primarily due to there being no borrowings under the Credit Facility in 2024. All interest incurred
during
2024
and
2023
was capitalized as the average amount of our inventory qualifying for interest capitalization was higher
than our average debt level for each period. As a result, we had no interest expense for
2024
or
2023
. Further information
regarding our interest incurred and capitalized is provided in
Note 6
–
Inventories
in the Notes to Consolidated Financial
Statements in this report.
Equity in Income (Loss)
of Unconsolidated Joint Ventures
.
Our equity in income of unconsolidated joint ventures was
$6.0 million
for
2024
, compared to a nominal equity in loss of unconsolidated joint ventures for
2023
. The year-over-year
improvement in
2024
mainly reflected homes delivered by an unconsolidated joint venture in California. In 2023, our
unconsolidated joint ventures did not deliver any homes. Further information regarding our investments in unconsolidated joint
ventures is provided in
Note 9
–
Investments in Unconsolidated Joint Ventures
in the Notes to Consolidated Financial
Statements in this report.
Net Orders, Backlog and Community Count.
The following table presents information about our net orders, cancellation
rate, ending backlog, and community count for the years ended
November 30, 2024
and
2023
(dollars in thousands):
|
Years Ended November 30,
|
||||
|
2024
|
2023
|
|||
|
Net orders
|
13,093
|
11,084
|
||
|
Net order value (a)
|
$
6,473,895
|
$
5,346,541
|
||
|
Cancellation rate (b)
|
14
%
|
26
%
|
||
|
Ending backlog — homes
|
4,434
|
5,510
|
||
|
Ending backlog — value
|
$
2,242,907
|
$
2,667,679
|
||
|
Ending community count
|
258
|
242
|
||
|
Average community count
|
248
|
245
|
||
32
(a)
Net order value represents potential future housing revenues associated with net orders generated during the period, as well
as homebuyer selections of lot and product premiums and design choices and options for homes in backlog during the same
period.
(b)
Cancellation rate represents the total number of contracts for new homes cancelled during a period divided by the total
(gross) orders for new homes generated during the same period.
Net Orders
. Net orders from our homebuilding operations for the year ended
November 30, 2024
grew
18%
from the
previous year, reflecting
an increase in the pace of monthly net orders per community to
4.4
in
2024
, compared to
3.8
in
2023
.
The value of our
2024
net orders rose
21%
year over year as a result of the net order growth and a
3%
increase in the overall
average selling price of net orders to
$494,500
. In
2024
, the year-over-year growth in our overall net order value reflected
increases in each of our homebuilding reporting segments, ranging from
13%
in our Southeast segment to
48%
in our Central
segment.
Our cancellation rate as a percentage of gross orders for the year ended
November 30, 2024
improved year over year,
reflecting buyers’ ability and willingness to close on their homes when available for delivery.
Backlog
. The number of homes in our backlog at
November 30, 2024
decreased
20%
from the previous year mainly due to
a
28%
improvement in our 2024 average
build
tim
e. Th
e potential future housing revenues in our backlog at
November 30,
2024
were down
16%
year over year, reflecting fewer homes in our backlog, partially offset by a
4%
increase in the average
selling price of those homes. Backlog value decreased in each of our four homebuilding reporting segments, with decreases in
value ranging from
5%
in our Central segment to
29%
in our Southeast segment. Based on our historical experience, a portion
of the homes in backlog will not result in homes delivered due to cancellations.
Community Count
. Our average community count for
2024
expanded slightly from the previous year, and our ending
community count grew
7%
. The year-over-year increase in our ending community count primarily reflected our investments in
land and land development in 2023 and 2024 generating new community openings over the past 12 months that exceeded the
number of communities selling out during the same period.
Our ending community count for 2024 also reflected a 58% year-
over-year increase in our investments in land and land development for the year, as discussed below under “Liquidity and
Capital Resources.”
HOMEBUILDING REPORTING SEGMENTS
Operational Data
. The following tables present information about our homes delivered, net orders, cancellation rates as a
percentage of gross orders, net order value, average community count, and ending backlog (number of homes and value) by
homebuilding reporting segment (dollars in thousands):
|
Years Ended November 30,
|
||||||||||||
|
Homes Delivered
|
Net Orders
|
Cancellation Rates
|
||||||||||
|
Segment
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
||||||
|
West Coast
|
4,316
|
3,365
|
3,982
|
3,623
|
14
%
|
17
%
|
||||||
|
Southwest
|
2,890
|
2,699
|
2,645
|
2,386
|
10
|
17
|
||||||
|
Central
|
4,051
|
4,506
|
3,917
|
2,784
|
14
|
40
|
||||||
|
Southeast
|
2,912
|
2,666
|
2,549
|
2,291
|
19
|
27
|
||||||
|
Total
|
14,169
|
13,236
|
13,093
|
11,084
|
14
%
|
26
%
|
||||||
|
|
Net Order Value
|
Average Community Count
|
||||||||||
|
Segment
|
2024
|
2023
|
Variance
|
2024
|
2023
|
Variance
|
||||||
|
West Coast
|
$
2,780,631
|
$
2,423,459
|
15
%
|
80
|
76
|
5
%
|
||||||
|
Southwest
|
1,225,604
|
1,032,334
|
19
|
43
|
44
|
(2)
|
||||||
|
Central
|
1,427,132
|
965,994
|
48
|
76
|
79
|
(4)
|
||||||
|
Southeast
|
1,040,528
|
924,754
|
13
|
49
|
46
|
7
|
||||||
|
Total
|
$
6,473,895
|
$
5,346,541
|
21
%
|
248
|
245
|
1
%
|
||||||
|
|
||||||||||||
33
|
November 30,
|
||||||||||||
|
|
Backlog – Homes
|
Backlog – Value
|
||||||||||
|
Segment
|
2024
|
2023
|
Variance
|
2024
|
2023
|
Variance
|
||||||
|
West Coast
|
1,211
|
1,545
|
(22)
%
|
$
874,364
|
$
1,025,381
|
(15)
%
|
||||||
|
Southwest
|
1,134
|
1,379
|
(18)
|
532,371
|
616,717
|
(14)
|
||||||
|
Central
|
1,133
|
1,267
|
(11)
|
436,093
|
458,593
|
(5)
|
||||||
|
Southeast
|
956
|
1,319
|
(28)
|
400,079
|
566,988
|
(29)
|
||||||
|
Total
|
4,434
|
5,510
|
(20)
%
|
$
2,242,907
|
$
2,667,679
|
(16)
%
|
||||||
As discussed above under
Item 1 – Business
in this report, the composition of our homes delivered, net orders and backlog
shifts with the product and geographic mix of our active communities and the corresponding average selling prices of the
homes ordered and/or delivered at these communities in any particular period, changing as new communities open and existing
communities wind down or sell out in the ordinary course. In addition, with our
Built to Order
model, the selling prices of
individual homes within a community may vary due to differing lot sizes and locations, home square footage, product
premiums and the design choices and options buyers select. These intrinsic variations in our business limit the comparability of
our homes delivered, net orders and backlog, as well as their corresponding values, between sequential and year-over-year
periods, in addition to the effect of prevailing economic or housing market conditions in or across any particular periods.
Financial Results
. Below is a discussion of the financial results of each of our homebuilding reporting segments. Further
information regarding these segments, including their pretax income (loss), is included in
Note 2
–
Segment Information
in the
Notes to Consolidated Financial Statements in this report. The difference between each homebuilding reporting segment’s
operating income (loss) and pretax income (loss) is generally due to the equity in income (loss) of unconsolidated joint
ventures, which is also presented in
Note 2
–
Segment Information
in the Notes to Consolidated Financial Statements in this
report, and/or interest income and expense.
In addition to the results of our homebuilding reporting segments presented below, our consolidated homebuilding
operating income includes the results of Corporate and other, a non-operating segment described in
Note 2
–
Segment
Information
in the Notes to Consolidated Financial Statements in this report. Corporate and other had operating losses of
$149.0 million
in
2024
,
$142.6 million
in
2023
and
$145.3 million
in
2022
.
The financial results of our homebuilding reporting segments for
2024
and
2023
were impacted to varying degrees by
homebuyer concessions we selectively extended to buyers in conjunction with our targeted sales strategies, as well as product
and geographic mix shifts of homes delivered.
West Coast
. The following table presents financial information related to our West Coast homebuilding reporting segment
for the years indicated (dollars in thousands, except average selling price):
|
|
Years Ended November 30,
|
Variance
|
|||||||
|
|
2024
|
2023
|
2022
|
2024 vs 2023
|
2023 vs 2022
|
||||
|
Revenues
|
$
2,932,058
|
$
2,321,093
|
$
3,050,506
|
26
%
|
(24)
%
|
||||
|
Construction and land costs
|
(2,367,008)
|
(1,888,422)
|
(2,345,754)
|
(25)
|
19
|
||||
|
Selling, general and administrative
expenses
|
(195,436)
|
(165,712)
|
(184,619)
|
(18)
|
10
|
||||
|
Operating income
|
$
369,614
|
$
266,959
|
$
520,133
|
38
%
|
(49)
%
|
||||
|
Homes delivered
|
4,316
|
3,365
|
4,186
|
28
%
|
(20)
%
|
||||
|
Average selling price
|
$
679,300
|
$
689,800
|
$
728,700
|
(2)
%
|
(5)
%
|
||||
|
Operating income as a percentage of
revenues
|
12.6
%
|
11.5
%
|
17.1
%
|
110
bps
|
(560)
bps
|
||||
In
2024
, this segment’s revenues were comprised of housing revenues and nominal land sale revenues. In
2023
, revenues
were generated solely from housing revenues. Housing revenues for
2024
grew
26%
from
2023
due to an increase in the
number of homes delivered, partly offset by a decrease in their average selling price. Operating income for
2024
was also up
year over year, reflecting higher housing gross profits, partially offset by higher selling, general and administrative expenses.
As a percentage of revenues, this segment’s
2024
operating income increased from the previous year, reflecting a
70
basis-point
expansion in the housing gross profit margin to
19.3%
and a
40
basis-point improvement in selling, general and administrative
expenses as a percentage of housing revenues to
6.7%
. The housing gross profit margin expansion primarily reflected lower
34
relative construction and land costs, increased operating leverage from higher housing revenues, a decrease in homebuyer
concessions and product and geographic mix shifts of homes delivered. Inventory-related charges associated with housing
operations decreased to
$2.9 million
in
2024
, compared to
$4.9 million
in
2023
. The year-over-year improvement in selling,
general and administrative expenses as a percentage of housing revenues was mainly due to improved operating leverage from
increased housing revenues, partly offset by higher costs including marketing and other expenses associated with our expanded
community count in this segment.
Southwest
. The following table presents financial information related to our Southwest homebuilding reporting segment
for the years indicated (dollars in thousands, except average selling price):
|
|
Years Ended November 30,
|
Variance
|
|||||||
|
|
2024
|
2023
|
2022
|
2024 vs 2023
|
2023 vs 2022
|
||||
|
Revenues
|
$
1,309,950
|
$
1,169,948
|
$
1,110,045
|
12
%
|
5
%
|
||||
|
Construction and land costs
|
(984,730)
|
(896,089)
|
(789,651)
|
(10)
|
(13)
|
||||
|
Selling, general and administrative
expenses
|
(96,438)
|
(85,235)
|
(82,002)
|
(13)
|
(4)
|
||||
|
Operating income
|
$
228,782
|
$
188,624
|
$
238,392
|
21
%
|
(21)
%
|
||||
|
Homes delivered
|
2,890
|
2,699
|
2,592
|
7
%
|
4
%
|
||||
|
Average selling price
|
$
453,300
|
$
431,200
|
$
428,300
|
5
%
|
1
%
|
||||
|
Operating income as a percentage of
revenues
|
17.5
%
|
16.1
%
|
21.5
%
|
140
bps
|
(540)
bps
|
||||
This segment’s revenues in
2024
were generated solely from housing revenues. In
2023
, revenues were comprised of both
housing revenues and land sale revenues. Housing revenues for
2024
grew
13%
year over year, reflecting increases in both the
number of homes delivered and their average selling price. Land sale revenues totaled
$6.0 million
in
2023
. Operating income
rose from the previous year, primarily due to higher housing gross profits, partly offset by higher selling, general and
administrative expenses and the absence of land sale profits in 2024. Land sale profits totaled
$1.1 million
in
2023
. As a
percentage of revenues, operating income increased year over year, primarily due to a
140
basis-point expansion in the housing
gross profit margin to
24.8%
, with selling, general and administrative expenses as a percentage of housing revenues nearly even
at
7.4%
. The year-over-year improvement in the housing gross profit margin mainly reflected lower relative construction and
land costs, increased operating leverage from higher housing revenues, a decrease in homebuyer concessions, and product and
geographic mix shifts of homes delivered.
Central
. The following table presents financial information related to our Central homebuilding reporting segment for the
years indicated (dollars in thousands, except average selling price):
|
|
Years Ended November 30,
|
Variance
|
|||||||
|
|
2024
|
2023
|
2022
|
2024 vs 2023
|
2023 vs 2022
|
||||
|
Revenues
|
$
1,452,794
|
$
1,831,914
|
$
1,749,231
|
(21)
%
|
5
%
|
||||
|
Construction and land costs
|
(1,136,420)
|
(1,420,063)
|
(1,336,986)
|
20
|
(6)
|
||||
|
Selling, general and administrative
expenses
|
(144,942)
|
(153,248)
|
(140,248)
|
5
|
(9)
|
||||
|
Operating income
|
$
171,432
|
$
258,603
|
$
271,997
|
(34)
%
|
(5)
%
|
||||
|
Homes delivered
|
4,051
|
4,506
|
4,339
|
(10)
%
|
4
%
|
||||
|
Average selling price
|
$
357,800
|
$
405,500
|
$
403,100
|
(12)
%
|
1
%
|
||||
|
Operating income as a percentage of
revenues
|
11.8
%
|
14.1
%
|
15.6
%
|
(230)
bps
|
(150)
bps
|
||||
This segment’s revenues in
2024
and
2023
were comprised of both housing revenues and land sale revenues. Housing
revenues for
2024
declined
21%
from the prior year to
$1.45 billion
, reflecting decreases in both the number of homes delivered
and the average selling price of those homes. Land sale revenues were
$3.2 million
in
2024
, compared to
$4.7 million
in
2023
.
Operating income for
2024
was down year over year mainly due to lower housing gross profits, partly offset by lower selling,
general and administrative expenses. Land sale profits were
$1.1 million
in
2024
, compared to
$.1 million
in
2023
. As a
percentage of revenues, operating income declined from the previous year, reflecting an
80
basis-point decrease in the housing
35
gross profit margin to
21.7%
and a
150
basis-point increase in selling, general and administrative expenses as a percentage of
housing revenues to
10.0%
. The year-over-year decline in the housing gross profit margin was mainly driven by higher relative
construction and land costs, product and geographic mix shifts of homes delivered, and reduced operating leverage from lower
housing revenues, partly offset by a decrease in amortization of previously capitalized interest. The housing gross profit margin
for
2024
included inventory-related charges of
$.8 million
, compared to
$2.5 million
in
2023
. The year-over-year increase in
selling, general and administrative expenses as a percentage of housing revenues was primarily due to reduced operating
leverage from lower housing revenues.
Southeast
.
The following table presents financial information related to our Southeast homebuilding reporting segment for
the years indicated (dollars in thousands, except average selling price):
|
|
Years Ended November 30,
|
Variance
|
|||||||
|
|
2024
|
2023
|
2022
|
2024 vs 2023
|
2023 vs 2022
|
||||
|
Revenues
|
$
1,207,437
|
$
1,058,151
|
$
970,580
|
14
%
|
9
%
|
||||
|
Construction and land costs
|
(956,682)
|
(815,760)
|
(731,813)
|
(17)
|
(11)
|
||||
|
Selling, general and administrative
expenses
|
(107,642)
|
(95,262)
|
(86,585)
|
(13)
|
(10)
|
||||
|
Operating income
|
$
143,113
|
$
147,129
|
$
152,182
|
(3)
%
|
(3)
%
|
||||
|
Homes delivered
|
2,912
|
2,666
|
2,621
|
9
%
|
2
%
|
||||
|
Average selling price
|
$
414,600
|
$
396,900
|
$
370,300
|
4
%
|
7
%
|
||||
|
Operating income as a percentage of
revenues
|
11.9
%
|
13.9
%
|
15.7
%
|
(200)
bps
|
(180)
bps
|
||||
This segment’s revenues for
2024
and
2023
were generated solely from housing operations. In
2024
, housing revenues
grew year over year due to increases in both the number of homes delivered and the average selling price of those homes.
Operating income was down from
2023
, reflecting higher selling, general and administrative expenses, partly offset by higher
housing gross profits. As a percentage of revenues, operating income decreased from
2023
primarily due to a
210
basis-point
decline in the housing gross profit margin to
20.8%
that mainly reflected higher relative construction and land costs, and
product and geographic mix shifts of homes delivered, partly offset by a decrease in inventory-related charges and
improved
operating leverage from higher housing revenues
. In
2024
, inventory-related charges associated with housing operations were
$.5 million
, compared to
$4.0 million
in
2023
. Selling, general and administrative expenses as a percentage of housing
revenues improved
10
basis points year over year to
8.9%
.
FINANCIAL SERVICES REPORTING SEGMENT
The following table presents a summary of selected financial and operational data for our financial services reporting
segment (dollars in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues
|
$
27,847
|
$
29,523
|
$
23,414
|
||
|
Expenses
|
(6,133)
|
(5,726)
|
(5,762)
|
||
|
Equity in income of unconsolidated joint ventures
|
27,176
|
15,697
|
20,799
|
||
|
Pretax income
|
$
48,890
|
$
39,494
|
$
38,451
|
||
|
Total originations (a):
|
|||||
|
Loans
|
10,241
|
9,167
|
8,402
|
||
|
Principal
|
$
4,109,025
|
$
3,630,734
|
$
3,335,837
|
||
|
Percentage of homebuyers using KBHS
|
87
%
|
83
%
|
71
%
|
||
|
Average FICO score
|
743
|
736
|
734
|
||
36
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Loans sold (a):
|
|||||
|
Loans sold to GR Alliance
|
9,240
|
9,017
|
7,563
|
||
|
Principal
|
$
3,682,769
|
$
3,588,618
|
$
3,026,290
|
||
|
Loans sold to other third parties
|
1,121
|
347
|
861
|
||
|
Principal
|
$
469,207
|
$
123,258
|
$
287,436
|
||
|
Mortgage loan origination mix (a):
|
|||||
|
Conventional/non-conventional loans
|
53
%
|
59
%
|
67
%
|
||
|
FHA loans
|
35
%
|
27
%
|
20
%
|
||
|
Other government loans
|
12
%
|
14
%
|
13
%
|
||
|
Loan type (a):
|
|||||
|
Fixed
|
84
%
|
92
%
|
98
%
|
||
|
ARM
|
16
%
|
8
%
|
2
%
|
(a)
Loan originations and sales occurred within
KBHS
.
Revenues.
Our financial services reporting segment, which includes the operations of KB HOME Mortgage Company,
generates revenues primarily from insurance commissions and title services.
In
2024
, financial services revenues declined
6%
year over year due to decreases in both insurance commissions and title services revenues.
Pretax income.
Our financial services pretax income for
2024
grew
24%
from the previous year, reflecting an increase in
the equity in income of our unconsolidated joint venture,
KBHS
, partly offset by a decrease in operating income from our
insurance and title services businesses. In
2024
, the equity in income of our unconsolidated joint ventures rose
73%
year over
year as a result of an increase in
KBHS
’ income. The year-over-year growth in
KBHS
’ income was primarily due to a gain of
$2.1 million
in the fair value of interest rate lock commitments (“
IRLCs
”) in
2024
, compared to losses of
$16.0 million
in 2023.
Also contributing to the year-over-year increase in
KBHS
’ income was a higher principal amount of loans originated, which
mainly reflected increases in both the number of homes we delivered and the percentage of homebuyers using
KBHS
. In 2024,
87%
of the buyers financing their home purchases used
KBHS
, compared to
83%
in the prior year. Further information
regarding our investments in unconsolidated joint ventures is provided in
Note 9
–
Investments in Unconsolidated Joint
Ventures
in the Notes to Consolidated Financial Statements in this report.
INCOME TAXES
Income Tax Expense
. Our income tax expense and effective income tax rate were as follows (dollars in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Income tax expense
|
$
195,900
|
$
181,100
|
$
255,400
|
||
|
Effective income tax rate
|
23.0
%
|
23.5
%
|
23.8
%
|
||
Our effective tax rate for
2024
was slightly lower than the previous year, mainly due to a
$4.0 million
decrease in state
taxes, a
$2.4 million
increase in excess tax benefits related to stock-based compensation and a
$1.5 million
decrease in non-
deductible compensation expense, partly offset by a
$5.9 million
decline in
Section 45L
tax credits we recognized primarily
from building energy-efficient homes.
The IRA tied Section 45L tax credit qualification for energy-efficient homes built on and after January 1, 2023 to new
homes achieving ENERGY STAR certification. Based on guidance the IRS issued in September 2023, fewer of the ENERGY
STAR homes we build in California meet the heightened qualification standard the IRS selected for homes built in that state
relative to other states.
The heightened tax credit qualifications
contributed to
our recognizing less Section 45L tax credits in
2024 than in 2023. Subject to future guidance, regulation or legislation, we have opted to build homes in many of our markets
beginning in 2025
to an alternate version of ENERGY STAR under which our homes delivered will continue to be highly
energy efficient and qualify for
ENERGY STAR
certification but not qualify for
Section 45L
tax credits, as we believe the
additional costs necessary for some of our homes to satisfy the higher
Section 45L
standards outweigh the possible benefits
37
from meeting them for both our business and our buyers. Therefore, we expect to realize fewer such tax credits compared to
prior periods, including in 2025 and future years as compared to
2024
.
On June 27, 2024, California enacted Senate Bill 167
(“SB-167”),
which, among other things, suspended California net
operating loss (“
NOL
”) utilization and imposed a cap
of $5.0 million on the amount of California business incentive tax credits
companies can utilize, effective for tax years beginning on or after January 1, 2024 and before January 1, 2027. This act
suspends our ability to use our California
NOL
s for the years ended November 30, 2025 through 2027. SB-167 includes an
extended carryover period for the suspended California
NOL
s with an additional year carryforward for each year of suspension.
T
his act had no impact on our income tax expense for the year ended
November 30, 2024
and will have no impact on our
income tax expense in future periods
. However, it is expected to impact the timing of tax payments, resulting in a higher
amount of taxes paid for the years ended November 30, 2025 through 2027 and a lower amount of taxes paid when the
California NOLs can be utilized.
Under current accounting standards, we expect volatility in our income tax expense in future periods, the magnitude of
which will depend on, among other factors, the price of our common stock and the timing and volume of stock-based
compensation award activity, such as employee exercises of stock options and the vesting of restricted stock awards and
performance-based restricted stock units (each, a “
PSU
”).
Further information regarding our income taxes is provided in
Note 14
–
Income Taxes
in the Notes to Consolidated
Financial Statements in this report.
NON-GAAP FINANCIAL MEASURES
This report contains information about our adjusted housing gross profit margin, which is not calculated in accordance with
generally accepted accounting principles (“
GAAP
”). We believe this non-
GAAP
financial measure is relevant and useful to
investors in understanding our operations, and may be helpful in comparing us with other companies in the homebuilding
industry to the extent they provide similar information. However, because it is not calculated in accordance with
GAAP
, this
non-
GAAP
financial measure may not be completely comparable to other companies in the homebuilding industry and, thus,
should not be considered in isolation or as an alternative to operating performance and/or financial measures prescribed by
GAAP
. Rather, this non-
GAAP
financial measure should be used to supplement the most directly comparable
GAAP
financial
measure in order to provide a greater understanding of the factors and trends affecting our operations.
Adjusted Housing Gross Profit Margin.
The following table reconciles our housing gross profit margin calculated in
accordance with
GAAP
to the non-
GAAP
financial measure of our adjusted housing gross profit margin (dollars in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Housing revenues
|
$
6,898,667
|
$
6,370,421
|
$
6,880,362
|
||
|
Housing construction and land costs
|
(5,449,382)
|
(5,020,783)
|
(5,210,802)
|
||
|
Housing gross profits
|
1,449,285
|
1,349,638
|
1,669,560
|
||
|
Add: Inventory-related charges (a)
|
4,597
|
11,424
|
34,760
|
||
|
Adjusted housing gross profits
|
$
1,453,882
|
$
1,361,062
|
$
1,704,320
|
||
|
Housing gross profit margin as a percentage of housing revenues
|
21.0
%
|
21.2
%
|
24.3
%
|
||
|
Adjusted housing gross profit margin as a percentage of housing revenues
|
21.1
%
|
21.4
%
|
24.8
%
|
||
(a)
Represents inventory impairment and land option contract abandonment charges associated with housing operations.
Adjusted housing gross profit margin is a non-
GAAP
financial measure, which we calculate by dividing housing revenues
less housing construction and land costs excluding housing inventory impairment and land option contract abandonment
charges (as applicable) recorded during a given period, by housing revenues. The most directly comparable
GAAP
financial
measure is housing gross profit margin. We believe adjusted housing gross profit margin is a relevant and useful financial
measure to investors in evaluating our performance as it measures the gross profits we generated specifically on the homes
delivered during a given period. This non-
GAAP
financial measure isolates the impact that the housing inventory impairment
and land option contract abandonment charges have on housing gross profit margins, and allows investors to make comparisons
with our competitors that adjust housing gross profit margins in a similar manner. We also believe investors will find adjusted
housing gross profit margin relevant and useful because it represents a profitability measure that may be compared to a prior
38
period without regard to variability of housing inventory impairment and land option contract abandonment charges. This
financial measure assists us in making strategic decisions regarding community location and product mix, product pricing and
construction pace.
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
As of
November 30, 2024
, we had
$1.34 billion
in aggregate principal amount of outstanding senior notes,
no
borrowings
outstanding under the
Credit Facility
and
$360.0 million
in aggregate principal amount of borrowings outstanding under the
Term Loan
. Our obligations to pay principal and interest on the senior notes and borrowings, if any, under the
Credit Facility
and the
Term Loan
are guaranteed on a joint and several basis by certain of our subsidiaries (“
Guarantor Subsidiaries
”), which
are listed on Exhibit 22. Our other subsidiaries, including all of our subsidiaries associated with our financial services
operations, do not guarantee any such indebtedness (collectively, “
Non-Guarantor Subsidiaries
”), although we may cause a
Non-Guarantor Subsidiary to become a Guarantor Subsidiary if we believe it to be in our or the relevant subsidiary’s best
interest. See
Note 15
–
Notes Payable
in the Notes to Consolidated Financial Statements in this report for additional
information regarding the terms of our senior notes, the
Credit Facility
and the
Term Loan
.
The guarantees are full and unconditional and the
Guarantor Subsidiaries
are 100% owned by us. The guarantees are
senior unsecured obligations of each of the
Guarantor Subsidiaries
and rank equally in right of payment with all unsecured and
unsubordinated indebtedness and guarantees of such
Guarantor Subsidiaries
. The guarantees are effectively subordinated to
any secured indebtedness of such
Guarantor Subsidiaries
to the extent of the value of the assets securing such indebtedness, and
structurally subordinated to indebtedness and other liabilities of
Non-Guarantor Subsidiaries
.
Pursuant to the terms of the indenture governing the senior notes and the terms of the
Credit Facility
and
Term Loan
, if any
of the
Guarantor Subsidiaries
ceases to be a “significant subsidiary” as defined by Rule 1-02 of Regulation S-X using a 5%
rather than a 10% threshold (provided that the assets of our
Non-Guarantor Subsidiaries
do not in the aggregate exceed 10% of
an adjusted measure of our consolidated total assets), it will be automatically and unconditionally released and discharged from
its guaranty of the senior notes, the
Credit Facility
and the
Term Loan
so long as all guarantees by such Guarantor Subsidiary of
any other of our or our subsidiaries’ indebtedness are terminated at or prior to the time of such release.
The following tables present summarized financial information for KB Home and the
Guarantor Subsidiaries
on a
combined basis, excluding unconsolidated joint ventures and after the elimination of (a) intercompany transactions and balances
between KB Home and the
Guarantor Subsidiaries
and (b) equity in earnings from and investments in the
Non-Guarantor
Subsidiaries
. See
Note 9
–
Investments in Unconsolidated Joint Ventures
in the Notes to Consolidated Financial Statements in
this report for additional information regarding our unconsolidated joint ventures.
|
November 30,
2024
|
||
|
Summarized Balance Sheet Data (in thousands)
|
||
|
Assets
|
||
|
Cash
|
$
543,233
|
|
|
Inventories
|
4,981,097
|
|
|
Amounts due from Non-Guarantor Subsidiaries
|
500,321
|
|
|
Total assets
|
6,657,479
|
|
|
Liabilities and Stockholders’ Equity
|
||
|
Notes payable
|
1,691,679
|
|
|
Amounts due to Non-Guarantor Subsidiaries
|
382,356
|
|
|
Total liabilities
|
2,928,169
|
|
|
Stockholders’ equity
|
3,729,310
|
|
39
|
Year Ended
November 30,
2024
|
||
|
Summarized Statement of Operations Data (in thousands)
|
||
|
Revenues
|
$
6,306,940
|
|
|
Construction and land costs
|
(4,962,430)
|
|
|
Selling, general and administrative expenses
|
(653,832)
|
|
|
Interest income from Non-Guarantor Subsidiaries
|
31,164
|
|
|
Pretax income
|
753,018
|
|
|
Net income
|
570,818
|
LIQUIDITY AND CAPITAL RESOURCES
Overview.
We have funded our homebuilding and financial services activities over the last several years with:
•
internally generated cash flows;
•
public issuances of debt securities;
•
borrowings under the
Credit Facility
;
•
the
Term Loan
;
•
land option contracts and other similar contracts and seller notes;
•
public issuances of our common stock; and
•
letters of credit and performance bonds.
We manage our use of cash in the operation of our business to support the execution of our primary strategic goals. Over
the past several years, we have primarily used cash for:
•
land acquisitions and land development;
•
home construction;
•
operating expenses;
•
principal and interest payments on notes payable;
•
repayments of borrowings under the
Credit Facility
;
•
dividends paid to stockholders; and
•
repurchases of our common stock.
Cash flows for each of our communities depend on their stage of development and can differ significantly from reported
earnings. Early stages of development or expansion can require significant cash outflows for land acquisition, entitlements,
land development, and construction of roads, utilities, landscaping, model homes and other items. Because these costs are
capitalized as a component of our inventories and are not recognized in our statement of operations until a home is delivered,
we incur significant cash outflows prior to recognizing earnings from a delivered home. As homes are delivered, which in
some cases may be a year or more after the related land development or entitlement work commences, cash inflows may
significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with the land and home
construction were previously incurred.
We ended
2024
with total liquidity of
$1.68 billion
, including cash and cash equivalents and
$1.08 billion
of available
capacity under the
Credit Facility
.
Cash and cash equivalents totaled
$598.0 million
at
November 30, 2024
, compared to
$727.1 million
at November 30, 2023. Cash equivalents included in the total were
$385.1 million
at
November 30, 2024
and
$508.2 million
at
November 30, 2023
, and
were mainly invested in interest-bearing bank deposit accounts and money market
funds
. We had no cash borrowings outstanding under the
Credit Facility
as of
November 30, 2024
. Based on our financial
position as of
November 30, 2024
, and our business forecast for 2025 as discussed below under “Outlook,” we have no material
concerns related to our liquidity. We believe that our existing cash and cash equivalents, our anticipated cash flows from
operations and amounts available under our
Credit Facility
will be sufficient to fund our anticipated operating and land-related
investment needs for at least the next 12 months.
Cash Requirements
. Our material cash requirements include the following contractual and other obligations:
Notes Payable
. We have outstanding variable-rate borrowings under the
Term Loan
, and outstanding fixed-rate senior
notes and mortgages and land contracts due to land sellers and other loans with varying maturities. As of
November 30, 2024
,
our notes payable had an aggregate principal amount of
$1.70 billion
, with
$.5 million
payable within 12 months. Future
interest payments associated with the
Term Loan
and our senior notes, together with the unused commitment fee associated
40
with our
Credit Facility
, totaled
$421.7 million
as of
November 30, 2024
, with
$102.1 million
payable within 12 months. The
Term Loan
will mature on
August 25, 2026
. Our next senior note maturity is our $300.0 million in aggregate principal amount
of
6.875% Senior Notes due 2027
. Further information regarding our notes payable is provided in
Note 15
–
Notes Payable
in
the Notes to Consolidated Financial Statements in this report.
Leases
. We have operating leases for certain property and equipment with an expected term at the commencement date of
more than 12 months. As of
November 30, 2024
, the future minimum payments required under these leases totaled
$22.3
million
, with
$10.6 million
payable within 12 months. Further information regarding our leases is provided in
Note 13
–
Leases
in the Notes to Consolidated Financial Statements in this report.
Inventory-Related Obligations
. As of
November 30, 2024
, we had inventory-related obligations totaling
$44.4 million
,
comprised of liabilities for inventory not owned associated with financing arrangements as discussed in
Note 8
–
Variable
Interest Entities
in the Notes to Consolidated Financial Statements in this report, as well as liabilities for fixed or determinable
amounts associated with tax increment financing entity (“
TIFE
”) assessments. Approximately
$11.6 million
of these inventory-
related obligations are payable within 12 months. However,
TIFE
assessment obligations are paid by us only to the extent we
do not deliver homes on applicable lots before the related
TIFE
obligations mature.
Investments in Land and Land Development.
Our investments in land and land development increased
58%
to
$2.84 billion
in
2024
, compared to
$1.80 billion
in
2023
. Land acquisition expenditures, which are included in our investments
in land and land development, increased
166%
to
$1.24 billion
from
$465.8 million
in the year-earlier period. Approximately
44%
of our total investments in land and land development in
2024
were related to land acquisitions, compared to
approximately
26%
in
2023
. While we made strategic investments in land and land development in each of our homebuilding
reporting segments during
2024
and
2023
, approximately
58%
and
56%
, respectively, of these investments for each year were
made in our West Coast homebuilding reporting segment.
In 2025, we intend to continue to invest in and develop land positions within attractive submarkets and selectively acquire
or control additional land that meets our investment standards. While we expect our land acquisition activity to increase in
2025 as compared to
2024
, our investments in land and land development in the future will depend significantly on market
conditions and available opportunities that meet our investment return standards.
The following table presents the number of lots we owned or controlled under land option contracts and other similar
contracts and the carrying value of inventory by homebuilding reporting segment (dollars in thousands):
|
November 30, 2024
|
November 30, 2023
|
Variance
|
||||||||||
|
Segment
|
Lots
|
Carrying Value
|
Lots
|
Carrying Value
|
Lots
|
Carrying Value
|
||||||
|
West Coast
|
23,956
|
$
2,915,543
|
18,220
|
$
2,455,336
|
5,736
|
$
460,207
|
||||||
|
Southwest
|
13,117
|
845,910
|
7,017
|
830,514
|
6,100
|
15,396
|
||||||
|
Central
|
21,056
|
839,920
|
17,328
|
942,168
|
3,728
|
(102,248)
|
||||||
|
Southeast
|
18,574
|
926,647
|
13,411
|
905,628
|
5,163
|
21,019
|
||||||
|
Total
|
76,703
|
$
5,528,020
|
55,976
|
$
5,133,646
|
20,727
|
$
394,374
|
||||||
The number and carrying value of lots we owned or controlled under land option contracts and other similar contracts at
November 30, 2024
increased year over year, reflecting land investments in 2024, partly offset by homes delivered and our
abandonment of
8,389
previously controlled lots. The number of lots we owned and controlled as of
November 30, 2024
increased
37%
from
November 30, 2023
. The number of lots in inventory as of
November 30, 2024
included
18,923
lots under
contract where the associated deposits were refundable at our discretion, compared to
6,260
of such lots at
November 30, 2023
.
Our lots controlled under land option contracts and other similar contracts as a percentage of total lots was
49%
at
November 30, 2024
, compared to
27%
at
November 30, 2023
. Generally, this percentage fluctuates with our decisions to
control (or abandon) lots under land option contracts and other similar contracts or to purchase (or sell owned) lots based on
available opportunities and our investment return standards.
Land Option Contracts and Other Similar Contracts.
As discussed in
Note 8
–
Variable Interest Entities
in the Notes to
Consolidated Financial Statements in this report, our land option contracts and other similar contracts generally do not contain
provisions requiring our specific performance. Our decision to exercise a particular land option contract or other similar
contract depends on the results of our due diligence reviews and ongoing market and project feasibility analysis that we conduct
after entering into such a contract. In some cases, our decision to exercise a land option contract or other similar contract may
be conditioned on the land seller obtaining necessary entitlements, such as zoning rights and environmental and development
approvals, and/or physically developing the underlying land by a pre-determined date. We typically have the ability not to
41
exercise our rights to the underlying land for any reason and, if applicable, forfeit our deposits without further penalty or
obligation to the sellers. If we were to acquire all the land we had under land option contracts and other similar contracts at
November 30, 2024
, we estimate the remaining purchase price to be paid would be as follows:
2025 –
$1.42 billion
;
2026 –
$670.2 million
; 2027 –
$243.9 million
; 2028 –
$116.5 million
; 2029 –
$58.1 million
; and thereafter –
$0
.
Liquidity.
The table below summarizes our total cash and cash equivalents, and total liquidity (in thousands):
|
November 30,
|
||||
|
2024
|
2023
|
|||
|
Cash and cash equivalents
|
$
597,973
|
$
727,076
|
||
|
Credit Facility commitment
|
1,090,000
|
1,090,000
|
||
|
Letters of credit outstanding under the Credit Facility
|
(8,260)
|
(6,650)
|
||
|
Credit Facility availability
|
1,081,740
|
1,083,350
|
||
|
Total liquidity
|
$
1,679,713
|
$
1,810,426
|
||
Capital Resources.
Our notes payable consisted of the following (in thousands):
|
November 30,
|
|||||
|
2024
|
2023
|
Variance
|
|||
|
Term Loan
|
$
358,826
|
$
358,156
|
$
670
|
||
|
Senior notes
|
1,329,704
|
1,327,934
|
1,770
|
||
|
Mortgages and land contracts due to land sellers and other loans
|
3,149
|
3,808
|
(659)
|
||
|
Total
|
$
1,691,679
|
$
1,689,898
|
$
1,781
|
||
Our financial leverage, as measured by the ratio of debt to capital, improved
130 basis points
to
29.4%
at
November 30,
2024
, compared to
30.7%
at
November 30, 2023
. The ratio of debt to capital is calculated by dividing notes payable by capital
(notes payable plus stockholders’ equity).
LOC Facility
. We maintain a
LOC Facility
to obtain letters of credit from time to time in the ordinary course of operating
our business. On September 12, 2024, we entered into an amendment to the
LOC Facility
that increased the limit of letters of
credit we may issue under it from $75.0 million to $100.0 million, and extended the expiration date from February 18, 2027 to
February 13, 2028. As of
November 30, 2024
and
2023
, we had letters of credit outstanding under the
LOC Facility
of
$73.3
million
and
$12.5 million
, respectively.
Performance Bonds
. As discussed in
Note 17
–
Commitments and Contingencies
in the Notes to Consolidated Financial
Statements in this report, we had
$1.33 billion
and
$1.32 billion
of performance bonds outstanding at
November 30, 2024
and
2023
, respectively.
Unsecured Revolving Credit Facility
. We have a
$1.09 billion
Credit Facility
that will mature on
February 18, 2027
. The
Credit Facility
contains an uncommitted accordion feature under which its aggregate principal amount of available loans can be
increased to a maximum of $1.29 billion under certain conditions, including obtaining additional bank commitments. The
amount of the
Credit Facility
available for cash borrowings and the issuance of letters of credit depends on the total cash
borrowings and letters of credit outstanding under the
Credit Facility
and the maximum available amount under the terms of the
Credit Facility
. As of
November 30, 2024
, we had
no
cash borrowings and
$8.3 million
of letters of credit outstanding under
the
Credit Facility
. The
Credit Facility
is further described in
Note 15
–
Notes Payable
in the Notes to Consolidated Financial
Statements in this report.
Under the terms of the
Credit Facility
and the
Term Loan
, we are required, among other things, to maintain compliance
with various covenants, including financial covenants regarding our consolidated tangible net worth, consolidated leverage ratio
(“
Leverage Ratio
”), and either a consolidated interest coverage ratio (“
Interest Coverage Ratio
”) or minimum liquidity level,
each as defined therein. Our compliance with these financial covenants is measured by calculations and metrics that are
specifically defined or described by the terms of the
Credit Facility
and the
Term Loan
and can differ in certain respects from
comparable
GAAP
or other commonly used terms. The financial covenant requirements under the
Credit Facility
and the
Term
Loan
are set forth below:
42
•
Consolidated tangible net worth – We must maintain a consolidated tangible net worth at the end of any fiscal quarter
greater than or equal to the sum of (a) $2.09 billion, plus (b) an amount equal to 50% of the aggregate of the
cumulative consolidated net income for each fiscal quarter commencing after November 30, 2021 and ending as of the
last day of such fiscal quarter (though there is no reduction if there is a consolidated net loss in any fiscal quarter), plus
(c) an amount equal to 50% of the cumulative net proceeds we receive from the issuance of our capital stock after
November 30, 2021.
•
Leverage Ratio
– We must also maintain a
Leverage Ratio
of less than or equal to .60 at the end of each fiscal quarter.
The
Leverage Ratio
is calculated as the ratio of our consolidated total indebtedness to the sum of consolidated total
indebtedness and consolidated tangible net worth, all as defined under the
Credit Facility
and the
Term Loan
.
•
Interest Coverage Ratio
or liquidity – We are also required to maintain either (a) an
Interest Coverage Ratio
of greater
than or equal to 1.50 at the end of each fiscal quarter; or (b) a minimum level of liquidity, but not both. The
Interest
Coverage Ratio
is the ratio of our consolidated adjusted EBITDA to consolidated interest incurred, each as defined
under the
Credit Facility
and the
Term Loan
, in each case for the previous 12 months. Our minimum liquidity is
required to be greater than or equal to consolidated interest incurred, as defined under the
Credit Facility
and the Term
Loan, for the four most recently ended fiscal quarters in the aggregate.
In addition, under the
Credit Facility
and the
Term Loan
, our equity investments in joint ventures and Non-Guarantor
Subsidiaries and other unconsolidated entities as of the end of each fiscal quarter cannot exceed the sum of (a) $104.8 million
and (b) 20% of consolidated tangible net worth. Further, for so long as we do not hold an investment grade credit rating, as
defined under the
Credit Facility
and the
Term Loan
, the
Credit Facility
and the
Term Loan
do not permit our borrowing base
indebtedness, which, subject to certain exceptions, is the aggregate principal amount of our and certain of our subsidiaries’
outstanding indebtedness for borrowed money and non-collateralized financial letters of credit, to be greater than our borrowing
base (a measure relating to our inventory and unrestricted cash assets).
The covenants and other requirements under the
Credit Facility
and the
Term Loan
represent the most restrictive covenants
that we are subject to with respect to our notes payable. The following table summarizes the financial covenants and other
requirements under the
Credit Facility
and the
Term Loan
, and our actual levels or ratios (as applicable) with respect to those
covenants and other requirements, in each case as of
November 30, 2024
:
|
Financial Covenants and Other Requirements
|
Covenant Requirement
|
Actual
|
|||
|
Consolidated tangible net worth
|
>
|
$
3.13
billion
|
$
4.02
billion
|
||
|
Leverage Ratio
|
<
|
.600
|
.298
|
||
|
Interest Coverage Ratio (a)
|
>
|
1.500
|
11.501
|
||
|
Minimum liquidity (a)
|
>
|
$
86.1
million
|
$
598.0
million
|
||
|
Investments in joint ventures and Non-Guarantor Subsidiaries
|
<
|
$
908.7
million
|
$
413.6
million
|
||
|
Borrowing base in excess of borrowing base indebtedness (as defined)
|
|
n/a
|
$
2.87
billion
|
||
(a)
Under the terms of the
Credit Facility
and the
Term Loan
, we are required to maintain either a minimum
Interest Coverage
Ratio
or a minimum level of liquidity.
The indenture governing our senior notes does not contain any financial covenants. Subject to specified exceptions, the
indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or
engage in sale-leaseback transactions involving property above a certain specified value.
In addition, the indenture
contains
certain limitations related to mergers, consolidations, and sales of assets.
As of the date of this report,
we were in compliance with the applicable terms of all our covenants and other requirements
under the Credit Facility, the Term Loan, the senior notes, the indenture, the LOC Facility, and the mortgages and land
contracts due to land sellers and other loans.
Our ability to access the
Credit Facility
for cash borrowings and letters of credit
and our ability to secure future debt financing depend, in part, on our ability to remain in such compliance.
Our ability to
access the Credit Facility’s full borrowing capacity, as well as the LOC Facility’s full issuance capacity, also depends on the
ability and willingness of the applicable lenders and financial institutions, including any substitute or additional lenders and
financial institutions, to
meet their commitments to fund loans, extend credit or provide payment guarantees to or for us under
those instruments.
There are no agreements that restrict our payment of dividends other than the
Credit Facility
and the
Term Loan
, which
would restrict our payment of certain dividends, such as cash dividends on our common stock, if a default under the
Credit
43
Facility
or the
Term Loan
exists at the time of any such payment, or if any such payment would result in such a default (other
than dividends paid within 60 days after declaration, if there was no default at the time of declaration).
Depending on available terms, we finance certain land acquisitions with purchase-money financing from land sellers or
with other forms of financing from third parties. At
November 30, 2024
, we had outstanding mortgages and land contracts due
to land sellers and other loans payable in connection with such financing of
$3.1 million
, secured primarily by the underlying
property, which had an aggregate carrying value of
$14.1 million
.
Senior Unsecured Term Loan.
We have a
$360.0 million
Term Loan
with the lenders party thereto that will mature on
August 25, 2026
, or earlier if we secure borrowings under the
Credit Facility
without similarly securing the
Term Loan
(subject
to certain exceptions). The
Term Loan
is further described in
Note 15
–
Notes Payable
in the Notes to Consolidated Financial
Statements in this report.
Unconsolidated Joint Ventures.
As discussed in
Note 9
–
Investments in Unconsolidated Joint Ventures
in the Notes to
Consolidated Financial Statements in this report, we have investments in unconsolidated joint ventures in various markets
where our homebuilding operations are located. As of
November 30, 2024
, one of our unconsolidated joint ventures had
borrowings outstanding under a term loan with a third-party lender and secured by the underlying property and related project
assets. None of our other unconsolidated joint ventures had outstanding debt at
November 30, 2024
.
Credit Ratings.
Our credit ratings are periodically reviewed by rating agencies. In March 2024, S&P Global Ratings
upgraded our corporate credit rating to BB+ from BB and maintained its rating outlook at stable. In May 2024, Moody’s
Ratings upgraded our corporate credit rating to Ba1 from Ba2 and changed its rating outlook to stable from positive.
Consolidated Cash Flows.
The following table presents a summary of net cash provided by (used in) our operating,
investing and financing activities (in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Net cash provided by (used in):
|
|||||
|
Operating activities
|
$
362,722
|
$
1,082,699
|
$
183,418
|
||
|
Investing activities
|
(50,119)
|
(58,062)
|
(71,773)
|
||
|
Financing activities
|
(440,752)
|
(627,493)
|
(73,583)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
$
(128,149)
|
$
397,144
|
$
38,062
|
||
Operating Activities
.
Generally, our net operating cash flows fluctuate primarily based on changes in our inventories and
our profitability. Our net cash provided by operating activities in
2024
mainly reflected net income of
$655.0 million
and a net
decrease in receivables of
$16.6 million
, partly offset by a net increase in inventories of
$385.8 million
and a net decrease in
accounts payable, accrued expenses and other liabilities of
$7.2 million
. Net cash provided by operating activities in
2023
primarily reflected net income of
$590.2 million
and a net decrease in inventories of
$426.8 million
, partly offset by a net
decrease in accounts payable, accrued expenses and other liabilities of
$62.2 million
and a net increase in receivables of
$12.9
million
.
Investing Activities
.
In
2024
, our net cash used in investing activities included
$39.3 million
for net purchases of property
and equipment and
$14.5 million
for contributions to unconsolidated joint ventures. These uses of cash were partially offset by
a
$2.0 million
return of investments in unconsolidated joint ventures and
$1.7 million
of proceeds from the sale of an
investment. In
2023
, our uses of cash included
$35.5 million
for net purchases of property and equipment and
$27.7 million
for
contributions to unconsolidated joint ventures. These uses of cash were partly offset by a
$5.1 million
return of investments in
unconsolidated joint ventures.
Financing Activities
.
In
2024
, our uses of cash included stock repurchases and excise tax payments totaling
$353.7
million
, dividend payments on our common stock of
$71.6 million
, tax payments associated with stock-based compensation
awards of
$25.0 million
and payments on mortgages and land contracts due to land sellers and other loans of
$.9 million
. The
cash used was partially offset by
$10.4 million
of issuances of common stock under employee stock plans. In
2023
, net cash
was used for stock repurchases totaling
$411.4 million
, net repayments under the
Credit Facility
of
$150.0 million
, dividend
payments on our common stock of
$56.8 million
, tax payments associated with stock-based compensation awards of
$14.2
million
, and payments on mortgages and land contracts due to land sellers and other loans of
$3.8 million
. The cash used was
partially offset by
$8.9 million
of issuances of common stock under employee stock plans.
44
Dividends
.
In the
2024
first quarter, our board of directors declared a quarterly cash dividend of
$.20
per share of common
stock. Our board of directors approved a
$.05
per share increase in the quarterly cash dividend on our common stock to
$.25
per share in the
2024
second quarter, and declared quarterly dividends at the new higher rate for the
2024
second, third and
fourth quarters. In the
2023
first and second quarters, our board of directors declared quarterly cash dividends of
$.15
per share
of common stock. Our board of directors approved a
$.05
per share increase in the quarterly cash dividend on our common
stock to
$.20
per share in the
2023
third quarter, and declared quarterly dividends at the new higher rate for the
2023
third and
fourth quarters.
All dividends declared during
2024
and
2023
were also paid during those years. Quarterly cash dividends
declared and paid during the years ended
November 30, 2024
and
2023
totaled
$.95
per share and
$.70
per share of common
stock, respectively. The declaration and payment of future cash dividends on our common stock, whether at current levels or at
all, are at the discretion of our board of directors, and depend upon, among other things, our expected future earnings, cash
flows, capital requirements, access to external financing, debt structure and any adjustments thereto, operational and financial
investment strategy and general financial condition, as well as general business conditions.
Shelf Registration Statement.
We have an automatically effective universal shelf registration statement that was filed with
the
SEC
on July 10, 2023 (“
2023 Shelf Registration
”). The
2023 Shelf Registration
registers the offering of securities that we
may issue from time to time in amounts to be determined. Our ability to issue securities is subject to market conditions and,
with respect to debt securities, other factors impacting our borrowing capacity. We have not made any offerings of securities
under the
2023 Shelf Registration
.
Share Repurchase Program.
As of November 30, 2022, we had $150.0 million of availability to repurchase up to $300.0
million of our outstanding common stock under an April 7, 2022 board authorization. In the 2023 first quarter, we repurchased
1,965,442
shares of our common stock on the open market pursuant to this authorization at a total cost of
$75.0 million
. On
March 21, 2023, our board of directors authorized us to repurchase up to
$500.0 million
of our outstanding common stock.
This authorization replaced the 2022 board of directors authorization
, which had $75.0 million of remaining availability
. In the
2023
second, third and fourth quarters, we repurchased
7,278,995
shares of our common stock on the open market pursuant to
this authorization at a total cost of
$336.4 million
, bringing our total repurchases for the year ended
November 30, 2023
to
9,244,437
shares of common stock at a total cost of
$411.4 million
. As of
November 30, 2023
, there was
$163.6 million
of
remaining availability under this share repurchase authorization.
In the 2024 first quarter, we repurchased
826,663
shares of our common stock in the open market pursuant to the 2023
board of directors authorization at a total cost of
$50.0 million
. On April 18, 2024, our board of directors authorized us to
repurchase up to
$1.00 billion
of our outstanding common stock. This authorization replaced the 2023 board of directors
authorization
, which had $113.6 million of remaining availability
. In the 2024 second, third and fourth quarters, we
repurchased
3,898,518
shares of our common stock at a total cost of
$300.0 million
, bringing our total repurchases for the year
ended
November 30, 2024
to
4,725,181
shares of common stock at a total cost of
$350.0 million
.
Repurchases under the
current authorization may occur periodically through open market purchases, privately negotiated transactions or otherwise,
with the timing and amount at management’s discretion and dependent on market, business and other conditions. This share
repurchase authorization will continue in effect until fully used or earlier terminated or suspended by our board of directors, and
does not obligate us to purchase any shares.
As of
November 30, 2024
, there was
$700.0 million
of remaining availability
under this share repurchase authorization.
As of the date of this report, we believe we have adequate capital resources and sufficient access to external financing
sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs
in the ordinary course of our business. In 2025, we expect to use or redeploy our cash resources or cash borrowings under the
Credit Facility
to support our business within the context of prevailing market conditions. During this time, we may also
engage in capital markets, bank loan, project debt or other financial transactions, including the repurchase of debt or equity
securities or potential new issuances of debt or equity securities to support our business needs. The amounts involved in these
transactions, if any, may be material. In addition, as necessary or desirable, we may adjust or amend the terms of and/or expand
the capacity of the
Credit Facility
or the
LOC Facility
, or enter into additional letter of credit facilities, or other similar facility
arrangements, in each case with the same or other financial institutions, or allow any such facilities or loans to mature or expire.
Our ability to engage in such transactions may be constrained by volatile or tight economic, capital, credit and/or financial
market conditions or other factors, including those described below under “Outlook” and/or our liquidity, leverage and net
worth, and we can provide no assurance as to successfully completing, the costs of, or the operational limitations arising from
any one or series of such transactions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The accompanying consolidated financial statements were prepared in conformity with
GAAP
. The preparation of these
financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented.
45
Actual results could differ from those estimates and assumptions. See
Note 1
–
Summary of Significant Accounting Policies
in
the Notes to Consolidated Financial Statements in this report for a discussion of our significant accounting policies. The
following are accounting policies that we believe are critical because of the significance of the activity to which they relate or
because they require the use of significant estimates, judgments and/or other assumptions in their application.
Homebuilding Revenue Recognition.
We recognize homebuilding revenue by applying the following steps in determining
the timing and amount of revenue to recognize: (1) identify the contract(s) with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations
in the contract, if applicable; and (5) recognize revenue when (or as) we satisfy a performance obligation.
Our home sale transactions are made pursuant to contracts under which we typically have a single performance obligation
to deliver a completed home to the homebuyer when closing conditions are met. Revenues from home sales are recognized
when we have satisfied the performance obligation within the sales contract, which is generally when title to and possession of
the home and the risks and rewards of ownership are transferred to the homebuyer on the closing date.
Little to no estimation is
involved in recognizing such revenues.
We may periodically elect to sell parcels of land to third parties if such assets no longer fit into our strategic operating plans
or are zoned for non-residential development. Revenues from land sales are recognized when we have satisfied the
performance obligation(s) within the sales contract, which is generally when title to and possession of the land and the risks and
rewards of ownership are transferred to the land buyer on the closing date. Certain land sales contracts may require
management judgment in determining the appropriate revenue recognition, but the impact of such transactions is generally
immaterial.
Inventories and Cost of Sales.
H
ousing and land inventories are stated at cost, unless the carrying value is determined not
to be recoverable, in which case the affected inventories are written down to fair value or fair value less associated costs to sell.
Fair value is determined based on estimated future net cash flows discounted for inherent risks associated with the real estate
assets, or other valuation techniques. Due to uncertainties in the estimation process and other factors beyond our control, it is
possible that actual results could differ from those estimated. Other than model homes, our inventories typically do not consist
of completed unsold homes. However, as discussed above under
Item 1 – Business
in this report, we may have unsold
completed or partially completed homes in our inventory.
We rely on certain estimates to determine our construction and land costs and resulting housing gross profit margins
associated with revenues recognized.
Construction and land costs are comprised of direct and allocated costs, including
estimated future costs for the limited warranty we provide on our homes, and certain amenities within a community. Land
acquisition, land development and other common costs are generally allocated on a relative fair value basis to the homes or lots
within the applicable community or land parcel. Land acquisition and land development costs include related interest and real
estate taxes.
In determining a portion of the construction and land costs recognized for each period, we rely on project budgets that are
based on a variety of assumptions, including future construction schedules and costs to be incurred. It is possible that actual
results could differ from budgeted amounts for various reasons, including construction delays, construction resource shortages,
increases in costs that have not yet been committed, changes in governmental requirements, unforeseen environmental hazards
or other unanticipated issues encountered during construction and other factors beyond our control. While the actual results for
a particular construction project are accurately reported over time, variances between the budgeted and actual costs of a project
could result in the understatement or overstatement of construction and land costs and homebuilding gross profits in a particular
reporting period. To reduce the potential for such distortion, we have set forth procedures that collectively comprise a critical
accounting policy. These procedures, which we have applied on a consistent basis, include assessing, updating and revising
project budgets on a monthly basis, obtaining commitments to the extent possible from independent contractors and vendors for
future costs to be incurred, reviewing the adequacy of warranty accruals and historical warranty claims experience, and utilizing
the most current information available to estimate construction and land costs to be charged to expense. Variances to the
budgeted costs after an estimate has been charged to expense that are related to project costs are generally allocated on a
relative fair value basis to the remaining homes to be delivered within the community or land parcel, while such variances
related to direct construction costs are generally expensed as incurred. The variances between budgeted and actual costs have
historically not been material to our consolidated financial statements. We believe that our policies provide for reasonably
dependable estimates to be used in the calculation and reporting of construction and land costs.
Inventory Impairments and Land Option Contract Abandonments.
E
ach community or land parcel in our owned inventory
is assessed to determine if indicators of potential impairment exist. Impairment indicators are assessed separately for each
community or land parcel on a quarterly basis and include, but are not limited to, the following: significant decreases in net
orders, average selling prices, volume of homes delivered, gross profit margins on homes delivered or projected gross profit
46
margins on homes in backlog or future deliveries; significant increases in budgeted land development and home construction
costs or cancellation rates; or projected losses on expected future land sales. If indicators of potential impairment exist for a
community or land parcel, the identified asset is evaluated for recoverability.
When an indicator of potential impairment is identified for a community or land parcel, we test the asset for recoverability
by comparing the carrying value of the asset to the undiscounted future net cash flows expected to be generated by the asset.
The undiscounted future net cash flows are impacted by then-current conditions and trends in the market in which the asset is
located as well as factors known to us at the time the cash flows are calculated. These factors may include recent trends in our
orders, backlog, cancellation rates and volume of homes delivered, as well as our expectations related to the following: product
offerings; market supply and demand, including estimated average selling prices and related price appreciation; and land
development, home construction and overhead costs to be incurred and related cost inflation.
Generally, a community must have a projected gross profit margin percentage
below approximately
5
% to proceed to a
recoverability test and a potential fair value evaluation. Our overall housing gross profit margin in the
2024
fourth quarter was
20.9%
, and as of
November 30, 2024
, fewer
than 10 communit
ies
were evaluated for recoverability based on their gross
margins. However, if there is a sustained economic slowdown or other factor(s) that lead to moderate or significant decreases
in new home prices in certain submarkets, more communities could begin to approach gross margin levels where we would
conduct a fair value analysis. Any resulting impairment(s) from such an analysis(es) could be material. Additionally, we have
$116.2 million
of deposits and pre-acquisition costs at
November 30, 2024
related to land option contracts and other similar
contracts. If there are events that lead to moderate or significant decreases in new home prices, we could elect to cancel several
such contracts, resulting in the write-off of the related deposits and pre-acquisition costs.
The following table presents information regarding inventory impairment and land option contract abandonment charges
included in construction and land costs in our consolidated statements of operations (dollars in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Inventory impairments:
|
|||||
|
Number of communities or land parcels written down to fair value
|
—
|
—
|
4
|
||
|
Pre-impairment carrying value of communities or land parcels written
down to fair value
|
$
—
|
$
—
|
$
65,372
|
||
|
Inventory impairment charges
|
—
|
—
|
(24,077)
|
||
|
Post-impairment fair value
|
$
—
|
$
—
|
$
41,295
|
||
|
Land option contract abandonments charges
|
$
4,597
|
$
11,424
|
$
13,224
|
||
There were no inventory impairment charges in
2024
or
2023
. The inventory impairment charges in 2022 reflected our
decisions to make changes in our operational strategies aimed at more quickly monetizing our investment in certain
communities, mainly by accelerating the overall pace for selling, building and delivering homes therein, including communities
on land previously held for future development.
As further described in
Note 7
–
Inventory Impairments and Land Option Contract Abandonments
in the Notes to
Consolidated Financial Statements in this report, given the inherent challenges and uncertainties in forecasting future results,
our inventory assessments at the time they are made take into consideration whether a community or land parcel is active,
meaning whether it is open for sales and/or undergoing development, or whether it is being held for future development or held
for sale.
We record an inventory impairment charge on a community or land parcel that is active or held for future development
when indicators of potential impairment exist and the carrying value of the real estate asset is greater than the undiscounted
future net cash flows the asset is expected to generate. These real estate assets are written down to fair value, which is primarily
determined based on the estimated future net cash flows discounted for inherent risk associated with each such asset, or other
valuation techniques.
We record an inventory impairment charge on land held for sale when the carrying value of the real estate asset is greater
than its fair value. These real estate assets are written down to fair value, less associated costs to sell. The fair value of such
real estate assets is generally based on bona fide letters of intent from outside parties, executed sales contracts, broker quotes or
similar information.
47
Our inventory controlled under land option contracts and other similar contracts is assessed to determine whether it
continues to meet our investment return standards. Assessments are made separately for each optioned land parcel on a
quarterly basis and are affected by the following factors relative to the market in which the asset is located, among others:
current and/or anticipated net orders, average selling prices and volume of homes delivered; estimated land development and
home construction costs; and projected profitability on expected future housing or land sales. When a decision is made not to
exercise certain land option contracts and other similar contracts due to market conditions and/or changes in our marketing
strategy, we write off the related inventory costs, including non-refundable deposits and unrecoverable pre-acquisition costs.
The estimated remaining life of each community or land parcel in our inventory depends on various factors, such as the
total number of lots remaining; the expected timeline to acquire and entitle land and develop lots to build homes; the anticipated
future net order and cancellation rates; and the expected timeline to build and deliver homes sold. While it is difficult to
determine a precise timeframe for any particular inventory asset, based on current market conditions and expected delivery
timelines, we estimate our inventory assets’ remaining operating lives to range generally from
one year to 10 years
and expect
to realize, on an overall basis, the majority of our inventory balance as of November 30, 2024 within
five years. The following
table presents as of
November 30, 2024
and
2023
, respectively, the estimated timeframe of delivery for the last home in an
applicable community or land parcel and the corresponding percentage of total inventories such categories represent within our
inventory balance (dollars in millions):
|
0-2 years
|
3-5 years
|
6-10 years
|
|||||||||||
|
$
|
%
|
$
|
%
|
$
|
%
|
Total
|
|||||||
|
2024
|
$
2,849.2
|
52
%
|
$
2,554.7
|
46
%
|
$
124.1
|
2
%
|
$
5,528.0
|
||||||
|
2023
|
2,367.2
|
46
|
2,565.4
|
50
|
201.0
|
4
|
5,133.6
|
||||||
The inventory balances in the 0-2 years and 3-5 years categories were located throughout all of our homebuilding reporting
segments and collectively represented
98%
and
96%
of our total inventories as of
November 30, 2024
and
2023
, respectively.
The inventory balances in the 6-10 years category were primarily located in our Central and Southeast segments and were
mostly comprised of active, multi-phase communities with large remaining land positions.
Due to the judgment and assumptions applied in our inventory impairment and land option contract abandonment
assessment processes, and in our estimations of the remaining operating lives of our inventory assets and the realization of our
inventory balances, particularly as to land held for future development, it is possible that actual results could differ substantially
from those estimated, especially in periods of volatile housing market or economic conditions.
Deterioration in the supply and demand factors in the overall housing market or in an individual market or submarket, or
changes to our operational or selling strategy at certain communities may lead to additional inventory impairment charges,
future charges associated with land sales or the abandonment of land option contracts or other similar contracts related to
certain assets. Due to the nature or location of the projects, land held for future development that we activate as part of our
strategic growth initiatives or to accelerate sales and/or our return on investment, or that we otherwise monetize to help improve
our asset efficiency, may have a somewhat greater likelihood of being impaired than other of our active inventory.
We believe the carrying value of our inventory balance as of
November 30, 2024
is recoverable. Our considerations in
making this determination include the factors and trends incorporated into our impairment analyses, and as applicable, the
prevailing regulatory environment, competition from other homebuilders, inventory levels and sales activity of resale homes,
and the local economic conditions where an asset is located. In addition, we consider the financial and operational status and
expectations of our inventories as well as unique attributes of each community or land parcel that could be viewed as indicators
for potential future impairments. However, if conditions in the overall housing market or in a specific market or submarket
worsen in the future beyond our current expectations, including, among other things, from increases in mortgage interest rates,
higher inflation, worsening supply chain and/or other production-related challenges, or if future changes in our business
strategy significantly affect any key assumptions used in our projections of future cash flows, or if there are material changes in
any of the other items we consider in assessing recoverability, we may recognize charges in future periods for inventory
impairments or land option contract abandonments, or both, related to our current inventory assets. Any such charges could be
material to our consolidated financial statements.
Warranty Costs.
We
provide a limited warranty on all of our homes.
The specific terms and conditions of our limited
warranty program vary depending upon the markets in which we do business.
We estimate the costs that may be incurred under
each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each
home is recognized.
In assessing our overall warranty liability at a reporting date, we evaluate the costs for warranty-related
items on a combined basis for all of our previously delivered homes that are under our limited warranty program.
48
Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a
strong indicator of future claims experience. Factors that affect our warranty liability include the number of homes delivered,
historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our accrued
warranty liability
, which is included in accrued expenses and other liabilities in our consolidated balance sheets,
and adjust the
amount as necessary based on our assessment.
Our assessment includes the review of our actual warranty costs incurred to
identify trends and changes in our warranty claims experience, and considers our home construction quality and customer
service initiatives and outside events.
Based on this assessment, we may from time to time adjust our warranty accrual rates,
which would be applied on a prospective basis to homes delivered. Although adjustments to the accrual rates are generally
infrequent, they may be necessary when actual warranty expenditures have increased or decreased on a sustained basis
, as was
the case in recent years when we
revised
our warranty accrual rates to reflect trends in our warranty expenditures
. Based on our
assessment, we may also make adjustments to our previously recorded accrued warranty liability. Such adjustments are
recorded in the period in which the change in estimate occurs. In 2023, we made an adjustment to increase our accrued
warranty liability by
$4.0 million
.
There were no such adjustments during 2024 and 2022
. We have not made any material
changes in the methodology used to establish our accrued warranty liability during
2024
,
2023
and 2022. Our accrued warranty
liability is presented on a gross basis for all years without consideration of recoveries and amounts we have paid on behalf of
and expect to recover from other parties, if any. Estimates of recoveries and amounts we have paid on behalf of and expect to
recover from other parties, if any, are recorded as receivables when such recoveries are considered probable.
While we believe the warranty liability currently reflected in our consolidated balance sheets to be adequate, unanticipated
changes or developments in the legal environment, local weather, land or environmental conditions, quality of materials or
methods used in the construction of homes or customer service practices and/or our warranty claims experience could have a
significant impact on our actual warranty costs in future periods and such amounts could differ significantly from our current
estimates.
A 10% change in the historical warranty rates used to estimate our accrued warranty liability would not result in a
material change in our accrual.
Self-Insurance.
W
e maintain, and require the majority of our independent contractors to maintain, general liability
insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance. These insurance
policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-
insured retentions, deductibles and other coverage limits
.
We self-insure a portion of our overall risk through the use of a
captive insurance subsidiary.
In Arizona, California, Colorado and Nevada, our contractors’ general liability insurance
primarily takes the form of a wrap-up policy under a program where eligible independent contractors are enrolled as insureds
on each community. Enrolled contractors generally contribute toward the cost of the insurance and agree to pay a contractual
amount in the future if there is a claim related to their work.
We record liabilities based on the estimated costs required to cover reported claims, claims incurred but not yet reported,
and claim adjustment expenses. These estimated costs are based on an actuarial analysis of our historical claims and expense
data, as well as industry data.
Our self-insurance liabilities are presented on a gross basis without consideration of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any.
The amount of our self-insurance liability is based on an analysis performed by a third-party actuary that uses our historical
claim and expense data, as well as industry data to estimate these overall costs.
These estimates are subject to uncertainty due
to a variety of factors, the most significant being the long period of time between the delivery of a home to a homebuyer and
when a structural warranty or construction defect claim may be made, and the ultimate resolution of any such construction
defect claim. Though state regulations vary, construction defect claims are reported and resolved over a long period of time,
which can extend for 10 years or more. As a result, the majority of the estimated self-insurance liability based on the actuarial
analysis relates to claims incurred but not yet reported. Therefore, adjustments related to individual existing claims generally
do not significantly impact the overall estimated liability. Adjustments to our liabilities related to homes delivered in prior
years are recorded in the period in which a change in our estimate occurs. During
2024
,
2023
and 2022, we recorded
adjustments to increase our previously recorded liabilities by
$5.5 million
,
$6.5 million
and
$7.0 million
, respectively. The
adjustments in
2024
,
2023
and 2022 resulted from changes in estimates due to actual claims experience differing from previous
actuarial projections and, in turn, impacting actuarial estimates for existing and potential future claims. We have not made any
material changes in our methodology used to establish our self-insurance liabilities during
2024
,
2023
or 2022.
The projection of losses related to these liabilities requires the use of actuarial assumptions.
Key assumptions used in
developing these estimates include claim frequencies, severities and resolution patterns, which can occur over an extended
period of time. These estimates are subject to variability due to the length of time between the delivery of a home to a
homebuyer and when a construction defect claim is made, and the ultimate resolution of such claim; uncertainties regarding
such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or interpretations,
among other factors. Due to the degree of judgment involved and the potential for variability in these underlying assumptions,
our actual future costs could differ from those estimated. In addition, changes in the frequency and severity of reported claims
49
and the estimates to resolve claims can impact the trends and assumptions used in the actuarial analysis, which could be
material to our consolidated financial statements.
A 10% increase in the claim frequency and the average cost per claim used to
estimate the self-insurance liability would result in increases of approximately
$28.7 million
in our liability and approximately
$9.3 million
in our receivable as of
November 30, 2024
, and additional expense of approximately
$19.4 million
for
2024
. A
10% decrease in the claim frequency and the average cost per claim used to estimate the self-insurance liability would result in
decreases of approximately
$25.8 million
in our liability and approximately
$6.8 million
in our receivable as of
November 30,
2024
, and a reduction to expense of approximately
$19.0 million
for
2024
.
Estimates of insurance recoveries and amounts we have paid on behalf of other parties, if any, are recorded as receivables
when such recoveries are considered probable. These estimated recoveries are principally based on actuarially determined
amounts and depend on various factors, including, among other things, the above-described claim cost estimates, our insurance
policy coverage limits for the applicable policy year(s), historical third-party recovery rates, insurance industry practices, the
regulatory environment, and legal precedent, and are subject to a high degree of variability from year to year. Because of the
inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from
amounts currently estimated.
Legal Matters Accruals.
We record contingent liabilities resulting from claims against us when a loss is assessed to be
probable and the amount of the loss is reasonably estimable. Assessing the probability of losses and estimating probable losses
requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants,
regulatory agencies, mediators, arbitrators, responsible third parties and/or courts, as the case may be. Recorded contingent
liabilities are based on the most recent information available and actual losses in any future period are inherently uncertain. If
future adjustments to estimated probable future losses or actual losses exceed our recorded liability for such claims, we would
record additional charges during the period in which the actual loss or change in estimate occurred. In addition to contingent
liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility the ultimate loss
will materially exceed the recorded liability. While we cannot predict the outcome of pending legal matters with certainty, we
do not believe any currently identified claim or proceeding, either individually or in aggregate, will have a material impact on
our results of operations, financial position or cash flows.
Income Taxes.
As discussed in
Note 14
–
Income Taxes
in the Notes to the Consolidated Financial Statements in this
report, we evaluate our deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based
on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect to
whether deferred tax assets will be realized. This evaluation considers, among other factors, our historical operating results, our
expectation of future profitability, the duration of the applicable statutory carryforward periods, and conditions in the housing
market and the broader economy. The ultimate realization of our deferred tax assets depends primarily on our ability to
generate future taxable income during the periods in which the related deferred tax assets become deductible. The value of our
deferred tax assets in our consolidated balance sheets depends on applicable income tax rates. We base our estimate of deferred
tax assets and liabilities on current tax laws and rates. In certain cases, we also base this estimate on business plan forecasts and
other expectations about future outcomes. Changes in positive and negative evidence, including differences between our future
operating results and estimates, could result in the establishment of an additional valuation allowance against our deferred tax
assets. Accounting for deferred taxes is based upon estimates of future results. Judgment is required in determining the future
tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences
between the anticipated and actual outcomes of these future results could have a material impact on our consolidated financial
statements. Also, changes in existing federal and state tax laws and corporate income tax rates could affect future tax results
and the realization of deferred tax assets over time.
We recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as
a component of the provision for income taxes. Our liability for unrecognized tax benefits, combined with accrued interest and
penalties, is reflected as a component of accrued expenses and other liabilities in our consolidated balance sheets. Judgment is
required in evaluating uncertain tax positions. We evaluate our uncertain tax positions quarterly based on various factors,
including changes in facts or circumstances, tax laws or the status of audits by tax authorities. Changes in the recognition or
measurement of uncertain tax positions could have a material impact on our consolidated financial statements in the period in
which we make the change.
INFLATION
Since 2021, product and labor costs and general inflation in the economy have increased and remained elevated compared
to the prior decade. In turn, we experienced rising land and construction costs, particularly for building materials and
construction service providers’ rates, warranty repair costs, and compensation and benefit expenses to attract and retain talent.
These trends are expected to continue to an extent in 2025, though they may worsen compared to prior years.
We generally
enter into land option contracts and other similar contracts to acquire rights to land for the construction of homes a significant
50
period of time before development and/or sales efforts commence. Accordingly, to the extent land acquisition costs are fixed,
subsequent increases or decreases in our home selling prices will affect our profits. As the selling price of each of our homes is
fixed at the time a buyer enters into a home sales contract, and because we generally commence construction of a home only
after we have a signed sales contract with a homebuyer, any interim construction-related cost inflation can result in lower
housing gross profit margins. In order to help, but not entirely moderate that effect, we typically enter into fixed-price contracts
with our larger trade partners and building material suppliers for specified periods of time.
Inflation is often accompanied by higher and more volatile interest rates, which may negatively impact housing
affordability and the confidence of potential homebuyers, and adversely impact demand for our homes.
Inflation may also
increase our financing costs, as borrowings under our
Credit Facility
, if any, and
Term Loan
typically accrue interest at a
variable rate based on
SOFR
.
We expect the inflationary pressures on our business to continue in 2025. While we attempt to pass on increases in our
costs through increased home selling prices, including for design choices and options, market forces and buyer affordability
constraints can limit our ability to do so. If we are unable to raise selling prices enough to compensate for higher costs, or our
borrowing costs increase significantly, our revenues, housing gross profit margin and net income could be adversely affected.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements are discussed in
Note 1
–
Summary of Significant Accounting Policies
in the Notes to
Consolidated Financial Statements in this report.
OUTLOOK
Key longer-term housing market drivers have remained largely positive during 2023 and 2024, including favorable
demographic trends, rising household formations, solid employment, wage growth and the ongoing undersupply of new and
resale homes. While market conditions were uneven during 2024, we generated favorable operational and financial results.
We
believe
we are well-positioned to achieve our goals for 2025 based on our differentiated, highly customer-centric
Built to Order
business model, operational capabilities, affordable product offerings, lot supply, strong balance sheet and liquidity, substantial
backlog value of
$2.24 billion
at
November 30, 2024
, improved build times, normalizing cancellation rates and planned
community count growth, subject to the factors and risks described in this report. We expect to be able to drive our build times
lower in 2025 as we progress toward our goal of four months from start to home completion, which is at the lower end of our
historical range, subject to the availability of skilled trades and building materials.
Our ke
y longer-term objectives remain to increase our scale, profitability and returns, as well as generate cash flows, by
expanding our lot count through land acquisitions that meet our underwriting standards, opening new communities on time,
driving net orders and balancing pace, price and construction starts at each community to optimize our return on each inventory
asset within its market context. To do so, we expect to continue to calibrate at each community our home pricing and
homebuyer concessions, if any, and inventory levels, based on homebuyer demand. Our use of homebuyer concessions in 2025
will depend on, among other things, market dynamics, including mortgage interest rates and overall housing affordability, as
well as community-specific considerations, including the size and construction stage of the backlog, net order pace and lots
remaining available for sale.
While we expect our land acquisition and development investment activity to increase in 2025 as compared to 2024 to
support future growth, depending significantly on market conditions and available opportunities that meet our investment return
standards, we will prioritize capital efficiency, developing lots where possible in smaller phases and balancing development
with our starts pace to manage our inventory of finished lots.
At the same time, we will plan to continue returning capital to our stockholders. As of
November 30, 2024
, we had
$700.0
million
remaining under our current board of directors share repurchase authorization. This provides us the opportunity to
continue to repurchase our common stock in 2025, with the volume and timing based on considerations of our operating cash
flow, liquidity outlook, land investment opportunities and needs, the market price of our common stock, and the housing market
and general economic conditions.
Since our 2024 fiscal year ended, buyer hesitancy due to discomfort with volatile mortgage interest rates has continued to
some degree.
Through the first seven weeks of our 2025 first quarter, we generated 1,252 net orders, compared to 1,456 in the
year-earlier period.
As we are entering the stronger selling months of the quarter and with a meaningful number of community
openings projected, we expect to close the gap on net orders relative to last year’s quarter. We estimate that our net order
comparison for the full 2025 first quarter will be roughly flat versus a strong comparable in our 2024 first quarter.
51
In considering the foregoing, our present outlook for the 2025 first quarter and the 2025 full year as to certain metrics is as
follows:
2025 First Quarter
–
•
We expect to generate housing revenues in the range of
$1.45 billion to $1.55 billion
, compared to $1.46 billion for the
corresponding
2024
period, and anticipate our average selling price to be
approximately $501,000
, compared to
$480,100 in the year-earlier period.
•
We expect our homebuilding operating income margin as a percentage of revenues to be approximately
9.5%
,
assuming no inventory-related charges, compared to 10.9% for the year-earlier quarter.
◦
We expect our housing gross profit margin to be in the range of
20.0% to 20.4%
, assuming no inventory-related
charges, compared to 21.6% for the corresponding
2024
quarter.
◦
We expect our selling, general and administrative expenses as a percentage of housing revenues to be in the range
of
10.5% to 10.9%
, compared to 10.8% for the
2024
first quarter.
•
We expect our effective tax rate will be
approximately
23.0%
. The effective tax rate for the year-earlier quarter was
20.6%.
•
We expect our ending community count to be
approximately 260
, which would result in an
8%
year-over-year increase
in our average community count.
2025 Full Year
–
•
We expect our housing revenues to be in the range of
$7.00 billion to $7.50 billio
n
, an increase from
$6.90 billion
for
2024
.
•
We expect our average selling price to be in the range of
$488,000 to $498,000
, compared to
$486,900
for
2024
.
•
We expect our homebuilding operating income margin as a percentage of revenues
to be
approximately 10.7%
,
assuming no inventory-related charges, compared to 11.1% for
2024
.
◦
We expect our housing gross profit margin to be in the
range of 20.0% to 21.0%
, assuming no inventory-related
charges, compared to 21.1% for
2024
.
◦
We expect our selling, general and administrative expenses as a percentage of housing revenues
to be
in the range
of
9.6% to 10.0%
, compared to 10.0% for
2024
.
•
We expect our effective tax rate to be
approximately 24.0%
, compared to 23.0% for
2024
.
•
We expect our ending community count to be
approximately 250
, compared to 258 for
2024
.
In addition to factors discussed elsewhere in this report, our future performance and the strategies we implement (and
adjust or refine as necessary or appropriate) will depend significantly on prevailing economic, employment, homebuilding
industry and capital, credit and financial market conditions and on a fairly stable and constructive political and regulatory
environment (particularly in regard to housing and mortgage loan financing policies). For instance, the Federal Reserve’s
aggressive raising of the federal funds interest rate and other measures during 2022 and 2023 to moderate persistent U.S.
inflation created significant and ongoing headwinds for the housing market, tempering consumer demand for homes and
disrupting credit and lending markets. While the Federal Reserve reduced interest rates three times in 2024, and may lower
rates further in 2025 or later periods, we cannot provide any assurance it will or that any interest rate reduction(s), or other
monetary policy changes will positively affect demand or our business, results of operations or consolidated financial
statements. In addition, while we experienced improvement with respect to supply chain-related disruptions as described in this
Management’s Discussion and Analysis of Financial Condition and Results of Operations, we believe they could persist or
possibly worsen to various degrees in 2025. Further, and though the extent is uncertain and none of our communities or
operations have been directly affected as of the date of this report, given the scope of the unprecedented wildfires in the Los
Angeles County area in January 2025, we may experience some disruption in our homebuilding activities, and potentially with
our orders and homes delivered, in the Southern California region during the year and beyond. The potential extent and effect
of these factors on our business is highly uncertain, unpredictable and outside our control, and our past performance, including
in 2024, should not be considered indicative of our future results on any metric or set of metrics, including, but not limited to,
our net orders, backlog, revenues and returns.
52
FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements contained in this report, as well as some statements by us in periodic press
releases and other public disclosures and some oral statements by us to securities analysts, stockholders and others during
presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the
“Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words
such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “hope,” and similar expressions constitute forward-
looking statements. In addition, any statements that we may make or provide concerning future financial or operating
performance (including without limitation future revenues, community count, homes delivered, net orders, selling prices, sales
pace per new community, expenses, expense ratios, housing gross profits, housing gross profit margins, earnings or earnings
per share, or growth or growth rates), future market conditions, future interest rates, and other economic conditions, ongoing
business strategies or prospects, future dividends and changes in dividend levels, the value of our backlog (including amounts
that we expect to realize upon delivery of homes included in our backlog and the timing of those deliveries), the value of our
net orders, potential future asset acquisitions and the impact of completed acquisitions, future share issuances or repurchases,
future debt issuances, repurchases or redemptions and other possible future actions are also forward-looking statements as
defined by the Act. Forward-looking statements are based on our current expectations and projections about future events and
are subject to risks, uncertainties, and assumptions about our operations, economic and market factors, and the homebuilding
industry, among other things. These statements are not guarantees of future performance, and we have no specific policy or
intention to update these statements. If we update or revise any such statement(s), no assumption should be made that we will
further update or review that statement(s) or update or revise any other such statement(s). In addition, forward-looking and
other statements in this report and in other public or oral disclosures that express or contain opinions, views or assumptions
about market or economic conditions; the success, performance, effectiveness and/or relative positioning of our strategies,
initiatives or operational activities; and other matters, may be based in whole or in part on general observations of our
management, limited or anecdotal evidence and/or business or industry experience without in-depth or any particular empirical
investigation, inquiry or analysis.
Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a
number of factors. The most important risk factors that could cause our actual performance and future events and actions to
differ materially from such forward-looking statements include, but are not limited to, the following:
•
general economic, employment and business conditions;
•
population growth, household formations and demographic trends;
•
conditions in the capital, credit and financial markets;
•
our ability to access external financing sources and raise capital through the issuance of common stock, debt or other
securities, and/or project financing, on favorable terms;
•
the execution of any securities repurchases pursuant to our board of directors’ authorization;
•
material and trade costs and availability, including the greater costs associated with achieving current and expected
higher standards for
ENERGY STAR
certified homes, and delays related to state and municipal construction,
permitting, inspection and utility processes, which have been disrupted by key equipment shortages;
•
consumer and producer price inflation;
•
changes in interest rates, including those set by the Federal Reserve,
which the Federal Reserve may increase to
moderate inflation, as it did in 2022 and 2023
, and those available in the capital markets or from financial institutions
and other lenders, and applicable to mortgage loans;
•
our debt level, including our ratio of debt to capital, and our ability to adjust our debt level and maturity schedule;
•
our compliance with the terms of the
Credit Facility
and the
Term Loan
;
•
the ability and willingness of the applicable lenders and financial institutions, or any substitute or additional lenders
and financial institutions, to meet their commitments or fund borrowings, extend credit or provide payment guarantees
to or for us under the
Credit Facility
or
LOC Facility
;
•
volatility in the market price of our common stock;
•
home selling prices, including our homes’ selling prices, being unaffordable relative to consumer incomes;
53
•
weak or declining consumer confidence, either generally or specifically with respect to purchasing homes;
•
competition from other sellers of new and resale homes;
•
weather events, significant natural disasters and other climate and environmental factors, such as a lack of adequate
water supply to permit new home communities in certain areas, and the unprecedented wildfires in the Los Angeles
County area in January 2025;
•
any failure of lawmakers to agree on a budget or appropriation legislation to fund the federal government’s operations
(also known as a government shutdown), and financial markets’ and businesses’ reactions to any such failure;
•
potential regulatory instability associated with the upcoming change in the
U.S. presidential administrations;
•
government actions, policies, programs and regulations directed at or affecting the housing market (including the tax
benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the
purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the
homebuilding industry, or construction activities;
•
changes in existing tax laws or enacted corporate income tax rates, including those resulting from regulatory guidance
and interpretations issued with respect thereto, such as IRS guidance regarding heightened qualification requirements
for federal tax credits for building energy-efficient homes;
•
changes in U.S. trade policies, including the imposition of tariffs and duties on homebuilding materials and products,
and related trade disputes with and retaliatory measures taken by other countries;
•
disruptions in world and regional trade flows, economic activity and supply chains due to the military conflict and
other attacks in the Middle East region and military conflict in Ukraine, including those stemming from wide-ranging
sanctions the U.S. and other countries have imposed or may further impose on Russian business sectors, financial
organizations, individuals and raw materials, the impact of which may, among other things, increase our operational
costs, exacerbate building materials and appliance shortages and/or reduce our revenues and earnings;
•
the adoption of new or amended financial accounting standards and the guidance and/or interpretations with respect
thereto;
•
the availability and cost of land in desirable areas and our ability to timely and efficiently develop acquired land
parcels and open new home communities;
•
impairment, land option contract abandonment or other inventory-related charges, including any stemming from
decreases in the value of our land assets;
•
our warranty claims experience with respect to homes previously delivered and actual warranty costs incurred;
•
costs and/or charges arising from regulatory compliance requirements or from legal, arbitral or regulatory proceedings,
investigations, claims or settlements, including unfavorable outcomes in any such matters resulting in actual or
potential monetary damage awards, penalties, fines or other direct or indirect payments, or injunctions, consent decrees
or other voluntary or involuntary restrictions or adjustments to our business operations or practices that are beyond our
current expectations and/or accruals;
•
our ability to use/realize the net deferred tax assets we have generated;
•
our ability to successfully implement our current and planned strategies and initiatives related to our product,
geographic and market positioning, gaining share and scale in our served markets, through, among other things, our
making substantial investments in land and land development, which, in some cases, involves putting significant
capital over several years into large projects in one location, and in entering into new markets;
•
our operational and investment concentration in markets in California;
•
consumer interest in our new home communities and products, particularly from first-time homebuyers and
higher-
income consumers;
•
our ability to generate orders and
convert our backlog of orders to home deliveries and revenues, particularly in key
markets in California;
54
•
our ability to successfully implement our business strategies and achieve any associated financial and operational
targets and objectives, including those discussed in this report or in any of our other public filings, presentations or
disclosures;
•
income tax expense volatility associated with stock-based compensation;
•
the ability of our homebuyers to obtain homeowners and flood insurance policies, and/or typical or lender-required
policies for other hazards or events, for their homes, which may depend on the ability and willingness of insurers or
government-funded or -sponsored programs to offer coverage at an affordable price or at all;
•
the ability of our homebuyers to obtain residential mortgage loans and mortgage banking services, which may depend
on the ability and willingness of lenders and financial institutions to offer such loans and services to our homebuyers;
•
the performance of mortgage lenders to our homebuyers;
•
the performance of
KBHS
;
•
the ability and willingness of lenders and financial institutions to extend credit facilities to
KBHS
to fund its originated
mortgage loans;
•
information technology failures and data security breaches;
•
an epidemic, pandemic or significant seasonal or other disease outbreak, and the control response measures that
international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to
address it, which may precipitate or exacerbate one or more of the above-mentioned and/or other risks, and
significantly disrupt or prevent us from operating our business in the ordinary course for an extended period;
•
widespread protests and/or civil unrest, whether due to political events, social movements or other reasons; and
•
other events outside of our control.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We enter into debt obligations primarily to support general corporate purposes, including the operations of our subsidiaries.
We are subject to interest rate risk on our debt. For fixed rate debt, changes in interest rates generally affect the fair value of the
debt instrument, but not our earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do
not impact the fair value of the debt instrument, but may affect our future earnings and cash flows. We generally have no
obligation to prepay our debt before maturity, and, as a result, interest rate risk and changes in fair market value should not have
a significant impact on our fixed rate debt until we are required or elect to refinance or repurchase such debt. Under our current
policies, we do not use interest rate derivative instruments to manage our exposure to changes in interest rates.
The following tables present principal cash flows by scheduled maturity, weighted average effective interest rates and the
estimated fair value of our debt obligations as of
November 30, 2024
and
2023
(dollars in thousands):
|
As of November 30, 2024 and for the Years Ending November 30,
|
Fair Value at
November 30,
2024
|
||||||||||||||
|
2025
|
2026
|
2027
|
2028
|
2029
|
Thereafter
|
Total
|
|||||||||
|
Fixed Rate
|
$
—
|
$
—
|
$
300,000
|
$
—
|
$
300,000
|
$
740,000
|
$
1,340,000
|
$
1,309,700
|
|||||||
|
Weighted Average
Effective Interest
Rate
|
—
%
|
—
%
|
7.1
%
|
—
%
|
5.0
%
|
5.7
%
|
5.9
%
|
||||||||
|
Variable Rate (a)
|
$
—
|
$
360,000
|
$
—
|
$
—
|
$
—
|
$
—
|
$
360,000
|
$
360,000
|
|||||||
|
Weighted Average
Effective Interest
Rate
|
—
%
|
6.0
%
|
—
%
|
—
%
|
—
%
|
—
%
|
6.0
%
|
|
|||||||
(a) The interest rate for our variable rate debt, which was solely comprised of the
Term Loan
, represents the weighted average
interest rate in effect at
November 30, 2024
. Based upon the amount of variable rate debt outstanding at
November 30,
2024
, and holding the variable rate debt balance constant, each 100 basis-point increase in the interest rate would increase
the interest we incur by approximately $3.6 million per year.
55
|
As of November 30, 2023 and for the Years Ending November 30,
|
Fair Value at
November 30,
2023
|
||||||||||||||
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
Total
|
|||||||||
|
Fixed Rate
|
$
—
|
$
—
|
$
—
|
$
300,000
|
$
—
|
$
1,040,000
|
$
1,340,000
|
$
1,260,725
|
|||||||
|
Weighted Average
Effective Interest
Rate
|
—
%
|
—
%
|
—
%
|
7.1
%
|
—
%
|
5.5
%
|
5.9
%
|
||||||||
|
Variable Rate (b)
|
$
—
|
$
—
|
$
360,000
|
$
—
|
$
—
|
$
—
|
$
360,000
|
$
360,000
|
|||||||
|
Weighted Average
Effective Interest
Rate
|
—
%
|
—
%
|
6.8
%
|
—
%
|
—
%
|
—
%
|
6.8
%
|
||||||||
(b) The interest rate for our variable rate debt, which was solely comprised of the
Term Loan
, represents the weighted average
interest rate in effect at
November 30, 2023
.
Unconsolidated Joint Ventures.
The tables above do not include debt of our unconsolidated joint ventures. For a
discussion pertaining to the debt of our homebuilding and financial services unconsolidated joint ventures, see
Note 9
–
Investments in Unconsolidated Joint Ventures
in the Notes to Consolidated Financial Statements in this report.
Our financial services unconsolidated joint venture,
KBHS
, is exposed to interest rate risk as it relates to its lending
activities, including originating mortgage loans and providing IRLCs to customers.
KBHS
enters into best efforts forward sale
commitments with secondary market investors to manage the risk of adverse interest rate movements that could impact the fair
value of IRLCs. Best efforts forward sale commitments allow
KBHS
to agree on the sales price of the underlying loans that
will be realized upon their sale into the secondary market.
KBHS
does not engage in speculative or trading derivative activities.
KBHS
’ entire loan portfolio is held for sale and subject to best efforts forward sale commitments. Further information is
provided in
Note 9
–
Investments in Unconsolidated Joint Ventures
in the Notes to Consolidated Financial Statements in this
report.
56
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KB HOME
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Page
Number
|
|
Report of Independent Registered Public Accounting Firm
(
Ernst & Young LLP
,
Los Angeles, CA
, PCAOB ID:
|
Separate combined financial statements of our unconsolidated joint venture activities have been omitted because, if
considered in the aggregate, they would not constitute a significant subsidiary as defined by Rule 3-09 of Regulation S-X.
57
KB HOME
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Total revenues
|
$
|
$
|
$
|
||
|
Homebuilding:
|
|||||
|
Revenues
|
$
|
$
|
$
|
||
|
Construction and land costs
|
(
|
(
|
(
|
||
|
Selling, general and administrative expenses
|
(
|
(
|
(
|
||
|
Operating income
|
|
|
|
||
|
Interest income and other
|
|
|
|
||
|
Equity in income (loss) of unconsolidated joint ventures
|
|
(
|
(
|
||
|
Loss on early extinguishment of debt
|
|
|
(
|
||
|
Homebuilding pretax income
|
|
|
|
||
|
Financial services:
|
|||||
|
Revenues
|
|
|
|
||
|
Expenses
|
(
|
(
|
(
|
||
|
Equity in income of unconsolidated joint ventures
|
|
|
|
||
|
Financial services pretax income
|
|
|
|
||
|
Total pretax income
|
|
|
|
||
|
Income tax expense
|
(
|
(
|
(
|
||
|
Net income
|
$
|
$
|
$
|
||
|
Earnings per share:
|
|||||
|
Basic
|
$
|
$
|
$
|
||
|
Diluted
|
$
|
$
|
$
|
||
|
Weighted average shares outstanding:
|
|||||
|
Basic
|
|
|
|
||
|
Diluted
|
|
|
|
||
See accompanying notes.
58
KB HOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Net income
|
$
|
$
|
$
|
||
|
Other comprehensive income:
|
|||||
|
Postretirement benefit plan adjustments:
|
|||||
|
Net actuarial gain arising during the period
|
|
|
|
||
|
Amortization of net actuarial (gain) loss
|
(
|
(
|
|
||
|
Other comprehensive income (loss) before tax
|
(
|
|
|
||
|
Income tax expense related to items of other comprehensive income
(loss)
|
|
(
|
(
|
||
|
Other comprehensive income (loss), net of tax
|
(
|
|
|
||
|
Comprehensive income
|
$
|
$
|
$
|
||
See accompanying notes.
59
KB HOME
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares)
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Assets
|
|||
|
Homebuilding:
|
|||
|
Cash and cash equivalents
|
$
|
$
|
|
|
Receivables
|
|
|
|
|
Inventories
|
|
|
|
|
Investments in unconsolidated joint ventures
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
Deferred tax assets, net
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
||
|
Financial services
|
|
|
|
|
Total assets
|
$
|
$
|
|
|
Liabilities and stockholders’ equity
|
|||
|
Homebuilding:
|
|||
|
Accounts payable
|
$
|
$
|
|
|
Accrued expenses and other liabilities
|
|
|
|
|
Notes payable
|
|
|
|
|
|
|
||
|
Financial services
|
|
|
|
|
Stockholders’ equity:
|
|||
|
Preferred stock —
$
|
|
|
|
|
Common stock —
$
and 2023;
respectively
|
|
|
|
|
Paid-in capital
|
|
|
|
|
Retained earnings
|
|
|
|
|
Accumulated other comprehensive loss
|
(
|
(
|
|
|
Grantor stock ownership trust, at cost:
|
|
(
|
|
|
Treasury stock, at cost:
2023, respectively
|
(
|
(
|
|
|
Total stockholders’ equity
|
|
|
|
|
Total liabilities and stockholders’ equity
|
$
|
$
|
|
See accompanying notes.
60
KB HOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
|
|
Years Ended November 30, 2024, 2023 and 2022
|
||||||||||||||||||
|
|
Number of Shares
|
Common
Stock
|
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Grantor
Stock
Ownership
Trust
|
Treasury
Stock
|
Total
Stockholders’
Equity
|
|||||||||||
|
Common
Stock
|
Grantor
Stock
Ownership
Trust
|
Treasury
Stock
|
|||||||||||||||||
|
Balance at November 30, 2021
|
|
(
|
(
|
$
|
$
|
$
|
$
(
|
$
(
|
$
(
|
$
|
|||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
|
|||||||||
|
Other comprehensive income,
net of tax
|
—
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
|||||||||
|
Dividends on common stock
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
—
|
(
|
|||||||||
|
Stock awards
|
—
|
—
|
|
—
|
(
|
—
|
—
|
—
|
|
—
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
|
|||||||||
|
Stock repurchases
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Tax payments associated with
stock-based compensation
awards
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Balance at November 30, 2022
|
|
(
|
(
|
|
|
|
(
|
(
|
(
|
|
|||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
|
|||||||||
|
Other comprehensive income,
net of tax
|
—
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
|||||||||
|
Dividends on common stock
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
—
|
(
|
|||||||||
|
Employee stock options/other
|
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
|
|||||||||
|
Stock awards
|
—
|
—
|
|
—
|
(
|
—
|
—
|
—
|
|
—
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
|
|||||||||
|
Stock repurchases, including
excise tax
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Tax payments associated with
stock-based compensation
awards
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Balance at November 30, 2023
|
|
(
|
(
|
|
|
|
(
|
(
|
(
|
|
|||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
|
|||||||||
|
Other comprehensive loss, net
of tax
|
—
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
(
|
|||||||||
|
Dividends on common stock
|
—
|
—
|
—
|
—
|
—
|
(
|
—
|
—
|
—
|
(
|
|||||||||
|
Employee stock options/other
|
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
|
|||||||||
|
Stock awards
|
—
|
—
|
|
—
|
(
|
—
|
—
|
—
|
|
—
|
|||||||||
|
Stock-based compensation
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
|
|||||||||
|
Stock repurchases, including
excise tax
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Tax payments associated with
stock-based compensation
awards
|
—
|
—
|
(
|
—
|
—
|
—
|
—
|
—
|
(
|
(
|
|||||||||
|
Termination of grantor stock
ownership trust
|
—
|
|
(
|
—
|
—
|
—
|
—
|
|
(
|
|
|||||||||
|
Retirement of treasury stock
|
(
|
—
|
|
(
|
—
|
|
(
|
—
|
—
|
|
—
|
||||||||
|
Balance at November 30, 2024
|
|
|
(
|
$
|
$
|
$
|
$
(
|
$
|
$
(
|
$
|
|||||||||
See accompanying notes.
61
KB HOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Cash flows from operating activities:
|
|||||
|
Net income
|
$
|
$
|
$
|
||
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
|||||
|
Equity in income of unconsolidated joint ventures
|
(
|
(
|
(
|
||
|
Distributions of earnings from unconsolidated joint ventures
|
|
|
|
||
|
Amortization of debt issuance costs and premiums
|
|
|
|
||
|
Depreciation and amortization
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
||
|
Gain on sale of investment
|
(
|
|
|
||
|
Loss on early extinguishment of debt
|
|
|
|
||
|
Stock-based compensation
|
|
|
|
||
|
Inventory impairments and land option contract abandonments
|
|
|
|
||
|
Changes in assets and liabilities:
|
|||||
|
Receivables
|
|
(
|
(
|
||
|
Inventories
|
(
|
|
(
|
||
|
Accounts payable, accrued expenses and other liabilities
|
(
|
(
|
|
||
|
Other, net
|
|
|
|
||
|
Net cash provided by operating activities
|
|
|
|
||
|
Cash flows from investing activities:
|
|||||
|
Contributions to unconsolidated joint ventures
|
(
|
(
|
(
|
||
|
Return of investments in unconsolidated joint ventures
|
|
|
|
||
|
Proceeds from sale of investment
|
|
|
|
||
|
Purchases of property and equipment, net
|
(
|
(
|
(
|
||
|
Net cash used in investing activities
|
(
|
(
|
(
|
||
|
Cash flows from financing activities:
|
|||||
|
Proceeds from issuance of debt
|
|
|
|
||
|
Repayment of senior notes
|
|
|
(
|
||
|
Payment of issuance costs
|
|
|
(
|
||
|
Borrowings under revolving credit facility
|
|
|
|
||
|
Repayments under revolving credit facility
|
|
(
|
(
|
||
|
Borrowings under senior unsecured term loan
|
|
|
|
||
|
Payments on mortgages and land contracts due to land sellers and
other loans
|
(
|
(
|
(
|
||
|
Issuance of common stock under employee stock plans
|
|
|
|
||
|
Stock repurchases and excise taxes paid
|
(
|
(
|
(
|
||
|
Tax payments associated with stock-based compensation awards
|
(
|
(
|
(
|
||
|
Payments of cash dividends
|
(
|
(
|
(
|
||
|
Net cash used in financing activities
|
(
|
(
|
(
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(
|
|
|
||
|
Cash and cash equivalents at beginning of year
|
|
|
|
||
|
Cash and cash equivalents at end of year
|
$
|
$
|
$
|
||
See accompanying notes.
62
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
.
Summary of Significant Accounting Policies
Operations.
KB Home is a builder of attached and detached sing
le-family residential homes, townhomes and
condominiums. As of
November 30, 2024
, we conducted ongoing operations in Arizona, California, Colorado, Florida, Idaho,
Nevada, North Carolina, Texas and Washington. We also offer property and casualty insurance and, in certain instances,
earthquake, flood and personal property insurance to our homebuyers in the same markets as our homebuilding reporting
segments, and provide title services in the majority of our markets located within our Southwest, Central and Southeast
homebuilding reporting segments. W
e offer mortgage banking services, including mortgage loan originations, to our
homebuyers indirectly through
KBHS
, which is an unconsolidated joint venture between us and a third party.
our accounts and those of the consolidated subsidiaries in which we have a controlling financial interest.
All intercompany
balances and transactions have been eliminated in consolidation. Investments in unconsolidated joint ventures in which we
have less than a controlling financial interest are accounted for using the equity method.
estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates.
million
at
November 30, 2023
. At
November 30, 2024
and
2023
, our cash equivalents
were mainly invested in interest-bearing
bank deposit accounts and money market funds
.
established or maintained for expected uncollectible receivables. The allowance is estimated based on our evaluation of the
receivables, taking into account historical collection experience, general economic conditions, specific credit risk of the
straight-line method over their estimated useful lives as follows: computer software and equipment –
two
to
15
years
; model
furnishings and sales office improvements –
two
to
three years
; office furniture and equipment –
three
to
10
years
; and
totaled
$
37.3
million
in
2024
,
$
36.4
million
in
2023
and
$
32.3
million
in
2022
.
determinable fair values at cost less impairment, if any, including adjustments for observable price changes in orderly
transactions for an identical or similar investment of the same issuer. These investments, which totaled
$
15.2
million
at
and amount of revenue to recognize: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if
applicable; and (5) recognize revenue when (or as) we satisfy a performance obligation.
Our home sale transactions are made pursuant to contracts under which we typically have a single performance obligation
to deliver a completed home to the homebuyer when closing conditions are met. Revenues from home sales are recognized
when we have satisfied the performance obligation within the sales contract, which is generally when title to and possession of
the home and the risks and rewards of ownership are transferred to the homebuyer on the closing date.
Under our home sales
contracts, we typically receive an initial cash deposit from the homebuyer at the time the sales contract is executed and receive
the remaining consideration to which we are entitled, through a third-party escrow agent, at closing. Customer deposits related
to sold but undelivered homes are included in accrued expenses and other liabilities.
Concurrent with the recognition of revenues in our consolidated statements of operations, sales incentives in the form of
price concessions on the selling price of a home or mortgage-related concessions are recorded as a reduction of revenues.
When we provide sales incentives in the form of free products or services to homebuyers, the costs of the free products or
services are reflected as construction and land costs because such incentives are identified in our home sales contracts with
homebuyers as an intrinsic part of our single performance obligation to deliver and transfer title to their home for the
63
transaction price stated in the contracts. Sales incentives that we may provide in the form of closing cost allowances are
immaterial to the related revenues.
Cash proceeds from home sale closings held by third-party escrow agents for our benefit,
typically for less than five days, are considered deposits in-transit and classified as cash.
We may periodically elect to sell parcels of land to third parties if such assets no longer fit into our strategic operating plans
or are zoned for non-residential development.
Land sale transactions are made pursuant to contracts under which we typically
have a performance obligation(s) to deliver specified land parcels to the buyer when closing conditions are met. We evaluate
each land sales contract to determine our performance obligation(s) under the contract, including whether we have a distinct
promise to perform post-closing land development work that is material within the context of the contract, and use objective
criteria to determine our completion of the applicable performance obligation(s), whether at a point in time or over time.
Revenues from land sales are recognized when we have satisfied the performance obligation(s) within the sales contract, which
is generally when title to and possession of the land and the risks and rewards of ownership are transferred to the land buyer on
the closing date.
Under our land sales contracts, we typically receive an initial cash deposit from the buyer at the time the
contract is executed and receive the remaining consideration to which we are entitled, through a third-party escrow agent, at
closing. In the limited circumstances where we provide financing to the land buyer, we determine that collectability of the
receivable is reasonably assured before we recognize revenue.
In instances where we have a distinct and material performance obligation(s) within the context of a land sales contract to
perform land development work after the closing date, a portion of the transaction price under the contract is allocated to such
performance obligation(s) and is recognized as revenue over time based upon our estimated progress toward the satisfaction of
the performance obligation(s). We generally measure our progress based on our costs incurred relative to the total costs
expected to satisfy the performance obligation(s).
While the payment terms for such a performance obligation(s) vary, we
generally receive the final payment when we have completed our land development work to the specifications detailed in the
applicable land sales contract and it has been accepted by the land buyer.
Homebuilding revenues include forfeited deposits, which occur when home sales or land sales contracts, if any, that
involve a nonrefundable deposit are cancelled. Revenues from forfeited deposits are immaterial.
Within our homebuilding operations, substantially all of our contracts with customers and the related performance
obligations have an original expected duration of one year or less.
Construction and land costs are comprised of direct and allocated costs, including estimated future costs for the limited
warranty we provide on our homes, and certain amenities within a community. Land acquisition, land development and other
common costs are generally allocated on a relative fair value basis to the homes or lots within the applicable community or land
parcel. Land acquisition and land development costs include related interest and real estate taxes.
for the years ended
November 30, 2024
,
2023
and
2022
, respectively, with most of those revenues generated from home sales
contracts with customers. Due to the nature of our revenue-generating activities, we believe the disaggregation of revenues as
reported in our consolidated statements of operations, and as disclosed by homebuilding reporting segment in
Note 2
–
Segment
Information
and for our financial services reporting segment in
Note 3
–
Financial Services
, fairly depicts how the nature,
in which case the affected inventories are written down to fair value or fair value less associated costs to sell.
Real estate assets,
such as our housing and land inventories, are tested for recoverability whenever events or changes in circumstances indicate
that their carrying value may not be recoverable. Recoverability is measured by comparing the carrying value of an asset to the
undiscounted future net cash flows expected to be generated by the asset. These impairment evaluations are significantly
impacted by estimates for the amounts and timing of future revenues, costs and expenses, and other factors. If the carrying
value of a real estate asset is determined not to be recoverable, the impairment charge to be recognized is measured by the
amount by which the carrying value of the affected asset exceeds its estimated fair value. For land held for sale, if the fair value
developed and until homes are completed or the land is available for immediate sale. Capitalized interest is amortized to
construction and land costs as the related inventories are delivered to homebuyers or land buyers (as applicable). In the case of
circumstances indicate that their carrying value is not recoverable. For these real estate assets, fair value is determined based on
the estimated future net cash flows discounted for inherent risk associated with each such asset, or other valuation techniques.
64
Our financial instruments consist of cash and cash equivalents, corporate-owned life insurance, outstanding borrowings
under the
Credit Facility
, if any, and the
Term Loan
, senior notes, and mortgages and land contracts due to land sellers and
other loans. Fair value measurements of financial instruments are determined by various market data and other valuation
Mortgage Company, generates revenues primarily from insurance commissions and title services.
Revenues from title services
are recognized when policies are issued, which generally occurs at the time each applicable home sale is closed. We receive
commissions from various third-party insurance carriers for arranging for the carriers to provide homeowner and other
insurance policies for our homebuyers that elect to obtain such coverage. In addition, each time a homebuyer renews their
insurance policy with the insurance carrier, we receive a renewal commission. Revenues from insurance commissions are
recognized when the insurance carrier issues an initial insurance policy to our homebuyer, which generally occurs at the time
each applicable home sale is closed. As our performance obligations for policy renewal commissions are satisfied upon
issuance of the initial insurance policy, insurance commissions for renewals are considered variable consideration.
Accordingly, we estimate the probable future renewal commissions when an initial policy is issued and record a corresponding
contract asset and insurance commission revenues. We estimate the amount of variable consideration based on historical
renewal trends and constrain the estimate such that it is probable that a significant reversal of cumulative recognized revenue
will not occur. We also consider the likelihood and magnitude of a potential future reversal of revenue and update our
assessment at the end of each reporting period. The contract assets for estimated future renewal commissions are included in
each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each
home is recognized.
Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims
experience is a strong indicator of future claims experience. Factors that affect our warranty liability include the number of
homes delivered, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of
our accrued warranty liability
and adjust the amount as necessary based on our assessment.
Our warranty liability is presented
on a gross basis for all years without consideration of recoveries and amounts we have paid on behalf of and expect to recover
from other parties, if any. Estimates of recoveries and amounts we have paid on behalf of and expect to recover from other
parties, if any, are recorded as receivables when such recoveries are considered probable.
liabilities based on the estimated costs required to cover reported claims, claims incurred but not yet reported, and claim
adjustment expenses. These estimated costs are based on an actuarial analysis of our historical claims and expense data, as well
as industry data.
Our self-insurance liability is presented on a gross basis for all years without consideration of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any
. Estimates of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any, are recorded as
receivables when such recoveries are considered probable.
marketing- and model home-related costs are either recorded as inventories, capitalized as property and equipment, or expensed
to selling, general and administrative expenses as incurred. Costs related to the construction of a model home, inclusive of
design choices and options that will be sold as part of the home, are recorded as inventories and recognized as construction and
land costs when the model home is delivered to a homebuyer. Costs to furnish and ready a model home or on-site community
sales facility that will not be sold as part of the model home, such as costs for model furnishings, community sales office and
model complex grounds, sales office construction and sales office furniture and equipment, are capitalized as property and
equipment under “model furnishings and sales office improvements.” Model furnishings and sales office improvements are
depreciated to selling, general and administrative expenses over their estimated useful lives. Other costs related to the
marketing of a community, removing the on-site community sales facility and readying a completed (model) home for sale are
$
34.2
million
in
2023
and
$
37.1
million
in
2022
.
future periods are generally expensed as incurred. Legal fees associated with land acquisition and development and other
activities that are expected to provide a benefit in future periods are capitalized to inventories in our consolidated balance sheets
65
awards at an amount equal to the fair value of share-based payments granted under compensation arrangements over the vesting
period.
We estimate the fair value of stock options granted using the Black-Scholes option-pricing model with assumptions
based primarily on historical data.
We estimate the fair value of other equity-based awards using the closing price of our
common stock on the grant date. For
PSU
s, we recognize compensation expense ratably over the vesting period when it is
probable that stated performance targets will be achieved and record cumulative adjustments in the period in which estimates
which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax
assets are evaluated on a quarterly basis to determine if adjustments to the valuation allowance are required. This evaluation is
based on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect
to whether deferred tax assets will be realized.
The ultimate realization of our deferred tax assets depends primarily on our
ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.
The
balance sheets as of
November 30, 2024
and
2023
were comprised solely of adjustments recorded directly to accumulated other
comprehensive loss related to our benefit plan obligations. Such adjustments are made annually as of November 30, when our
between the holders of common stock and a company’s participating security holders. Our outstanding nonvested shares of
restricted stock contain non-forfeitable rights to dividends and, therefore, are considered participating securities for purposes of
computing earnings per share pursuant to the two-class method. We had no other participating securities at November 30,
No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is
intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to
all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed
in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of
adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial
statements and related disclosures.
In December 2023, the
FASB
issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740):
Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require
entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before
income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing
operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments
to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods
beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or
made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.
We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and
related disclosures.
In November 2024
, the
FASB
issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting
Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses” (“ASU 2024-03”), which requires disclosure of certain costs and expenses on an interim and annual basis in the
notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December
15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.
The guidance is to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date
or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the potential
conform to the current period presentation.
66
Note
2
.
Segment Information
for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources
and in assessing performance. We have identified each of our homebuilding divisions as an operating segment. Our
homebuilding operating segments have been aggregated into
four
homebuilding reporting segments based primarily on
similarities in economic and geographic characteristics, product types, regulatory environments, methods used to sell and
construct homes and land acquisition characteristics. We also have
one
financial services reporting segment. Management
evaluates segment performance primarily based on segment pretax results.
As of
November 30, 2024
, our homebuilding reporting segments conducted ongoing operations in the following states:
|
West Coast:
|
California, Idaho and Washington
|
|
Southwest:
|
Arizona and Nevada
|
|
Central:
|
Colorado and Texas
|
|
Southeast:
|
Florida and North Carolina
|
Our homebuilding reporting segments are engaged in the acquisition and development of land primarily for residential
purposes and offer a wide variety of homes that are designed to appeal to first-time, first move-up and active adult homebuyers.
Our homebuilding operations generate most of their revenues from the delivery of completed homes to homebuyers. They also
earn revenues from the sale of land.
Our financial services reporting segment earns revenues primarily from insurance commissions and from the provision of
title services.
We offer mortgage banking services, including mortgage loan originations, to our homebuyers indirectly through
KBHS
, our unconsolidated joint venture with
GR Alliance
, a subsidiary of Guaranteed Rate, Inc. We and
GR Alliance
each
have a
50.0
%
ownership interest, with
GR Alliance
providing management oversight of
KBHS
’ operations. The financial
services reporting segment is separately reported in our consolidated financial statements.
Corporate and other is a non-operating segment that develops and oversees the implementation of company-wide strategic
initiatives and provides support to our reporting segments by centralizing certain administrative functions.
Corporate
management is responsible for, among other things, evaluating and selecting the geographic markets in which we operate,
consistent with our overall business strategy; allocating capital resources to markets for land acquisition and development
activities; making major personnel decisions related to employee compensation and benefits; and monitoring the financial and
operational performance of our divisions.
Corporate and other includes general and administrative expenses related to
operating our corporate headquarters. A portion of the expenses incurred by Corporate and other is allocated to our
homebuilding reporting segments.
Our reporting segments follow the same accounting policies used for our consolidated financial statements as described in
Note 1
–
Summary of Significant Accounting Policies
. The results of each reporting 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, nor
are they indicative of the results to be expected in future perio
d
s.
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues:
|
|||||
|
West Coast
|
$
|
$
|
$
|
||
|
Southwest
|
|
|
|
||
|
Central
|
|
|
|
||
|
Southeast
|
|
|
|
||
|
Total
|
$
|
$
|
$
|
||
67
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Pretax income (loss):
|
|||||
|
West Coast
|
$
|
$
|
$
|
||
|
Southwest
|
|
|
|
||
|
Central
|
|
|
|
||
|
Southeast
|
|
|
|
||
|
Corporate and other
|
(
|
(
|
(
|
||
|
Total
|
$
|
$
|
$
|
||
|
Equity in income (loss) of unconsolidated joint ventures:
|
|||||
|
West Coast
|
$
|
$
(
|
$
(
|
||
|
Southwest
|
(
|
(
|
(
|
||
|
Central
|
|
|
|
||
|
Southeast
|
|
|
(
|
||
|
Total
|
$
|
$
(
|
$
(
|
||
|
Inventory impairment and land option contract abandonment charges:
|
|||||
|
West Coast
|
$
|
$
|
$
|
||
|
Southwest
|
|
|
|
||
|
Central
|
|
|
|
||
|
Southeast
|
|
|
|
||
|
Total
|
$
|
$
|
$
|
||
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Inventories:
|
|||
|
West Coast
|
$
|
$
|
|
|
Southwest
|
|
|
|
|
Central
|
|
|
|
|
Southeast
|
|
|
|
|
Total
|
$
|
$
|
|
|
Investments in unconsolidated joint ventures:
|
|||
|
West Coast
|
$
|
$
|
|
|
Southwest
|
|
|
|
|
Central
|
|
|
|
|
Southeast
|
|
|
|
|
Total
|
$
|
$
|
|
|
Assets:
|
|||
|
West Coast
|
$
|
$
|
|
|
Southwest
|
|
|
|
|
Central
|
|
|
|
|
Southeast
|
|
|
|
|
Corporate and other
|
|
|
|
|
Total
|
$
|
$
|
|
68
Note 3
.
Financial Services
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues
|
|||||
|
Insurance commissions
|
$
|
$
|
$
|
||
|
Title services
|
|
|
|
||
|
Other
|
|
|
|
||
|
Total
|
|
|
|
||
|
Expenses
|
|||||
|
General and administrative
|
(
|
(
|
(
|
||
|
Operating income
|
|
|
|
||
|
Equity in income of unconsolidated joint ventures
|
|
|
|
||
|
Pretax income
|
$
|
$
|
$
|
||
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Assets
|
|||
|
Cash and cash equivalents
|
$
|
$
|
|
|
Receivables
|
|
|
|
|
Investments in unconsolidated joint ventures
|
|
|
|
|
Other assets (a)
|
|
|
|
|
Total assets
|
$
|
$
|
|
|
Liabilities
|
|||
|
Accounts payable and accrued expenses
|
$
|
$
|
|
|
Total liabilities
|
$
|
$
|
|
(a)
Other assets at
November 30, 2024
and
2023
included
$
38.2
million
and
$
34.4
million
, respectively, of contract assets for
Note 4.
Earnings Per Share
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Numerator:
|
|||||
|
Net income
|
$
|
$
|
$
|
||
|
Less: Distributed earnings allocated to participating securities
|
(
|
(
|
(
|
||
|
Less: Undistributed earnings allocated to participating securities
|
(
|
(
|
(
|
||
|
Numerator for basic earnings per share
|
|
|
|
||
|
Effect of dilutive securities:
|
|||||
|
Add: Undistributed earnings allocated to participating securities
|
|
|
|
||
|
Less: Undistributed earnings reallocated to participating securities
|
(
|
(
|
(
|
||
|
Numerator for diluted earnings per share
|
$
|
$
|
$
|
||
69
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Denominator:
|
|||||
|
Weighted average shares outstanding — basic
|
|
|
|
||
|
Effect of dilutive securities:
|
|||||
|
Share-based payments
|
|
|
|
||
|
Weighted average shares outstanding — diluted
|
|
|
|
||
|
Basic earnings per share
|
$
|
$
|
$
|
||
|
Diluted earnings per share
|
$
|
$
|
$
|
||
In
2024
,
2023
and
2022
,
no
outstanding stock options were excluded from the diluted earnings per share calculation.
Contingently issuable shares associated with outstanding
PSU
s were not included in the basic earnings per share calculations
Note 5.
Receivables
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Due from utility companies, improvement districts and municipalities (a)
|
$
|
$
|
|
|
Recoveries related to self-insurance and other legal claims
|
|
|
|
|
Refundable deposits and bonds
|
|
|
|
|
Income taxes receivable
|
|
|
|
|
Other
|
|
|
|
|
Subtotal
|
|
|
|
|
Allowance for doubtful accounts
|
(
|
(
|
|
|
Total
|
$
|
$
|
|
(a)
These receivables typically relate to infrastructure improvements we make with respect to our communities. We are
generally reimbursed for the cost of such improvements when they are accepted by the utility company, improvement
district or municipality, or after certain events occur, depending on the terms of the applicable agreements. These events
may include, but are not limited to, the connection of utilities or the issuance of bonds by the respective improvement
Note 6
.
Inventories
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Homes completed or under construction
|
$
|
$
|
|
|
Land under development
|
|
|
|
|
Total
|
$
|
$
|
|
Homes completed or under construction is comprised of costs associated with homes completed or in various stages of
construction and includes direct construction and related land acquisition and land development costs. Land under development
primarily consists of land acquisition and land development costs. Land development costs include capitalized interest and real
estate taxes. When home construction begins, the associated land acquisition and land development costs are included in homes
under construction.
70
Land under development at
November 30, 2024
and
2023
included land held for future development of
$
21.2
million
and
$
17.0
million
, respectively. Land held for future development principally relates to land where development activity has been
suspended or has not yet begun but is expected to occur in the future. These assets are generally located in submarkets where
conditions do not presently support further investment or development, or are subject to a building permit moratorium or
regulatory restrictions, or are portions of larger land parcels that we plan to build out over several years and/or that have not yet
been entitled.
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Capitalized interest at beginning of year
|
$
|
$
|
$
|
||
|
Interest incurred
|
|
|
|
||
|
Interest amortized to construction and land costs (a)
|
(
|
(
|
(
|
||
|
Capitalized interest at end of year
|
$
|
$
|
$
|
||
(a)
Interest amortized to construction and land costs for the years ended
November 30, 2024
and
2023
included nominal
amounts
related to land sales during the periods.
Note 7
.
Inventory Impairments and Land Option Contract Abandonments
Impairment indicators are assessed separately for each community or land parcel on a quarterly basis and include, but are not
limited to, the following: significant decreases in net orders, average selling prices, volume of homes delivered, gross profit
margins on homes delivered or projected gross profit margins on homes in backlog or future deliveries; significant increases in
budgeted land development and home construction costs or cancellation rates; or projected losses on expected future land sales.
We evaluated
eight
,
five
and
five
communities or land parcels for recoverability as of
November 30, 2024
,
2023
and
2022
,
respectively. The carrying values of those communities or land parcels evaluated as of
November 30, 2024
,
2023
and
2022
were
$
139.5
million
,
$
89.3
million
and
$
118.7
million
, respectively. In addition, we evaluated land held for future
development for recoverability as of
November 30, 2024
,
2023
and
2022
. Inventory impairment charges are included in
construction and land costs in our consolidated statements of operations.
When an indicator of potential impairment is identified for a community or land parcel, we test the asset for recoverability
by comparing the carrying value of the asset to the undiscounted future net cash flows expected to be generated by the asset.
The undiscounted future net cash flows are impacted by then-current conditions and trends in the market in which the asset is
located as well as factors known to us at the time the cash flows are calculated. These factors may include recent trends in our
orders, backlog, cancellation rates and volume of homes delivered, as well as our expectations related to the following: product
offerings; market supply and demand, including estimated average selling prices and related price appreciation; and land
development, home construction and overhead costs to be incurred and related cost inflation.
Our inventory is assessed for
potential impairment on a quarterly basis, and the assumptions used are reviewed and adjusted, as necessary, to reflect the
market conditions and trends and our expectations at the time each assessment is performed.
Given the inherent challenges and uncertainties in forecasting future results, our inventory assessments at the time they are
made take into consideration whether a community or land parcel is active, meaning whether it is open for sales and/or
undergoing development, or whether it is being held for future development or held for sale. Due to the short-term nature of
active communities and land held for sale, as compared to land held for future development, our inventory assessments
generally assume the continuation of then-current market conditions, subject to identifying information suggesting significant
sustained changes in such conditions. Our assessments of active communities, at the time made, generally anticipate net orders,
average selling prices, volume of homes delivered and costs for land development and home construction to continue at or near
then-current levels through the particular asset’s estimated remaining life. Inventory assessments for our land held for future
development consider then-current market conditions as well as subjective forecasts regarding the timing and costs of land
development and home construction and related cost inflation; the product(s) to be offered; and the net orders, volume of homes
delivered, and selling prices and related price appreciation of the offered product(s) when an associated community is
anticipated to open for sales. We evaluate various factors to develop these forecasts, including the availability of and demand
for homes and finished lots within the relevant marketplace; historical, current and expected future sales trends for the
marketplace; and third-party data, if available. The estimates, expectations and assumptions used in each of our inventory
71
assessments are specific to each community or land parcel based on what we believe are reasonable forecasts for their particular
performance, and may vary among communities or land parcels and may vary over time.
We record an inventory impairment charge on a community or land parcel that is active or held for future development
when indicators of potential impairment exist and the carrying value of the real estate asset is greater than the undiscounted
future net cash flows the asset is expected to generate. These real estate assets are written down to fair value, which is primarily
determined based on the estimated future net cash flows discounted for inherent risk associated with each such asset, or other
valuation techniques.
Inputs used in our calculation of estimated discounted future net cash flows are specific to each affected
real estate asset and are based on our expectations for each such asset as of the applicable measurement date, including, among
others, expectations related to average selling prices and volume of homes delivered.
The discount rates we used were
impacted by one or more of the following at the time the calculation was made: the risk-free rate of return; expected risk
premium based on estimated land development, home construction and delivery timelines; market risk from potential future
price erosion; cost uncertainty due to land development or home construction cost increases; and other risks specific to the asset
or conditions in the market in which the asset is located.
We record an inventory impairment charge on land held for sale when the carrying value of a land parcel is greater than its
fair value. These real estate assets are written down to fair value, less associated costs to sell. The estimated fair values of such
assets are generally based on bona fide letters of intent from outside parties, executed sales contracts, broker quotes or similar
information.
measurements with respect to impaired communities, other than land held for sale, written down to fair value during the years
presented:
|
Years Ended November 30,
|
||||||
|
Unobservable Input (a)
|
2024
|
2023
|
2022
|
|||
|
Average selling price
|
n/a
|
n/a
|
$
|
|||
|
Deliveries per month
|
n/a
|
n/a
|
|
|||
|
Discount rate
|
n/a
|
n/a
|
|
|||
(a)
Ranges of inputs presented primarily reflect differences between the housing markets where each impacted community is
Based on the results of our evaluations, we recognized
no
inventory impairment charges in
2024
or
2023
. In
2022
, we
recognized inventory impairment charges of
$
24.1
million
related to
four
communities with a post-impairment fair value of
$
41.3
million
. The impairment charges in
2022
reflected our decisions to make changes in our operational strategies aimed at
more quickly monetizing our investment in certain communities, mainly by accelerating the overall pace for selling, building
and delivering homes therein, including communities on land previously held for future development. If we change our
strategy or if there are changes in market conditions for any given asset, it is possible that we may recognize additional
inventory impairment charges.
As of
November 30, 2024
, the aggregate carrying value of our inventory that had been impacted by previous inventory
impairment charges was
$
32.1
million
, representing
four
communities and various other land parcels. As of
November 30,
2023
, the aggregate carrying value of our inventory that had been impacted by previous inventory impairment charges was
$
73.9
million
, representing
five
communities and various other land parcels.
continues to meet our investment return standards. Assessments are made separately for each optioned land parcel on a
quarterly basis and are affected by the following factors relative to the market in which the asset is located, among others:
current and/or anticipated net orders, average selling prices and volume of homes delivered; estimated land development and
home construction costs; and projected profitability on expected future housing or land sales. When a decision is made not to
exercise certain land option contracts and other similar contracts due to market conditions and/or changes in our marketing
Based on the re
sults of our assessments, we recognized land option contract abandonment charges of
$
4.6
million
in
2024
,
$
11.4
million
in
2023
and
$
13.2
million
in
2022
. Land option contract abandonment charges are included in construction and
land costs in our consolidated statements of operations.
The estimated remaining life of each community or land parcel in our inventory depends on various factors, such as the
total number of lots remaining; the expected timeline to acquire and entitle land and develop lots to build homes; the anticipated
future net order and cancellation rates; and the expected timeline to build and deliver homes sold. While it is difficult to
72
determine a precise timeframe for any particular inventory asset, based on current market conditions and expected delivery
timelines, we estimate our inventory assets’ remaining operating lives to range generally from
one year
to
10
years
,
and expect
to realize, on an overall basis, the majority of our inventory balance as of November 30, 2024 within
five years
.
Due to the judgment and assumptions applied in our inventory impairment and land option contract abandonment
assessment processes, and in our estimations of the remaining operating lives of our inventory assets and the realization of our
inventory balances, particularly as to land held for future development, it is possible that actual results could differ substantially
Note 8
.
Variable Interest Entities
Unconsolidated Joint Ventures.
We participate in joint ventures from time to time that conduct land acquisition, land
development and/or other homebuilding activities in various markets where our homebuilding operations are located. Our
investments in these joint ventures may create a variable interest in a variable interest entity (“
VIE
”), depending on the
contractual terms of the arrangement. We analyze our joint ventures under the variable interest model to determine whether
they are
VIE
s and, if so, whether we are the primary beneficiary. Based on our analyses, we determined that
one
of our joint
ventures at
November 30, 2024
and
2023
was a
VIE
, but we were not the primary beneficiary of the
VIE
. Therefore, all of our
joint ventures at
November 30, 2024
and
2023
were unconsolidated and accounted for under the equity method because we did
not have a controlling financial interest.
Land Option Contracts and Other Similar Contracts.
In the ordinary course of our business, we enter into land option
contracts and other similar contracts with third parties and unconsolidated entities to acquire rights to land for the construction
of homes. The use of these contracts generally allows us to reduce the market risks associated with direct land ownership and
development, and reduce our capital and financial commitments, including interest and other carrying costs. Under these
contracts, which generally do not contain provisions requiring our specific performance, we typically make a specified option
payment or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price.
We analyze each of our land option contracts and other similar contracts under the variable interest model to determine
whether the land seller is a
VIE
and, if so, whether we are the primary beneficiary. Although we do not have legal title to the
underlying land, we are required to consolidate a
VIE
if we are the primary beneficiary. In determining whether we are the
primary beneficiary, we consider, among other things, whether we have 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
. As a result of our analyses, we determined that as of
November 30, 2024
and
2023
, we were not the primary
|
November 30, 2024
|
November 30, 2023
|
||||||
|
Cash
Deposits
|
Aggregate
Purchase Price
|
Cash
Deposits
|
Aggregate
Purchase Price
|
||||
|
Unconsolidated VIEs
|
$
|
$
|
$
|
$
|
|||
|
Other land option contracts and other similar contracts
|
|
|
|
|
|||
|
Total
|
$
|
$
|
$
|
$
|
|||
In addition to the cash deposits presented in the table above, our exposure to loss related to our land option contracts and
other similar contracts with third parties and unconsolidated entities consisted of pre-acquisition costs of
$
34.3
million
at
November 30, 2024
and
$
18.5
million
at
November 30, 2023
. These pre-acquisition costs and cash deposits were included in
inventories in our consolidated balance sheets.
variable interest model, we consider whether such contracts should be accounted for as financing arrangements. Land option
contracts and other similar contracts that may be considered financing arrangements include those we enter into with third-party
land financiers or developers in conjunction with such third parties acquiring a specific land parcel(s) on our behalf, at our
direction, and those with other landowners where we or our designee make improvements to the optioned land parcel(s) during
the applicable option period. For these land option contracts and other similar contracts, we record the remaining purchase
price of the associated land parcel(s) in inventories in our consolidated balance sheets with a corresponding financing obligation
if we determine that we are effectively compelled to exercise the option to purchase the land parcel(s). In making this
determination with respect to a land option contract, we consider the non-refundable deposit(s) we have made and any non-
73
reimbursable expenditures we have incurred for land improvement activities or other items up to the assessment date; additional
costs associated with abandoning the contract; and our commitments, if any, to incur non-reimbursable costs associated with the
recorded inventories in our consolidated balance sheets, with a corresponding increase to accrued expenses and other liabilities,
of
$
26.0
million
at
November 30, 2024
and
$
21.5
million
at
November 30, 2023
.
Note 9
.
Investments in Unconsolidated Joint Ventures
Homebuilding.
We have investments in unconsolidated joint ventures that conduct land acquisition, land development and/
or other homebuilding activities in various markets where our homebuilding operations are located. We and our unconsolidated
joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro
rata basis, according to our respective equity interests. The obligations to make capital contributions are governed by each such
unconsolidated joint venture’s respective operating agreement and related governing documents. Our partners in these
unconsolidated joint ventures are unrelated homebuilders, and/or land developers and other real estate entities, or commercial
enterprises. These investments are designed primarily to reduce market and development risks and to increase the number of
lots we own or control. In some instances, participating in unconsolidated joint ventures has enabled us to acquire and develop
land that we might not otherwise have had access to due to a project’s size, financing needs, duration of development or other
circumstances. While we consider our participation in unconsolidated joint ventures as potentially beneficial to our
homebuilding activities, we do not view such participation as essential.
For distributions we receive from these unconsolidated joint ventures, we have elected to use the cumulative earnings
approach for our consolidated statements of cash flows. Under the cumulative earnings approach, distributions up to the
amount of cumulative equity in earnings recognized are treated as returns on investment within operating cash flows and those
in excess of that amount are treated as returns of investment within investing cash flows.
We typically have obtained rights to acquire portions of the land held by the unconsolidated joint ventures in which we
currently participate. When an unconsolidated joint venture sells land to our homebuilding operations, we defer recognition of
our share of such unconsolidated joint venture’s earnings (losses) until we recognize revenues on the corresponding home sale,
which is generally when title to and possession of the home and the risks and rewards of ownership are transferred to the
homebuyer on the closing date. At that time, we account for the earnings (losses) as a reduction (increase) to the cost of
purchasing the land from the unconsolidated joint venture. We defer recognition of our share of such unconsolidated joint
venture losses only to the extent profits are to be generated from the sale of the home to a homebuyer.
We share in the earnings (losses) of these unconsolidated joint ventures generally in accordance with our respective equity
interests. In some instances, we recognize earnings (losses) related to our investment in an unconsolidated joint venture that
differ from our equity interest in the unconsolidated joint venture. This typically arises from our deferral of the unconsolidated
joint venture’s earnings (losses) from land sales to us, or other items.
We had investments in
six
unconsolidated joint ventures as of
November 30, 2024
,
2023
and
2022
.
The following table
presents combined condensed information from the statements of operations for our homebuilding unconsolidated joint
ventures (in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues
|
$
|
$
|
$
|
||
|
Construction and land costs
|
(
|
(
|
(
|
||
|
Other expenses, net
|
(
|
(
|
(
|
||
|
Income (loss)
|
$
|
$
(
|
$
(
|
||
74
The combined revenues and construction and land costs for 2024 primarily related to homes delivered by an
unconsolidated joint venture in California.
In
2023
and
2022
, our unconsolidated joint ventures did not deliver any homes.
The
following table presents combined condensed balance sheet information for our homebuilding unconsolidated joint ventures (in
thousands):
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Assets
|
|||
|
Cash
|
$
|
$
|
|
|
Receivables
|
|
|
|
|
Inventories
|
|
|
|
|
Other assets
|
|
|
|
|
Total assets
|
$
|
$
|
|
|
Liabilities and equity
|
|||
|
Accounts payable and other liabilities
|
$
|
$
|
|
|
Notes payable (a)
|
|
|
|
|
Equity
|
|
|
|
|
Total liabilities and equity
|
$
|
$
|
|
(a)
As of both
November 30, 2024
and
2023
, the unconsolidated joint venture in California that delivered homes in 2024 had
borrowings outstanding under a revolving line of credit it entered into with a third-party lender in April 2022 to finance its
land acquisition, development and construction activities. In April 2024, the revolving line of credit was amended,
increasing the aggregate commitment to
$
70.0
million
from
$
62.0
million
, with the amount of all advances through
October 2024 not to exceed
$
80.0
million
. Principal repayments are made as homes are delivered, which began in May
2024. Pursuant to the amendment, the revolving line of credit converted to a term loan and the aggregate commitment was
reduced to
$
55.0
million
effective October 31, 2024, and will be reduced to
$
25.0
million
by April 30, 2025. Borrowings
under this term loan are secured by the underlying property and related project assets. This term loan is scheduled to
mature on
April 19, 2026
, unless extended or terminated pursuant to its applicable terms.
None
of our other
We provide certain guarantees and indemnities to the lender in connection with the above-described revolving line of
credit, including a guaranty of interest and carry costs; a guaranty to complete the construction of phases of the improvements
for the project as such phases are commenced; a guaranty against losses suffered due to certain bad acts or failures to act by the
unconsolidated joint venture or its partners; and an indemnity from environmental issues. Except to the extent related to the
foregoing guarantees and indemnities, we do not have a guaranty or any other obligation to repay borrowings under the line of
credit or to support the value of the underlying collateral. However, various financial and non-financial covenants apply under
the line of credit and with respect to the related guaranty and indemnity obligations, and a failure to comply with such
covenants could result in a default and cause the lender to seek to enforce such guaranty and indemnity obligations. As of the
date of this report, we were in compliance with the relevant covenants. We do not believe that our existing exposure under our
guaranty and indemnity obligations related to outstanding borrowings under the line of credit is material to our consolidated
financial statements.
Financial Services.
The following table presents combined condensed information from the statements of operations for
our financial services unconsolidated joint ventures, mostly comprised of
KBHS
’s activities (in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Revenues
|
$
|
$
|
$
|
||
|
Expenses
|
(
|
(
|
(
|
||
|
Income
|
$
|
$
|
$
|
||
Revenues are primarily generat
ed from fees earned on mortgage loan originations, interest earned for the period loans are
held by
KBHS
, and gains on the sales of mortgage loans held for sale. Gains on the sales of mortgage loans held for sale
75
include the realized and unrealized gains and losses associated with changes in the fair value of such loans and any related
derivative financial instruments.
venture (in thousands):
|
November 30,
|
|||
|
2024
|
2023
|
||
|
Assets
|
|||
|
Cash and cash equivalents (a)
|
$
|
$
|
|
|
Mortgage loans held for sale
|
|
|
|
|
Other assets
|
|
|
|
|
Total assets
|
$
|
$
|
|
|
Liabilities and equity
|
|||
|
Accounts payable and other liabilities
|
$
|
$
|
|
|
Funding facilities
|
|
|
|
|
Equity
|
|
|
|
|
Total liabilities and equity
|
$
|
$
|
|
(a)
Cash and cash equivalents i
ncludes restricted cash of
$
1.3
million
at
November 30, 2024
and
2023
.
Mortgage loans held for sale
.
Originated mortgage
loans expected to be sold into the secondary market in the foreseeable
future are reported as mortgage loans held for sale and carried in
KBHS
’ balance sheets at fair value, with changes in fair value
recognized within revenues in
KBHS
’ statements of
operations.
Interest rate lock commitments
.
KBHS
enters into
IRLCs
in connection with originating certain mortgage loans held for
sale, at specified interest rates and within a specified period of time, with customers who have applied for a mortgage loan and
meet certain credit and underwriting criteria.
KBHS
accounts for
IRLCs
as free-standing derivatives and does not designate
any for hedge accounting. As a result,
IRLCs
are recognized in
KBHS
’ balance sheets at fair value, and gains or losses
resulting from changes in fair value are recognized within revenues in
KBHS
’ statements of operations. The fair value of
IRLCs
is based on market prices, which includes an estimate of the fair value of the associated mortgage servicing rights,
adjusted for estimated costs to originate the underlying mortgage loans, as well as the probability that the mortgage loans will
fund within the terms of the
IRLCs
. The fair value of
IRLCs
included in other assets in
KBHS
’ balance sheets was
$
16.0
million
at
November 30, 2024
and
$
13.9
million
at
November 30, 2023
. The changes in the fair value of
IRLCs
, which
were reported in revenues for the applicable periods, were gains of
$
2.1
million
for
2024
and
$
20.3
million
for 2022 and a loss
of
$
16.0
million
for
2023
.
KBHS
manages the interest rate and price risk associated w
ith its outstanding
IRLCs
by entering into best efforts forward
sale commitments under which mortgage loans locked with a borrower are simultaneously committed to a secondary market
investor at a fixed price, subject to the underlying mortgage loans being funded. These best efforts forward sale commitments
do not meet the definition of derivative financial instruments and are therefore not recorded in
KBHS
’ balance sheets. If the
mortgage loans underlying the
IRLCs
do not fund,
KBHS
ha
s no obligation to fulfill the secondary market investor
commitments.
Funding facilities
.
KBHS
maintains warehouse lines of credit and master repurchase agreements with various financial
institutions to fund its originated mortgage loans, with its mortgage loans held for sale pledged as collateral under these
agreements. The agreements contain covenants which include certain financial requirements, including maintenance of
minimum tangible net worth, minimum liquid assets, maximum debt to net worth ratio and positive net income, as defined in
the agreements.
KBHS
was in compliance with these covenants as of
November 30, 2024
. In addition to its compliance with
these covenants,
KBHS
also depends on the ability and willingness of the applicable lenders and financial institutions,
including any substitute or additional lenders and financial institutions, to extend such credit facilities to
KBHS
to fund its
originated mortgage loans.
KBHS
intends to renew these facilities when they expire at various dates in 2025
. The warehouse
76
Note 10.
Property and Equipment, Net
|
November 30,
|
||||
|
2024
|
2023
|
|||
|
Computer software and equipment
|
$
|
$
|
||
|
Model furnishings and sales office improvements
|
|
|
||
|
Leasehold improvements, office furniture and equipment
|
|
|
||
|
Subtotal
|
|
|
||
|
Accumulated depreciation
|
(
|
(
|
||
|
Total
|
$
|
$
|
||
Note 11
.
Other Assets
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Cash surrender value of corporate-owned life insurance contracts
|
$
|
$
|
|
|
Lease right-of-use assets
|
|
|
|
|
Prepaid expenses
|
|
|
|
|
Other
|
|
|
|
|
Total
|
$
|
$
|
|
On March 1, 2024, substantially all the assets of an investee company, in which we had an aggregate ownership interest of
approximately
13.5
%
, held largely through a limited liability company we established to hold the investment, were sold to a
privately held buyer through a merger.
Prior to the sale, certain assets of the investee company that were not included in the
sale were distributed to a separate privately held entity in which we received the same proportionate equity interest.
From the
sale, we received cash plus certain preferred and common equity interests in the buyer. The estimated fair value of the private
equity interests is included in other assets as of
November 30, 2024
. In connection with the sale, we recognized a gain of
$
12.5
million
, which is included in interest income and other in our consolidated statements of operations for the year ended
November 30, 2024
. Certain of our executives are entitled to receive a portion of the proceeds from the sale transaction,
including any later distributions, pursuant to ownership interests they initially acquired, including our chairman and chief
executive officer who acquired a
3.3
%
interest, in the relevant limited liability company in 2000 through an incentive program
described in the Proxy Statement for our 2001 Annual Meeting of Stockholders.
These executives
vested in their respective
interests three years after their initial acquisition.
77
Note 12.
Accrued Expenses and Other Liabilities
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Self-insurance and other legal liabilities
|
$
|
$
|
|
|
Employee compensation and related benefits
|
|
|
|
|
Warranty liability
|
|
|
|
|
Inventory-related obligations (a)
|
|
|
|
|
Customer deposits
|
|
|
|
|
Accrued interest payable
|
|
|
|
|
Lease liabilities
|
|
|
|
|
Real estate and business taxes
|
|
|
|
|
Federal and state taxes payable
|
|
|
|
|
Other
|
|
|
|
|
Total
|
$
|
$
|
|
(a)
Represents liabilities for financing arrangements discussed in
Note 8
–
Variable Interest Entities
, as well as liabilities for
fixed or determinable amounts associated with
TIFE
assessments.
As homes are delivered, our obligation to pay the
remaining
TIFE
assessments associated with each underlying lot is transferred to the homebuyer. As such, these
assessment obligations will be paid by us only to the extent we do not deliver homes on applicable lots before the related
Note 13
.
Leases
on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Lease right-of-use assets
and lease liabilities are recorded in our consolidated balance sheets for leases with an expected term at the commencement date
of more than 12 months. Some of our leases include
one
or more renewal options, the exercise of which is generally at our
discretion. Such options are excluded from the expected term of the lease unless we determine it is reasonably certain the
option will be exercised. Lease liabilities are equal to the present value of the remaining lease payments while the amount of
lease right-of-use assets is based on the lease liabilities, subject to adjustment, such as for lease incentives. Our leases do not
provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the
present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term,
market interest rates, current interest rates on our senior notes and the effects of collateralization. Our lease population at
November 30, 2024
was comprised of operating leases where we are the lessee, primarily real estate leases for our corporate
offices, division offices and design studios, as well as certain equipment leases. Our lease agreements do not contain any
residual value guarantees or material restrictive covenants.
Lease expense is included in selling, general and administrative expenses in our consolidated statements of operations and
the years ended
November 30, 2024
,
2023
and
2022
, our total lease expense was
$
20.2
million
,
$
22.1
million
and
$
20.7
million
, respectively, and included short-term lease costs of
$
7.0
million
,
$
8.6
million
and
$
7.7
million
, respectively.
Variable lease costs and external sublease income for the years ended
November 30, 2024
,
2023
and
2022
were immaterial.
and weighted-average discount rate (incremental borrowing rate) used in calculating the lease liabilities (dollars in thousands):
|
November 30,
|
||||
|
2024
|
2023
|
|||
|
Lease right-of-use assets (a)
|
$
|
$
|
||
|
Lease liabilities (a)
|
|
|
||
|
Weighted-average remaining lease term
|
|
|
||
|
Weighted-average discount rate (incremental borrowing rate)
|
|
|
||
78
(a)
Lease right-of-use assets and lease liabilities are predominantly within our homebuilding operations, with only nominal
The following table presents additional information about our leases (in thousands):
|
|
Years Ended November 30,
|
||
|
2024
|
2023
|
||
|
Lease right-of-use assets obtained in exchange for new lease liabilities
|
$
|
$
|
|
|
Cash payments on lease liabilities
|
|
|
|
|
Years Ending November 30,
|
|
|
|
2025
|
$
|
|
|
2026
|
|
|
|
2027
|
|
|
|
2028
|
|
|
|
2029
|
|
|
|
Thereafter
|
|
|
|
Total lease payments
|
|
|
|
Less: Interest
|
(
|
|
|
Present value of lease liabilities
|
$
|
Note 14
.
Income Taxe
s
Income Tax Expense.
The components of the income tax expense in our consolidated statements of operations are as
follows (in thousands):
|
Federal
|
State
|
Total
|
|||
|
2024
|
|||||
|
Current
|
$
(
|
$
(
|
$
(
|
||
|
Deferred
|
(
|
(
|
(
|
||
|
Income tax expense
|
$
(
|
$
(
|
$
(
|
||
|
2023
|
|||||
|
Current
|
$
(
|
$
(
|
$
(
|
||
|
Deferred
|
(
|
(
|
(
|
||
|
Income tax expense
|
$
(
|
$
(
|
$
(
|
||
|
2022
|
|||||
|
Current
|
$
(
|
$
(
|
$
(
|
||
|
Deferred
|
(
|
(
|
(
|
||
|
Income tax expense
|
$
(
|
$
(
|
$
(
|
Our effective tax rates were
23.0
%
for
2024
,
23.5
%
for
2023
and
23.8
%
for
2022
.
In
2024
, our income tax expense and effective tax rate included the favorable impacts of
$
19.3
million
of
Section 45L
tax
credits we recognized primarily from building energy-efficient homes and
$
7.9
million
of excess tax benefits related to stock-
based compensation
,
partly offset by
$
10.7
million
of non-deductible executive compensation expense. In
2023
, our income
tax expense and effective tax rate reflected the favorable impacts of
$
25.2
million
of
Section 45L
tax credits and
$
5.5
million
of
excess tax benefits related to stock-based compensation, partly offset by
$
12.2
million
of non-deductible executive
compensation expense. In
2022
, our income tax expense and effective tax rate reflected the favorable impacts of
$
22.6
million
79
of
Section 45L
tax credits and
$
1.8
million
of excess tax benefits related to stock-based compensation, partly offset by
$
9.7
million
of non-deductible executive compensation expense.
The IRA tied Section 45L tax credit qualification for energy-efficient homes built on and after January 1, 2023 to new
homes achieving ENERGY STAR certification. Based on guidance the IRS issued in September 2023, fewer of the ENERGY
STAR homes we build in California meet the heightened qualification standard the IRS selected for homes built in that state
relative to other states.
Deferred Tax Assets, Net.
Deferred income taxes result from temporary differences in the financial and tax basis of assets
and liabilities.
Significant components of our deferred tax liabilities and assets are as follows (in thousands):
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Deferred tax liabilities:
|
|||
|
Capitalized expenses
|
$
|
$
|
|
|
State taxes
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Other
|
|
|
|
|
Total
|
|
|
|
|
Deferred tax assets:
|
|||
|
Warranty, legal and other accruals
|
|
|
|
|
Employee benefits
|
|
|
|
|
Capitalized expenses
|
|
|
|
|
NOLs from 2006 through 2023
|
|
|
|
|
Inventory impairment and land option contract abandonment charges
|
|
|
|
|
Partnerships and joint ventures
|
|
|
|
|
Tax credits
|
|
|
|
|
Other
|
|
|
|
|
Total
|
|
|
|
|
Valuation allowance
|
(
|
(
|
|
|
Total
|
|
|
|
|
Deferred tax assets, net
|
$
|
$
|
|
Reconciliation of Expected Income Tax Expense.
The income tax expense computed at the statutory U.S. federal income
tax rate and the income tax expense provided in our consolidated statements of operations differ as follows (dollars in
thousands):
|
|
Years Ended November 30,
|
||||||||||
|
|
2024
|
2023
|
2022
|
||||||||
|
$
|
%
|
$
|
%
|
$
|
%
|
||||||
|
Income tax expense computed at statutory rate
|
$
(
|
(
|
$
(
|
(
|
$
(
|
(
|
|||||
|
Tax credits
|
|
|
|
|
|
|
|||||
|
Stock compensation
|
|
|
|
|
|
|
|||||
|
Dividend received deduction
|
|
|
|
|
|
|
|||||
|
Valuation allowance for deferred tax assets
|
|
|
|
|
|
|
|||||
|
Non-deductible compensation
|
(
|
(
|
(
|
(
|
(
|
(
|
|||||
|
State taxes, net of federal income tax benefit
|
(
|
(
|
(
|
(
|
(
|
(
|
|||||
|
Other, net
|
|
|
|
|
(
|
(
|
|||||
|
Income tax expense
|
$
(
|
(
|
$
(
|
(
|
$
(
|
(
|
|||||
80
Deferred Tax Asset Valuation Allowance.
We evaluate our deferred tax assets quarterly to determine if adjustments to our
valuation allowance are required based on the consideration of all available positive and negative evidence using a “more likely
than not” standard with respect to whether deferred tax assets will be realized. Our evaluation
considers, among other factors,
our historical operating results, our expectation of future profitability, the duration of the applicable statutory carryforward
periods, and conditions in the housing market and the broader economy.
In our evaluation, we give more significant weight to
evidence that is objective in nature as compared to subjective evidence. Also, more significant weight is given to evidence that
directly relates to our then-current financial performance as compared to indirect or less current evidence.
The ultimate
realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in
which the related deferred tax assets become deductible.
The value of our deferred tax assets depends on applicable income tax
rates.
Our deferred tax assets
of
$
119.2
million
at
November 30, 2024
and
$
136.4
million
at
November 30, 2023
were partially
offset in each year by valuation allowances of
$
16.8
million
and
$
16.9
million
, respectively. The deferred tax asset valuation
allowances at
November 30, 2024
and
2023
were primarily related to certain state
NOL
s that had not met the “more likely than
not” realization standard at those dates. As a result of our utilization of certain state
NOL
s, we reduced the valuation allowance
by
$.1 million
in
2024
. As of
November 30, 2024
, we would need to generate approximately
$
408.0
million
of pretax income
in future periods before
2043
to realize our deferred tax assets. Based on the evaluation of our deferred tax assets as of
November 30, 2024
and
2023
, we determined that most of our deferred tax assets would be realized.
We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a
valuation allowance with respect to our deferred tax assets. The accounting for deferred tax assets is based upon estimates of
future results. Changes in positive and negative evidence, including differences between estimated and actual results, could
result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial
statements. Changes in existing federal and state tax laws and corporate income tax rates could also affect actual tax results and
the realization of deferred tax assets over time.
The majority of the tax benefits associated with our
NOL
s can be carried forward for
20
years
and applied to offset future
taxable income. Depending on their applicable statutory period, the state
NOL
s of
$
21.8
million
, if not utilized, will begin to
expire between
2025
and
2043
. No state
NOL
s expired in 2024 or 2023. State
NOL
s of
$.1 million
expired in
2022
.
Unrecognized Tax Benefits.
Gross unrecognized tax benefits are the differences between a tax position taken or expected
to be taken in a tax return, and the benefit recognized for accounting purposes.
A reconciliation of the beginning and ending
balances of gross unrecognized tax benefits, including interest and penalties, is as follows (in thousands):
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Balance at beginning of year
|
$
|
$
|
$
|
||
|
Increase related to prior years’ tax positions
|
|
|
|
||
|
Balance at end of year
|
$
|
$
|
$
|
||
Our unrecognized tax benefits are included in accrued expenses and other liabilities in our consolidated balance sheets. We
recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as a
component of the provision for income taxes.
If these unrecognized tax benefits reverse in the future, they would have a beneficial impact on our effective tax rate at that
time. During the next 12 months, it is possible that the amount of unrecognized tax benefits will change, but we are not able to
provide a range of such change. The potential change, if any, will be related to increases due to new tax positions taken and the
accrual of interest and penalties. Our total accrued interest and penalties related to unrecognized income tax benefits was
approximately
$.2 million
at
November 30, 2024
and approximately
$.1 million
at
November 30, 2023
. Because of the impact
of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not
affect our annual effective tax rate but would accelerate the payment of cash to a tax authority to an earlier period. As of
November 30, 2024, the fiscal years ending
2021
and later remain open to federal examinations, while
2020
and later remain
open to state examinations.
The benefits of our deferred tax assets, including our
NOL
s, built-in losses and tax credits would be reduced or potentially
eliminated if we experienced an “ownership change” under Internal Revenue Code Section 382 (“Section 382”). Based on our
analysis performed as of
November 30, 2024
, we do not believe that we have experienced an ownership change as defined by
Section 382, and, therefore, the
NOL
s, built-in losses and tax credits we have generated should not be subject to a Section 382
81
Note 15
.
Notes Payable
|
|
November 30,
|
||
|
|
2024
|
2023
|
|
|
Senior unsecured term loan due August 25, 2026
|
$
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages and land contracts due to land sellers and other loans (at an interest rate of
at November 30, 2024 and
|
|
|
|
|
Total
|
$
|
$
|
|
The carrying amounts of the
Term Loan
and senior notes listed above are net of debt issuance costs, which totaled
$
11.5
million
at
November 30, 2024
and
$
13.9
million
at
November 30, 2023
.
Unsecured Revolving Credit Facility.
We have a
$
1.09
billion
Credit Facility
that will mature on
February 18, 2027
. The
Credit Facility
contains an uncommitted accordion feature under which its aggregate principal amount of available loans can be
increased to a maximum of
$
1.29
billion
under certain conditions, including obtaining additional bank commitments. The
Credit Facility
also contains a sublimit of
$
250.0
million
for the issuance of letters of credit. Interest on amounts borrowed
under the
Credit Facility
accrues at an adjusted term SOFR or a base rate, plus a spread that depends on our
Leverage Ratio
, as
defined under the
Credit Facility
. Interest is payable quarterly (base rate) or each month or three months (adjusted term
SOFR
).
The
Credit Facility
also requires the payment of a commitment fee at a per annum rate ranging from
.15
%
to
.35
%
of the
unused commitment, based on our
Leverage Ratio
. Under the terms of the
Credit Facility
, we are required, among other things,
to maintain compliance with various covenants, including financial covenants relating to our consolidated tangible net worth,
Leverage Ratio
, and either an
Interest Coverage Ratio
or a minimum level of liquidity, each as defined therein. Our obligations
to pay borrowings under the
Credit Facility
are guaranteed on a joint and several basis by our Guarantor Subsidiaries. The
amount of the
Credit Facility
available for cash borrowings and the issuance of letters of credit depends on the total cash
borrowings and letters of credit outstanding under the
Credit Facility
and the maximum available amount under the terms of the
Credit Facility
. As of
November 30, 2024
, we had
no
cash borrowings and
$
8.3
million
of letters of credit outstanding under
the
Credit Facility
.
Therefore, as of
November 30, 2024
, we had
$
1.08
billion
available for cash borrowings under the
Credit
Facility
, with up to
$
241.7
million
of that amount available for the issuance of letters of credit.
Senior Unsecured Term Loan.
We have a
Term Loan
with the lenders party thereto that will mature on
August 25, 2026
,
or earlier if we secure borrowings under the
Credit Facility
without similarly securing the
Term Loan
(subject to certain
exceptions). Interest under the
Term Loan
accrues at an adjusted term
SOFR
or a base rate, plus a spread that depends on our
Leverage Ratio
. Interest is payable quarterly (base rate) or each month or three months (adjusted term SOFR). The
Term Loan
contains various covenants that are substantially the same as those under the
Credit Facility
. The proceeds drawn under the
Term Loan
are guaranteed on a joint and several basis by our Guarantor Subsidiaries. As of
November 30, 2024
and
2023
, the
weighted average annual interest rates on our outstanding borrowings under the
Term Loan
were
6.0
%
and
6.8
%
, respectively.
LOC Facility.
We maintain a
LOC Facility
to obtain letters of credit from time to time in the ordinary course of operating
our business. On September 12, 2024, we entered into an amendment to the
LOC Facility
that increased the limit of letters of
credit we may issue under it from
$
75.0
million
to
$
100.0
million
, and extended the expiration date from February 18, 2027 to
million
and
$
12.5
million
, respectively.
Senior Notes.
All the senior notes outstanding at
November 30, 2024
and
2023
represent senior unsecured obligations that
are guaranteed by certain of our subsidiaries and rank equally in right of payment with all of our and our Guarantor
Subsidiaries’ existing unsecured and unsubordinated indebtedness. All of our senior notes were issued in underwritten public
offerings. Interest on each of these senior notes is payable semi-annually.
82
|
Redeemable
Prior to
Maturity
|
Effective
Interest Rate
|
|||||||||
|
Notes Payable
|
Principal
|
Issuance Date
|
Maturity Date
|
|||||||
|
|
$
|
February 20, 2019
|
June 15, 2027
|
Yes (a)
|
|
|||||
|
|
|
November 4, 2019
|
November 15, 2029
|
Yes (a)
|
|
|||||
|
|
|
June 22, 2022
|
July 15, 2030
|
Yes (b)
|
|
|||||
|
|
|
June 9, 2021
|
June 15, 2031
|
Yes (a)
|
|
(a)
At our option, these notes may be redeemed, in whole at any time or from time to time in part, at a redemption price equal
to the greater of (i)
100
%
of the principal amount of the notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of interest accrued to the
applicable redemption date), discounted to the redemption date at a defined rate, plus, in each case, accrued and unpaid
interest on the notes being redeemed to, but excluding, the applicable redemption date, except that six months prior to the
stated maturity date for these notes, the redemption price will be equal to
100
%
of the principal amount of the notes being
redeemed, plus accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date.
(b)
At our option, these notes may be redeemed, in whole at any time or in part from time to time prior to July 15, 2025, at a
redemption price equal to
100
%
of the principal amount of the notes being redeemed plus a “make whole” premium, plus
accrued and unpaid interest, if any, to the redemption date. In addition, at any time or from time to time prior to July 15,
2025, an amount not to exceed the net proceeds of qualified equity offerings may be used at our option to redeem up to
the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. We may also
elect to redeem the notes in whole at any time or in part from time to time, on or after July 15, 2025, at the applicable
If a change in control occurs as defined in the instruments governing our senior notes, we would be required to offer to
purchase all of our outstanding senior notes at
101
%
of their principal amount, together with all accrued and unpaid interest, if
any.
The indenture governing our senior notes does not contain any financial covenants. Subject to specified exceptions, the
indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or
engage in sale-leaseback transactions involving property above a certain specified value.
In addition, the indenture
contains
certain limitations related to mergers, consolidations, and sales of assets.
As of the date of this report,
we were in compliance with the applicable terms of all our covenants and other requirements
under the Credit Facility, the Term Loan, the senior notes, the indenture, the LOC Facility, and the mortgages and land
contracts due to land sellers and other loans.
Our ability to access the
Credit Facility
for cash borrowings and letters of credit
and our ability to secure future debt financing depend, in part, on our ability to remain in such compliance.
Our ability to
access the Credit Facility’s full borrowing capacity, as well as the LOC Facility’s full issuance capacity, also depends on the
ability and willingness of the applicable lenders and financial institutions, including any substitute or additional lenders and
financial institutions, to
meet their commitments to fund loans, extend credit or provide payment guarantees to or for us under
those instruments.
There are no agreements that restrict our payment of dividends other than the
Credit Facility
and the
Term
Loan
, which would restrict our payment of certain dividends, such as cash dividends on our common stock, if a default under
the
Credit Facility
or the
Term Loan
exists at the time of any such payment, or if any such payment would result in such a
default (other than dividends paid within 60 days after declaration, if there was no default at the time of declaration).
Mortgages and Land Contracts Due to Land Sellers and Other Loans.
As of
November 30, 2024
, inventories having a
carrying value of
$
14.1
million
were pledged to collateralize mortgages and land contracts due to land sellers and other loans.
Shelf Registration.
Our
2023 Shelf Registration
is filed with the
SEC
. The
2023 Shelf Registration
registers the offering
of securities that we may issue from time to time in amounts to be determined. Our ability to issue securities is subject to
market conditions and, with respect to debt securities, other factors impacting our borrowing capacity. We have not made any
offerings of securities under the
2023 Shelf Registration
.
Principal payments on our notes payable are due during each year ending November 30 as follows:
2025
—
$
.5
million
;
2026
—
$
360.6
million
;
2027
—
$
300.8
million
;
2028
—
$
.8
million
;
2029
—
$
300.3
million
; and thereafter —
$
740.0
83
Note 16.
Fair Value Disclosures
Level 1
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2
Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities
or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than
quoted prices that are observable for the asset or liability, or inputs that are derived principally from or
corroborated by observable market data, by correlation or other means.
Level 3
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or
similar techniques.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate that their
were adjusted to fair value during the years ended
November 30, 2024
or
2023
. See Note 7 –
Inventory Impairments and Land
Option Contract Abandonments
for information regarding the valuation of these assets.
except those for which the carrying values approximate fair values (in thousands):
|
|
November 30,
|
|||||||||
|
|
2024
|
2023
|
||||||||
|
Description
|
Fair Value
Hierarchy
|
Carrying
Value (a)
|
Estimated
Fair Value
|
Carrying
Value (a)
|
Estimated
Fair Value
|
|||||
|
Financial Liabilities:
|
||||||||||
|
Senior notes
|
Level 2
|
$
|
$
|
$
|
$
|
|||||
(a)
The carrying value for the senior notes, as presented, includes unamortized debt issuance costs. Debt issuance costs are not
The fair values of our senior notes are generally estimated based on quoted market prices for these instruments. The
carrying values reported for cash and cash equivalents, outstanding borrowings under the
Credit Facility
, if any, and the Term
Loan, and mortgages and land contracts due to land sellers and other loans approximate fair values. The carrying value of
Note 17
.
Commitments and Contingencies
Commitments and contingencies include typical obligations of homebuilders for the completion of contracts and those
incurred in the ordinary course of business.
Warranty.
We
provide a limited warranty on all of our homes.
The specific terms and conditions of our limited warranty
program vary depending upon the markets in which we do business. We generally provide a structural warranty of
10
years
, a
warranty on electrical, heating, cooling, plumbing and certain other building systems each varying from
two
to
five years
based
on geographic market and state law, and a warranty of
one year
for other components of the home. Our limited warranty
program is ordinarily how we respond to and account for homeowners’ requests to local division offices seeking repairs of
certain conditions or defects, including claims where we could have liability under applicable state statutes or tort law for a
defective condition in or damages to a home. Our warranty liability covers our costs of repairs associated with homeowner
claims made under our limited warranty program. These claims are generally made directly by a homeowner and involve their
individual home.
We periodically assess the adequacy of our accrued warranty liability, which is included in accrued expenses and other
liabilities in our consolidated balance sheets,
and adjust the amount as necessary based on our assessment.
Our assessment
includes the review of our actual warranty costs incurred to identify trends and changes in our warranty claims experience, and
considers our home construction quality and customer service initiatives and outside events.
While we believe the warranty
liability currently reflected in our consolidated balance sheets to be adequate, unanticipated changes or developments in the
legal environment, local weather, land or environmental conditions, quality of materials or methods used in the construction of
homes or customer service practices and/or our warranty claims experience could have a significant impact on our actual
warranty costs in future periods and such amounts could differ significantly from our current estimates.
84
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Balance at beginning of year
|
$
|
$
|
$
|
||
|
Warranties issued
|
|
|
|
||
|
Payments
|
(
|
(
|
(
|
||
|
Adjustments
|
|
|
|
||
|
Balance at end of year
|
$
|
$
|
$
|
||
our home sales and land sales. Based on historical experience, we do not believe any potential liability with respect to these
insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance. These insurance
policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-
insured retentions, deductibles and other coverage limits
. We also maintain certain other insurance policies. Costs associated
with our self-insurance programs are included in selling, general and administrative expenses.
In Arizona, California, Colorado
and Nevada, our contractors’ general liability insurance primarily takes the form of a wrap-up policy under a program where
eligible independent contractors are enrolled as insureds on each community. Enrolled contractors generally contribute toward
the cost of the insurance and agree to pay a contractual amount in the future if there is a claim related to their work.
To the
extent provided under the wrap-up program, we absorb the enrolled contractors’ general liability associated with the work
performed on our homes within the applicable community as part of our overall general liability insurance and our self-
insurance.
We self-insure a portion of our overall risk through the use of a captive insurance subsidiary, which provides coverage for
our exposure to construction defect, bodily injury and property damage claims and related litigation or regulatory actions, up to
certain limits. Our self-insurance liability generally covers the costs of settlements and/or repairs, if any, as well as our costs to
defend and resolve the following types of claims:
•
Construction defect
: Construction defect claims, which represent the largest component of our self-insurance liability,
typically originate through a legal or regulatory process rather than directly by a homeowner and involve the alleged
occurrence of a condition affecting
two
or more homes within the same community, or they involve a common area or
homeowners’ association property within a community. These claims typically involve higher costs to resolve than
individual homeowner warranty claims, and the rate of claims is highly variable.
•
Bodily injury
: Bodily injury claims typically involve individuals (other than our employees) who claim they were
injured while on our property or as a result of our operations.
•
Property damage
: Property damage claims generally involve claims by third parties for alleged damage to real or
personal property as a result of our operations. Such claims may occasionally include those made against us by
owners of property located near our communities.
Our self-insurance liability at each reporting date represents the estimated costs of reported claims, claims incurred but not
yet reported, and claim adjustment expenses.
The amount of our self-insurance liability is based on an analysis performed by a
third-party actuary that uses our historical claim and expense data, as well as industry data to estimate these overall costs.
Key
assumptions used in developing these estimates include claim frequencies, severities and resolution patterns, which can occur
over an extended period of time. These estimates are subject to variability due to the length of time between the delivery of a
home to a homebuyer and when a construction defect claim is made, and the ultimate resolution of such claim; uncertainties
regarding such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or
interpretations, among other factors. Due to the degree of judgment involved and the potential for variability in these
underlying assumptions, our actual future costs could differ from those estimated. In addition, changes in the frequency and
severity of reported claims and the estimates to resolve claims can impact the trends and assumptions used in the actuarial
analysis, which could be material to our consolidated financial statements.
Though state regulations vary, construction defect
claims are reported and resolved over a long period of time, which can extend for
10
years
or more. As a result, the majority of
the estimated self-insurance liability based on the actuarial analysis relates to claims incurred but not yet reported. Therefore,
adjustments related to individual existing claims generally do not significantly impact the overall estimated liability.
85
Adjustments to our liabilities related to homes delivered in prior years are recorded in the period in which a change in our
estimate occurs.
Our self-insurance liability is presented on a gross basis for all years without consideration of insurance recoveries and
amounts we have paid on behalf of and expect to recover from other parties, if any
. Estimated probable insurance and other
recoveries of
$
22.6
million
and
$
31.1
million
are included in receivables in our consolidated balance sheets at
November 30,
2024
and
2023
, respectively. These self-insurance recoveries are principally based on actuarially determined amounts and
depend on various factors, including, among other things, the above-described claim cost estimates, our insurance policy
coverage limits for the applicable policy year(s), historical third-party recovery rates, insurance industry practices, the
regulatory environment and legal precedent, and are subject to a high degree of variability from year to year. Because of the
inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from
amounts currently estimated.
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Balance at beginning of year
|
$
|
$
|
$
|
||
|
Self-insurance provided
|
|
|
|
||
|
Payments
|
(
|
(
|
(
|
||
|
Adjustments (a)
|
(
|
|
(
|
||
|
Balance at end of year
|
$
|
$
|
$
|
||
(a)
Represents
net changes in estimated probable recoveries related to self-insurance, which are recorded in receivables, to
present our self-insurance liability on a gross basis, and an adjustment to increase our previously recorded liability
by
$
5.5
million
in 2024,
$
6.5
million
in
2023
and
$
7.0
million
in
2022
.
The 2022 amount was largely impacted by a change
in the actuarially determined estimate of probable recoveries associated with higher self-insured retention levels in our
more recent coverage years, and an insurance carrier’s payment of a portion of a townhome claim settlement reached in the
2022 first quarter.
For most of our claims, there is no interaction between our warranty liability and self-insurance liability. Typically, if a
matter is identified at its outset as either a warranty or self-insurance claim, it remains as such through its resolution. However,
there can be instances of interaction between the liabilities, such as where individual homeowners in a community separately
request warranty repairs to their homes to address a similar condition or issue and subsequently join together to initiate, or
potentially initiate, a legal process with respect to that condition or issue and/or the repair work we have undertaken. In these
instances, the claims and related repair work generally are initially covered by our warranty liability, and the costs associated
with resolving the legal matter (including any additional repair work) are covered by our self-insurance liability.
The payments we make in connection with claims and related repair work, whether covered within our warranty liability
and/or our self-insurance liability, may be recovered from our insurers to the extent such payments exceed the self-insured
retentions or deductibles under our general liability insurance policies. Also, in certain instances, in the course of resolving a
claim, we pay amounts in advance of and/or on behalf of an independent contractor(s) or their insurer(s) and believe we will be
reimbursed for such payments. Estimates of all such amounts, if any, are recorded as receivables in our consolidated balance
sheets when any such recovery is considered probable.
In addition to the risk that is effectively self-insured through our captive insurance subsidiary, we often obtain project-
specific insurance coverage for construction defect risk on attached projects (
e.g.
, condominiums or townhomes) with policy
deductibles generally ranging from
$
50,000
to
$
250,000
. We record estimated liabilities and recoveries for projected losses
related to these projects on a gross basis, including for known claims as well as estimates for claims incurred but not yet
reported, to the extent such amounts are considered probable and estimable.
Florida Chapter 558 Actions
. We and certain of our trade partners continue to receive claims from attorneys on behalf of
individual owners of our homes and/or homeowners’ associations that allege, pursuant to Chapter 558 of the Florida Statutes,
various construction defects, with most relating to stucco and water-intrusion issues. The claims primarily involve homes in
our Jacksonville, Orlando, and Tampa operations. Under Chapter 558, homeowners must serve written notice of a construction
defect(s) and provide the served construction and/or design contractor(s) with an opportunity to respond to the noticed issue(s)
before they can file a lawsuit. Although we have resolved many of these claims without litigation, and a number of others have
been resolved with applicable trade partners or their insurers covering the related costs, as of
November 30, 2024
, we had
approximately
414
outstanding noticed claims, and some are scheduled for trial over the next few quarters and beyond. In
86
addition, some of our trade partners’ insurers in some of these cases have informed us of their inability to continue to pay
claims-related costs. At
November 30, 2024
, we had an accrual for our estimated probable loss for these matters and a
receivable for estimated probable insurance recoveries, including an estimate for claims incurred but not yet reported. While it
is reasonably possible that our losses could exceed the amounts accrued and our recoveries could be less than the amounts
recorded, at this time, we are unable to estimate the total amount of the loss in excess of the accrued amount and/or associated
with a shortfall in the recoveries that is reasonably possible as each of these is dependent on several factors, including the extent
of additional claims to be reported in future periods; the nature of any specific claims; our evaluation of the particular facts
surrounding each such claim; and the actions of third parties over which we have no control.
Pe
r
formance Bonds and Letters of Credit.
We are often required to provide to various municipalities and other
government agencies performance bonds and/or letters of credit to secure the completion of our projects and/or in support of
obligations to build community improvements such as roads, sewers, water systems and other utilities, and to support similar
development activities by certain of our unconsolidated joint ventures. At
November 30, 2024
, we had
$
1.33
billion
of
performance bonds and
$
81.6
million
of letters of credit outstanding. At
November 30, 2023
, we had
$
1.32
billion
of
performance bonds and
$
19.1
million
of letters of credit outstanding. If any such performance bonds or letters of credit are
called, we would be obligated to reimburse the issuer of the performance bond or letter of credit. We do not believe that a
material amount of any currently outstanding performance bonds or letters of credit will be called. Performance bonds do not
have stated expiration dates. Rather, we are released from the performance bonds as the underlying performance is completed.
The expiration dates of some letters of credit issued in connection with community improvements coincide with the expected
completion dates of the related projects or obligations. Most letters of credit, however, are issued with an initial term of
one
Land Option Contracts and Other Similar Contracts.
In the ordinary course of business, we enter into land option
contracts and other similar contracts to acquire rights to land for the construction of homes. At
November 30, 2024
, we had
total cash deposits of
$
81.9
million
to purchase land having an aggregate purchase price of
$
2.59
billion
. Our land option
contracts and other similar contracts generally do not contain provisions requiring our specific performance.
Civil Subpoena
. On October 2, 2023, we received a subpoena from the U.S. Department of Justice Civil Division, dated
September 27, 2023, to produce certain documents and testimony with respect to the inspection, rating, marketing and
advertising of our
ENERGY STAR
homes, including our contracts and/or communications with U.S. EPA and third-party
ENERGY STAR
rating companies, real estate brokers, real estate appraisers, financial institutions and other parties, as well as
inspection-related guidelines, instructions, methods, policies, processes and procedures. We are cooperating with the
government, producing documents and information. As of the date of this report, we are unable to predict what actions the
government will take, if any; the timing or nature of the ultimate outcome in this matter; or the impact, if any, such outcome
may have on our business or consolidated financial statements. As a result, while a loss or penalty, if any, is reasonably
possible in this matter, it is not considered to be probable or estimable
.
Note 18
.
Legal Matters
We are involved in litigation and regulatory proceedings incidental to our business that are in various procedural stages.
We believe the accruals we have recorded for probable and reasonably estimable losses with respect to these proceedings are
adequate and that, as of
November 30, 2024
, it was not reasonably possible that an additional material loss had been incurred in
an amount in excess of the estimated amounts already recognized or disclosed in our consolidated financial statements. We
evaluate our accruals for litigation and regulatory proceedings at least quarterly and, as appropriate, adjust them to reflect
(a) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings and
other relevant events and developments; (b) the advice and analyses of counsel; and (c) the assumptions and judgment of
management. Similar factors and considerations are used in establishing new accruals for proceedings as to which losses have
become probable and reasonably estimable at the time an evaluation is made. Our accruals for litigation and regulatory
proceedings are presented on a gross basis without consideration of recoveries and amounts we have paid on behalf of and
expect to recover from other parties, if any. Estimates of recoveries and amounts we have paid on behalf of and expect to
recover from other parties, if any, are recorded as receivables when such recoveries are considered probable. Based on our
experience, we believe the amounts that may be claimed or alleged against us in these proceedings are not a meaningful
indicator of our potential liability. The outcome of any of these proceedings, including the defense and other litigation-related
costs and expenses we may incur, however, is inherently uncertain and could differ significantly from the estimate reflected in a
related accrual, if made. Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a related accrual
or if an accrual had not been made, could be material to our consolidated financial statements.
Pursuant to
SEC
rules, we will
disclose any proceeding in which a governmental authority is a party and that arises under any federal, state or local provisions
enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the
87
environment only where we believe that such proceeding will result in monetary sanctions on us, exclusive of interest and costs,
above $1.0 million or is otherwise material to our consolidated financial statements.
Note 19
.
Stockholders’ Equity
Preferred Stock.
Prior to its April 30, 2024 expiration, we had in place a stockholder-approved rights agreement, and each
share of our common stock included a related preferred share purchase right, to help protect the benefits of our
NOL
s and other
deferred tax assets from an ownership change under Section 382. With the expiration of the rights agreement, which was
initially established in 2009, we de-listed and de-registered the related rights in August 2024. Additionally, per its authority
thereunder, our board of directors fixed October 10, 2024 as the expiration date for Article Ninth of our Restated Certificate of
Incorporation, as amended, which was also put in place in 2009 as a supplemental mechanism to help protect such
NOL
-related
benefits.
Common Stock.
On April 7, 2022, our board of directors authorized us to repurchase up to
$
300.0
million
of our
outstanding common stock. This authorization replaced a previous board of directors authorization, which had
331,400
shares
remaining for repurchase. In 2022, we repurchased
4,927,499
shares of our common stock on the open market pursuant to the
2022 authorization at a total cost of
$
150.0
million
. As of November 30, 2022, there was
$
150.0
million
of remaining
availability under this share repurchase authorization.
In the 2023 first quarter, we repurchased
1,965,442
shares of our common stock on the open market pursuant to the 2022
board of directors authorization at a total cost of
$
75.0
million
. On March 21, 2023, our board of directors authorized us to
repurchase up to
$
500.0
million
of our outstanding common stock. This authorization replaced the 2022 authorization. In the
2023 second, third and fourth quarters, we repurchased
7,278,995
shares of our common stock on the open market pursuant to
the 2023 authorization at a total cost of
$
336.4
million
, bringing our total repurchases for the year ended November 30, 2023 to
remaining availability under this share repurchase authorization.
In the 2024 first quarter, we repurchased
826,663
shares of our common stock in the open market pursuant to the 2023
board of directors authorization at a total cost of
$
50.0
million
. On April 18, 2024, our board of directors authorized us to
repurchase up to
$
1.00
billion
of our outstanding common stock. This authorization replaced the 2023 authorization, which had
$
113.6
million
remaining.
In the 2024 second, third and fourth quarters, we repurchased
3,898,518
shares of our common stock
on the open market pursuant to the 2024 authorization at a total cost of
$
300.0
million
, bringing our total repurchases for the
year ended November 30, 2024 to
4,725,181
shares of common stock at a total cost of
$
350.0
million
.
Repurchases under the
current authorization may occur periodically through open market purchases, privately negotiated transactions or otherwise,
with the timing and amount at management’s discretion and dependent on market, business and other conditions. This share
repurchase authorization will continue in effect until fully used or earlier terminated or suspended by our board of directors, and
does not obligate us to purchase any shares.
As of
November 30, 2024
, there was
$
700.0
million
of remaining availability
under the 2024 share repurchase authorization.
The IRA imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31,
2022. All dollar amounts presented in this report related to our share repurchases and our share repurchase authorizations
exclude such excise taxes, to the extent applicable, unless otherwise indicated.
In the
2024
first quarter, our board of directors declared a quarterly cash dividend of
$
.20
per share of common stock. Our
board of directors approved a
$
.05
per share increase in the quarterly cash dividend on our common stock to
$
.25
per share in
the
2024
second quarter, and declared quarterly dividends at the new higher rate for the
2024
second, third and fourth quarters.
In the
2023
first and second quarters, our board of directors declared quarterly cash dividends of
$
.15
per share of common
stock. Our board of directors approved a
$
.05
per share increase in the quarterly cash dividend on our common stock to
$
.20
per share in the
2023
third quarter, and declared quarterly dividends at the new higher rate for the
2023
third and fourth
quarters.
In
2022
, our board of directors declared
four
quarterly cash dividends of
$
.15
per share.
All dividends declared
during
2024
,
2023
and
2022
were also paid during those years.
Quarterly cash dividends declared and paid during
2024
,
2023
and
2022
totaled
$
.95
per share,
$
.70
per share and
$
.60
per share, respectively.
88
Treasury Stock.
In addition to the shares purchased pursuant to our share repurchase program, we acquired
$
25.0
million
,
$
14.2
million
and
$
15.9
million
of our common stock in
2024
,
2023
and
2022
, respectively. A portion of the common stock
acquired in
2024
,
2023
and
2022
consisted of previously issued shares delivered to us by employees to satisfy their withholding
tax obligations on the vesting of
PSU
s and restricted stock awards or of forfeitures of previous restricted stock awards.
Treasury stock is recorded at cost. Differences between the cost of treasury stock and the reissuance proceeds are recorded to
paid-in capital. These transactions are not considered repurchases under the share repurchase program described above.
In
October 2024
, we retired
27,557,428
shares of our treasury stock. Upon the retirement of the treasury stock, we deducted the
Note 20.
Accumulated Other Comprehensive Loss
thousands):
|
Postretirement Benefit Plan Adjustments
|
Total
Accumulated
Other
Comprehensive
Loss
|
||
|
Balance at November 30, 2022
|
$
(
|
||
|
Other comprehensive income before reclassifications
|
|
||
|
Amounts reclassified from accumulated other comprehensive loss
|
(
|
||
|
Income tax expense related to items of other comprehensive income
|
(
|
||
|
Other comprehensive income, net of tax
|
|
||
|
Balance at November 30, 2023
|
(
|
||
|
Other comprehensive income before reclassifications
|
|
||
|
Amounts reclassified from accumulated other comprehensive loss
|
(
|
||
|
Income tax expense related to items of other comprehensive loss
|
|
||
|
Other comprehensive loss, net of tax
|
(
|
||
|
Balance at November 30, 2024
|
$
(
|
|
Years Ended November 30,
|
||||||
|
Details About Accumulated Other Comprehensive Loss Components
|
2024
|
2023
|
2022
|
|||
|
Postretirement benefit plan adjustments
|
||||||
|
Amortization of net actuarial (gain) loss (a)
|
$
(
|
$
(
|
$
|
|||
(a)
The accumulated other comprehensive loss component is included in the computation of net periodic benefit costs as
further discussed in
Note 22
–
Postretirement Benefits
.
There is
no
estimated prior service cost expected to be amortized from accumulated other comprehensive loss into net
Note 21
.
Employee Benefit and Stock Plans
Most of our employees are eligible to participate in the KB Home 401(k) Savings Plan (“
401(k) Plan
”) under which we
match employee contributions up to
6
%
of eligible compensation per payroll period. The aggregate cost of the
401(k) Plan
to
us was
$
8.8
million
in
2024
,
$
8.3
million
in
2023
and
$
8.2
million
in
2022
. The assets of the
401(k) Plan
are held by a third-
party trustee, with an affiliate of the trustee managing some fund options offered by the 401(k) Plan. The
401(k) Plan
participants may direct the investment of their funds among one or more of the several fund options offered by the
401(k) Plan
.
As of
November 30, 2024
,
2023
and
2022
, approximately
6
%
,
5
%
and
3
%
, respectively, of the
401(k) Plan
’s net assets at each
period were invested in our common stock.
89
Approval of the Amended and Restated KB Home 2014 Equity Incentive Plan.
We maintain one active equity
compensation plan, the Amended and Restated KB Home 2014 Equity Incentive Plan (“Amended and Restated 2014 Plan”),
with an aggregate share grant capacity for stock-based awards to our employees, non-employee directors and consultants of
subsequently expires or is canceled, forfeited or settled for cash, then any shares associated with such award may, to the extent
of such expiration, cancellation, forfeiture or cash settlement, be used again for new grants under the plan, and shares tendered
or withheld to satisfy tax withholding obligations with respect to a full value award may be used again for new grants under the
plan.
Under the Amended and Restated 2014 Plan, grants of stock options and other similar awards reduce the share grant
capacity on a
1
-for-1 basis, and grants of restricted stock and other similar “full value” awards reduce the share grant capacity
on a
1.78
-for-1 basis.
Any shares that again become available for grant will be added back to the equity incentive plan’s
available grant capacity in the same manner in which they were initially deducted (
i.e
., 1-for-1 or 1.78-for-1).
The Amended
and Restated 2014 Plan provides stock options may be awarded for periods of up to
10
years
, and enables us to grant other
stock-based awards and cash bonuses.
Stock-Based Compensation.
With the approval of the management development and compensation committee, consisting
entirely of independent members of our board of directors, we have provided compensation benefits to certain of our employees
in the form of stock options, restricted stock and
PSU
s. Certain stock-based compensation benefits are also provided to our
non-employee directors pursuant to the Non-Employee Directors Compensation Plan (“Director Plan”). Compensation expense
related to equity-based awards is included in selling, general and administrative expenses in our consolidated statements of
operations.
|
Years Ended November 30,
|
|||||
|
2024
|
2023
|
2022
|
|||
|
Restricted stock
|
$
|
$
|
$
|
||
|
PSUs
|
|
|
|
||
|
Director awards
|
|
|
|
||
|
Total
|
$
|
$
|
$
|
||
Stock Options.
Stock option transactions are summarized as follows:
|
|
Years Ended November 30,
|
||||||||||
|
|
2024
|
2023
|
2022
|
||||||||
|
|
Options
|
Weighted
Average
Exercise
Price
|
Options
|
Weighted
Average
Exercise
Price
|
Options
|
Weighted
Average
Exercise
Price
|
|||||
|
Options outstanding at
beginning of year
|
|
$
|
|
$
|
|
$
|
|||||
|
Granted
|
|
|
|
|
|
|
|||||
|
Exercised
|
(
|
|
(
|
|
|
|
|||||
|
Cancelled
|
|
|
|
|
|
|
|||||
|
Options outstanding at end of
year
|
|
$
|
|
$
|
|
$
|
|||||
|
Options exercisable at end of
year
|
|
$
|
|
$
|
|
$
|
|||||
|
Options available for grant at
end of year
|
|
|
|
||||||||
There were
no
stock options granted in
2024
,
2023
or
2022
. We have not granted any stock option awards since 2016.
The total intrinsic value of stock options exercised was
$
32.7
million
in
2024
and
$
17.4
million
in
2023
. There were
no
stock
options exercised in
2022
. The aggregate intrinsic value of both stock options outstanding and stock options exercisable was
$
27.8
million
at
November 30, 2024
,
$
40.6
million
at November 30,
2023
, and
$
26.5
million
at November 30,
2022
. The
intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the price of the
option.
90
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Exercise Price
|
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
||||||
|
$
|
|
$
|
|
|
$
|
|||||||
|
$
|
|
|
|
|
|
|||||||
|
$
|
|
$
|
|
|
$
|
|
||||||
At
November 30, 2024
, there was
no
unrecognized stock-based compensation expense related to stock option awards as all
these awards were fully vested.
Restricted Stock.
From time to time, we grant restricted stock to various employees as a compensation benefit. During the
restriction periods, these employees are entitled to vote and to receive cash dividends on such shares. The restrictions imposed
with respect to the shares granted lapse in installments within, or in full at the end of,
three years
after their grant date if certain
conditions are met.
|
|
Years Ended November 30,
|
||||||||||
|
|
2024
|
2023
|
2022
|
||||||||
|
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|||||
|
Outstanding at
beginning of year
|
|
$
|
|
$
|
|
$
|
|||||
|
Granted
|
|
|
|
|
|
|
|||||
|
Vested
|
(
|
|
(
|
|
(
|
|
|||||
|
Cancelled
|
(
|
|
(
|
|
(
|
|
|||||
|
Outstanding at end
of year
|
|
$
|
|
$
|
|
$
|
|||||
As of
November 30, 2024
, we had
$
20.0
million
of total unrecognized compensation cost related to restricted stock awards
that will be recognized over a weighted average period of approximately
three years
.
Performance-Based Restricted Stock Units.
On October 10, 2024, we granted PSUs to certain employees. Each PSU grant
corresponds to a target amount of our common stock (“
Award Shares
”). Each PSU entitles the recipient to receive a grant of
between
0
%
and
200
%
of the recipient’s
Award Shares
, and will vest based on our achieving, over a
three
-year
period
commencing on December 1, 2024 and ending on November 30, 2027, specified levels of (a) cumulative adjusted earnings per
share; (b) average adjusted return on invested capital; and (c) revenue growth performance relative to a peer group of high-
production public homebuilding companies. The grant date fair value of each such PSU was
$
79.81
. Upon vesting, each PSU
recipient is entitled to receive a proportionate amount of credited cash dividends that are paid in respect of one share of our
common stock with a record date between the grant date and the date the compensation committee of our board of directors
determines the applicable performance achievements, if any. On October 5, 2023, we granted PSUs to certain employees with
similar terms as the 2024 PSU grants, except that the applicable performance period commenced on December 1, 2023 and
ends on November 30, 2026. The grant date fair value of each such PSU was
$
44.10
. On November 14, 2022, we granted
PSUs to certain employees with similar terms as the 2024 PSU grants, except that the applicable performance period
commenced on December 1, 2022 and ends on November 30, 2025. The grant date fair value of each such PSU was
$
30.12
.
91
|
|
Years Ended November 30,
|
||||||||||
|
|
2024
|
2023
|
2022
|
||||||||
|
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
Shares
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|||||
|
Outstanding at
beginning of year
|
|
$
|
|
$
|
|
$
|
|||||
|
Granted
|
|
|
|
|
|
|
|||||
|
Vested
|
(
|
|
(
|
|
(
|
|
|||||
|
Cancelled
|
|
|
|
|
(
|
|
|||||
|
Outstanding at end
of year
|
|
$
|
|
$
|
|
$
|
|||||
The number of shares of our common stock actually granted to a recipient, if any, when a PSU vests will depend on the
degree of achievement of the applicable performance measures during the applicable
three
-year
period. The shares of our
common stock that were granted under the terms of PSUs that vested in
2024
included an aggregate of
259,818
additional
shares above the target amount awarded to the eligible recipients based on our achievement of certain levels of the three above-
described metrics over the
three
-year
period from December 1, 2020 through November 30, 2023. Similarly, the shares of our
common stock that were granted under the terms of PSUs that vested in
2023
included an aggregate of
267,674
additional
shares above the target amount based on our achievement of certain levels of the three above-described metrics over the period
from December 1, 2019 through November 30, 2022, and the shares of our common stock that were granted under the terms of
PSUs that vested in
2022
included an aggregate of
265,782
additional shares above the target amount based on our achievement
of certain levels of the three above-described metrics over the period from December 1, 2018 through November 30, 2021. The
PSUs do not have dividend or voting rights during the performance period. Compensation cost for PSUs is initially estimated
based on target performance achievement and adjusted as appropriate throughout the performance period. Accordingly, future
compensation costs associated with outstanding PSUs may increase or decrease based on the probability and extent of
achievement with respect to the applicable performance measures. At
November 30, 2024
, we had
$
47.1
million
of total
unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted-average period
of approximately
three years
.
Director Awards.
We have granted deferred common stock awards to our non-employee directors pursuant to the terms of
the Director Plan and elections made by each director. At
November 30, 2024
,
2023
and
2022
, the aggregate outstanding
deferred common stock awards granted under the Director Plan were
86,504
,
271,683
and
409,648
, respectively. In addition,
we have granted common stock on an unrestricted basis to our non-employee directors on the grant date pursuant to the
Director Plan and elections made by each director.
Grantor Stock Ownership Trust.
At November 30, 2023, we had a grantor stock ownership trust (“
Trust
”), which was
established in 1999 and administered by a third-party trustee, that held and distributed the shares of common stock acquired to
support certain employee compensation and employee benefit obligations under our existing stock option plan, the
401(k) Plan
and other employee benefit plans. For financial reporting purposes, the
Trust
was consolidated with us, and therefore any
dividend transactions between us and the
Trust
were eliminated. Acquired shares held by the
Trust
were valued at the market
price on the date of purchase and shown as a reduction to stockholders’ equity in the consolidated balance sheets. The
difference between the
Trust
share value and the market value on the date shares were released from the
Trust
was included in
paid-in capital. Common stock held in the
Trust
was not considered outstanding in the computations of earnings per share.
The
Note 22
.
Postretirement Benefits
We have a supplemental non-qualified, unfunded retirement plan, the KB Home Retirement Plan (“
Retirement Plan
”),
effective as of July 11, 2002, pursuant to which we have offered to pay supplemental pension benefits to certain designated
individuals (consisting of current and former employees) in connection with their retirement. The
Retirement Plan
was closed
to new participants in 2004. We also have an unfunded death benefit plan, the KB Home Death Benefit Only Plan (“
DBO
Plan
”), implemented on November 1, 2001, for certain designated individuals (consisting of current and former employees).
The
DBO Plan
was closed to new participants in 2006.
92
In connection with these plans and
two
other minor benefit programs, we have purchased cost recovery life insurance
contracts on the lives of the designated individuals. The insurance contracts associated with the
Retirement Plan
and
DBO Plan
are held by a trust. The trust is the owner and beneficiary of such insurance contracts. The amount of the insurance coverage
under the contracts is designed to provide sufficient funds to cover all costs of the plans if assumptions made as to employment
term, mortality experience, policy earnings and other factors, as applicable, are realized.
The cash surrender value of the
Retirement Plan life insurance contracts was
$
31.4
million
at
November 30, 2024
and
$
33.1
million
at
November 30, 2023
. We
recognized investment gains on the cash surrender value of the Retirement Plan life insurance contracts of
$.8 million
in
2024
and
$.1 million
in
2023
, and an investment loss of
$
3.1
million
in
2022
. In
2024
,
2023
and
2022
, we paid
$
2.4
million
,
$
2.3
million
and
$
2.0
million
, respectively, in benefits under the Retirement Plan to eligible former employees. The cash surrender
value of the DBO Plan life insurance contracts was
$
17.3
million
at
November 30, 2024
and
$
16.9
million
at
November 30,
2023
. We recognized investment gains on the cash surrender value of the DBO Plan life insurance contracts of
$.5 million
in
2024
and
$.1 million
in
2023
, and an investment loss of
$
1.5
million
in
2022
.
In 2024 and 2022, we paid
$.3 million
and
$.7
million
, respectively, in benefits under the DBO Plan. We paid
no
benefits under the DBO Plan in 2023.
expenses in our
consolidated statements of operations
and consisted of the following (in thousands):
|
Years Ended November 30,
|
||||||
|
2024
|
2023
|
2022
|
||||
|
Interest cost
|
$
|
$
|
$
|
|||
|
Service cost
|
|
|
|
|||
|
Amortization of net actuarial (gain) loss
|
(
|
(
|
|
|||
|
Total
|
$
|
$
|
$
|
|||
The liabilities related to these plans were
$
60.8
million
at
November 30, 2024
and
$
60.1
million
at
November 30, 2023
,
and are included in accrued expenses and other liabilities in the consolidated balance sheets. For the years ended
November 30,
2024
and
2023
, the discount rates we used for the plans were approximately
4.9
%
and
5.2
%
, respectively.
B
enefit payments under our Retirement Plan and DBO Plan are expected to be paid during each year ending November 30
as follows: 2025 —
$
3.3
million
; 2026 —
$
3.5
million
; 2027 —
$
4.1
million
; 2028 —
$
4.7
million
; 2029 —
$
4.9
million
; and
for the five years ended November 30, 2034 —
$
23.7
million
in the aggregate.
Note 23.
Supplemental Disclosure to Consolidated Statements of Cash Flows
|
|
Years Ended November 30,
|
||||
|
|
2024
|
2023
|
2022
|
||
|
Summary of cash and cash equivalents at the end of the year:
|
|||||
|
Homebuilding
|
$
|
$
|
$
|
||
|
Financial services
|
|
|
|
||
|
Total
|
$
|
$
|
$
|
||
|
Supplemental disclosure of cash flow information:
|
|||||
|
Interest paid, net of amounts capitalized
|
$
|
$
|
$
(
|
||
|
Income taxes paid
|
|
|
|
||
|
Income taxes refunded
|
|
|
|
||
|
Supplemental disclosure of non-cash activities:
|
|||||
|
Increase in inventories due to distributions of land and land
development from an unconsolidated joint venture
|
|
|
|
||
|
Increase (decrease) in consolidated inventories not owned
|
|
|
(
|
||
|
Inventories acquired through seller financing
|
|
|
|
||
93
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of KB Home:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of KB Home (the Company) as of
November 30, 2024
and
2023
, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each
of the three years in the period ended
November 30, 2024
, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at
November 30, 2024
and
2023
, and the results of its operations and its cash flows for each of the
three years in the period ended
November 30, 2024
, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of
November 30, 2024
, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) and our report dated
January 24, 2025
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
94
|
Self-insurance Liabilities and Recoveries
|
|
|
Description of the Matter
|
At
November 30, 2024
, the Company’s self-insurance liability was
$185.4 million
, and
receivables for estimated probable insurance and other recoveries related to self-insurance
claims totaled
$22.6 million
. As disclosed in Note 17 to the consolidated financial
statements, the Company’s self-insurance liability for construction defects is based on an
analysis prepared by a third-party actuary that uses historical claim and expense data as
well as industry data to estimate the cost of all unpaid losses, including estimates related
to claims incurred but not yet reported. Key assumptions used in developing these
estimates include claim frequencies, severities and resolution patterns, which can occur
over an extended period of time. Self-insurance recoveries are principally based on
actuarially determined amounts and consider the claim cost estimates described above,
applicable insurance policy coverage limits, historical recovery rates, and other factors.
|
|
Auditing the Company’s self-insurance liability and related recoveries is complex and
highly judgmental due to the complexity of the actuarial methods used to estimate the
losses and related recoveries and degree of subjective judgment required to assess the
underlying assumptions, which required us to involve our actuarial specialists. These
estimates are subject to variability due to the length of time between the delivery of a
home to a homebuyer and when a construction defect claim is made and ultimately
resolved; uncertainties regarding such claims relative to the markets and types of products
built; and legal or regulatory actions and interpretations, among other factors.
|
|
|
How We Addressed the Matter in
Our Audit
|
We obtained an understanding, evaluated the design, and tested the operating
effectiveness of controls over the Company’s self-insurance liability and recoveries
estimation process including controls over the data and assumptions used in the analysis.
|
|
To test the Company’s self-insurance liability and related recoveries, our audit procedures
included, among others, testing the completeness and accuracy of the underlying claims
and recovery data utilized by the Company’s third-party actuary, testing the existence and
terms of third-party insurance policies, and involving our actuarial specialist to assist in
our evaluation of the methodologies and assumptions applied by management’s third-
party actuary. Additionally, we compared the Company’s recorded self-insurance
liability and related recoveries to estimated ranges which our actuarial specialist
developed based on independently selected assumptions.
|
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1991.
Los Angeles, California
January 24, 2025
95
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports
we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed,
summarized and reported within the time periods specified in the
SEC
’s rules and forms, and accumulated and communicated
to management, including our Chief Executive Officer (“
Principal Executive Officer
”) and Chief Financial Officer (“
Principal
Financial Officer
”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the
participation of senior management, including our
Principal Executive Officer
and
Principal Financial Officer
, we evaluated our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based
on this evaluation, our
Principal Executive Officer
and
Principal Financial Officer
concluded that our disclosure controls and
procedures were effective as of
November 30, 2024
.
Internal Control Over Financial Reporting
(a)
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external reporting purposes in accordance with
GAAP
. Our management recognizes that there are inherent limitations in the
effectiveness of any internal control and that effective internal control over financial reporting may not prevent or detect
misstatements. In addition, because of changes in conditions, the effectiveness of internal control over financial reporting may
vary over time. Under the supervision and with the participation of senior management, including our
Principal Executive
Officer
and
Principal Financial Officer
, we evaluated the effectiveness of our internal control over financial reporting based on
the
Internal Control — Integrated Framework (2013)
established by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the evaluation under that framework and applicable
SEC
rules, our management concluded
that our internal control over financial reporting was effective as of
November 30, 2024
.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements
included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of
November 30, 2024
, which is presented below.
(b)
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of KB Home:
Opinion on Internal Control Over Financial Reporting
We have audited KB Home’s internal control over financial reporting as of
November 30, 2024
, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, KB Home (the Company) maintained, in all material
respects, effective internal control over financial reporting as of
November 30, 2024
, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the
2024
consolidated financial statements of the Company and our report dated
January 24, 2025
expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
96
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
Ernst & Young LL
P
January 24, 2025
(c)
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended
November 30, 2024
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
OTHER INFORMATION
None of our directors or executive officers
adopted
or
terminated
a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement during the quarter ended
November 30, 2024
, as such terms are defined under Item 408(a) of Regulation S-
K. Additionally, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter ended
November 30,
2024
.
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information for this item for executive officers is provided above in the Executive Officers of the Registrant section in
this report. Except as stated below, the other information for this item will be provided to the extent applicable in the
“Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual
Meeting, Voting and Other Information” sections in our
2025 Proxy Statement
and is incorporated herein by this reference.
97
Ethics Policy
We have adopted an ethics policy for our directors, officers (including our principal executive officer, principal financial
officer and principal accounting officer) and employees. The ethics policy is available on our investor relations website at
investor.kbhome.com. Stockholders may request a free copy of the ethics policy from:
KB Home
Attention: Investor Relations
10990 Wilshire Boulevard
Los Angeles, California 90024
(310) 231-4000
investorrelations@kbhome.com
Within the time period required by the
SEC
and the New York Stock Exchange, we will post on our investor relations
website any amendment to our ethics policy and any waiver applicable to our principal executive officer, principal financial
officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.
Corporate Governance Principles
We have adopted corporate governance principles, which are available on our investor relations website. Stockholders may
request a free copy of the corporate governance principles from the address, phone number and e-mail address stated above
under “Ethics Policy.”
Insider Trading Policy
purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider
trading laws, rules and regulations and New York Stock Exchange listing standards. This policy and the procedures are set
forth in our Policy on Transactions in Company Securities included as Exhibit 19.1 to this report.
Item 11.
EXECUTIVE COMPENSATION
The information for this item will be provided in the “Corporate Governance and Board Matters” and “Compensation
Discussion and Analysis” sections in our
2025 Proxy Statement
and is incorporated herein by this reference.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Except as provided below, the information for this item will be provided in the “Ownership of KB Home Securities”
section in our
2025 Proxy Statement
and is incorporated herein by this reference.
The following table presents information as of
November 30, 2024
with respect to shares of our common stock that may be
issued under our existing equity compensation plans:
|
Equity Compensation Plan Information
|
|
||||||
|
Plan category
|
Number of
common shares to
be issued upon
exercise of
outstanding options,
warrants and
rights
(a) (i)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) (i)
|
Number of common
shares remaining
available for future
issuance under equity
compensation plans
(excluding common
shares reflected in
column(a))
(c)
|
|
|||
|
Equity compensation plans approved by stockholders
|
1,574,190
|
$
16.17
|
7,794,922
|
|
|||
|
Equity compensation plans not approved by stockholders
|
—
|
—
|
—
|
||||
|
Total
|
1,574,190
|
$
16.17
|
7,794,922
|
|
|||
98
(i)
The number of shares in column (a) reflects outstanding stock options and
1,156,049
outstanding PSUs (at target amount)
as of
November 30, 2024
, as described in
Note 21
–
Employee Benefit and Stock Plans
in the Notes to Consolidated
Financial Statements in this report. For the outstanding PSUs, the number of shares approved for grant will depend on our
performance on the applicable measures during the relevant performance periods, and we cannot predict the extent to
which any shares under these awards will ultimately vest. The weighted average exercise price in column (b) does not take
into account the outstanding PSUs.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information for this item will be provided in the “Corporate Governance and Board Matters” section in our
2025 Proxy
Statement
and is incorporated herein by this reference.
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information for this item will be provided in the “Independent Auditor Fees and Services” section in our
2025 Proxy
Statement
and is incorporated herein by this reference.
PART IV
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1.
Financial Statements
Reference is made to the index set forth on page
56
of this Annual Report on Form 10-K.
2.
Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or the required information is
provided in the consolidated financial statements or notes t
hereto.
3.
Exhibits
|
Exhibit
Number
|
Description
|
|
|
3.1
|
||
|
3.2†
|
||
|
3.3
|
||
|
4.1
|
||
|
4.2
|
||
|
4.3
|
||
|
4.4
|
||
|
4.5
|
Eighth Supplemental Indenture, dated as of March 12, 2013, by and among us, the Guarantors party thereto,
the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to
|
|
99
|
Exhibit
Number
|
Description
|
|
|
4.6
|
Ninth Supplemental Indenture, dated as of February 28, 2014, by and among us, the Guarantors party thereto,
the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to
|
|
|
4.7
|
||
|
4.8
|
||
|
4.9
|
||
|
4.10
|
||
|
4.11
|
||
|
4.12
|
||
|
4.13
|
||
|
4.14
|
||
|
4.15
|
Eleventh Supplemental Indenture, dated as of January 20, 2022, by and among us, the Guarantors party
thereto, the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an
|
|
|
4.16
|
||
|
4.17
|
||
|
4.18
|
||
|
10.1
|
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual
Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
10.2*
|
||
|
10.3*
|
||
|
10.4*
|
||
|
10.5*
|
||
100
|
Exhibit
Number
|
Description
|
|
|
10.6*
|
||
|
10.7*
|
||
|
10.8*
|
||
|
10.9*
|
||
|
10.10*
|
||
|
10.11*
|
||
|
10.12*
|
||
|
10.13*
|
||
|
10.14*
|
||
|
10.15*
|
||
|
10.16*
|
||
|
10.17*
|
||
|
10.18*
|
||
|
10.19
|
||
|
10.20*
|
||
|
10.21
|
||
|
10.22
|
||
|
10.23
|
||
101
|
Exhibit
Number
|
Description
|
|
|
10.24*
|
||
|
10.25*
|
||
|
10.26*
|
||
|
10.27*
|
||
|
19.1†
|
||
|
21†
|
||
|
22†
|
||
|
23†
|
||
|
31.1†
|
||
|
31.2†
|
||
|
32.1†
|
||
|
32.2†
|
||
|
97.1
|
||
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104†
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
|
|
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
† Document filed with this Form 10-K.
Item 16.
FORM 10-K SUMMARY
None.
102
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
KB Home
|
|||
|
By:
|
/
S
/ JEFF J. KAMINSKI
|
||
|
Jeff J. Kaminski
|
|||
|
Executive Vice President and Chief Financial Officer
|
|||
|
Date:
|
January 24, 2025
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
||
|
/
S
/ JEFFREY T. MEZGER
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
January 24, 2025
|
||
|
Jeffrey T. Mezger
|
||||
|
/
S
/ JEFF J. KAMINSKI
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
January 24, 2025
|
||
|
Jeff J. Kaminski
|
||||
|
/
S
/ WILLIAM R. HOLLINGER
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
January 24, 2025
|
||
|
William R. Hollinger
|
||||
|
/
S
/ JOSE M. BARRA
|
Director
|
January 24, 2025
|
||
|
Jose M. Barra
|
||||
|
/
S
/ ARTHUR R. COLLINS
|
Director
|
January 24, 2025
|
||
|
Arthur R. Collins
|
||||
|
/
S
/ DORENE C. DOMINGUEZ
|
Director
|
January 24, 2025
|
||
|
Dorene C. Dominguez
|
||||
|
/
S
/ KEVIN P. ELTIFE
|
Director
|
January 24, 2025
|
||
|
Kevin P. Eltife
|
||||
|
/
S
/ STUART A. GABRIEL
|
Director
|
January 24, 2025
|
||
|
Stuart A. Gabriel
|
||||
|
/
S
/ THOMAS W. GILLIGAN
|
Director
|
January 24, 2025
|
||
|
Thomas W. Gilligan
|
||||
|
/
S
/ CHERYL J. HENRY
|
Director
|
January 24, 2025
|
||
|
Cheryl J. Henry
|
||||
|
/
S
/ JODEEN A. KOZLAK
|
Director
|
January 24, 2025
|
||
|
Jodeen A. Kozlak
|
||||
|
/
S
/ JAMES C. WEAVER
|
Director
|
January 24, 2025
|
||
|
James C. Weaver
|
||||
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A Risk FactorsItem 7 Management S Discussion andItem 1A. Risk FactorsItem 1 BusinessItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters andItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition andItem 7 Management S DiscussionItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Segment InformationNote 1 Summary Of Significant Accounting Policies. The Results Of Each Reporting Segment Are Not Necessarily Indicative OfNote 3. Financial ServicesNote 4. Earnings Per ShareNote 5. ReceivablesNote 6. InventoriesNote 7. Inventory Impairments and Land Option Contract AbandonmentsNote 8. Variable Interest EntitiesNote 9. Investments in Unconsolidated Joint VenturesNote 10. Property and Equipment, NetNote 11. Other AssetsNote 12. Accrued Expenses and Other LiabilitiesNote 13. LeasesNote 14. Income TaxesNote 15. Notes PayableNote 16. Fair Value DisclosuresNote 17. Commitments and ContingenciesNote 18. Legal MattersNote 19. Stockholders EquityNote 20. Accumulated Other Comprehensive LossNote 21. Employee Benefit and Stock PlansNote 22. Postretirement BenefitsNote 23. Supplemental Disclosure To Consolidated Statements Of Cash FlowsItem 9. Changes in and Disagreements with Accountants on Accounting and FinancialItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management andItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary