NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Operations. KB Home is a builder of attached and detached single-family residential homes, townhomes and condominiums. As of November 30, 2021, we conducted ongoing operations in Arizona, California, Colorado, Florida, Idaho, Nevada, North Carolina, Texas and Washington. We also offer various insurance products 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. We 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.
Basis of Presentation. Our consolidated financial statements have been prepared in accordance with GAAP and include 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.
Impact of COVID-19 Pandemic on Consolidated Financial Statements. The COVID-19 pandemic and related governmental control measures considerably disrupted global and national economies, the U.S. housing market, and our business during the 2020 second quarter. Amid extraordinary economic impacts; a sudden rise in unemployment; significant stock market and secondary market volatility; uncertainty about how to effectively contain COVID-19’s spread; weakened consumer confidence; and our swift closing of our sales centers, model homes and design studios to the public, we saw a drastic decrease in demand for new homes (including homes ordered in the 2020 first quarter) and our order pace slowed significantly. Along with a considerable increase in home purchase cancellations, we experienced a sizable reduction in our 2020 second quarter net orders. Further, our construction activities were restricted in many jurisdictions, and completely shut down in some of them, and together with the reduced availability or capacity of some municipal and private services necessary to build and deliver homes, and supply chain disruptions, our cycle times became extended. This caused home delivery delays during most of the 2020 second quarter, which tempered our revenues for the period. With the uncertainty surrounding the COVID-19 pandemic, and in prioritizing cash preservation and liquidity, we limited our land investments and curtailed our overhead expenditures, partly through workforce realignment and reductions. As a result, our selling, general and administrative expenses for the 2020 second quarter included severance charges of $6.7 million.
With the easing to varying degrees of restrictive public health orders in our served markets beginning in May 2020, our net orders began to rebound significantly following a low point in April 2020, as steadily increasing demand drove our 2020 third- and fourth-quarter net orders to then-15-year highs. Though this sharp rise in net orders over these periods substantially expanded the number of homes in our backlog as well as our backlog value, our deliveries and revenues for the 2020 third and fourth quarters were moderated primarily by the negative effects of the COVID-19 pandemic in our 2020 second quarter. In 2021, while the pandemic persisted, demand for our homes remained strong, and our ending backlog value at November 30, 2021 expanded to its highest fourth-quarter level since 2005. With the ongoing strong demand, we continued to increase our land acquisition and development investments in 2021, as we did in the latter part of 2020, to measurably expand our lot pipeline and support future community count growth.
While we continue to experience construction services availability constraints, supply chain disruptions and rising and volatile raw material prices and availability, particularly with respect to building materials and appliances, as well as delays related to state and municipal construction permitting, inspections and utilities, that could negatively impact our growth, margins and financial results in future periods, and there remains a risk that significant COVID-19 pandemic-related disruptions could emerge, we believe we are well-positioned to operate effectively through the present environment.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents. We consider all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. Our cash equivalents totaled $15.4 million at November 30, 2021 and $508.5 million at November 30, 2020. At November 30, 2021 and 2020, the majority of our cash and cash equivalents was invested in interest-bearing bank deposit accounts.
Receivables. We record receivables net of an allowance for doubtful accounts. This allowance for potential losses is 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 counterparties and other relevant information.
Property and Equipment and Depreciation. Property and equipment are recorded at cost and are depreciated using 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 leasehold improvements – life of the lease. Repair and maintenance costs are expensed as incurred. Depreciation expense totaled $28.6 million in 2021, $28.4 million in 2020 and $27.2 million in 2019.
Homebuilding Operations. 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. Under our home sale 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 are recorded as a reduction of revenues. The costs of sales incentives in the form of free or discounted products or services provided to homebuyers, including option upgrades and closing cost allowances, are reflected as construction and land costs because such incentives are identified in our home sale contracts with homebuyers as an intrinsic part of our single performance obligation to deliver and transfer title to their home for the 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.
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 sale 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 sale 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 sale 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 sale contract and it has been accepted by the land buyer.
Homebuilding revenues include forfeited deposits, which occur when home sale or land sale contracts that include 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.
Disaggregation of Revenues. Our homebuilding operations accounted for 99.7% and 99.6% of our total revenues for the years ended November 30, 2021 and 2020, with most of those revenues generated from home sale contracts with customers. Due to the nature of our revenue-generating activities, we believe the disaggregation of revenues as reported in our consolidated statement 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, amount, timing and uncertainty of cash flows are affected by economic factors.
Inventories. Housing 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. 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 less associated costs to sell exceeds the asset’s carrying value, no impairment charge is recognized.
Capitalized Interest. Interest is capitalized to inventories while the related communities or land parcels are being actively 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 land held for future development and land held for sale, applicable interest is expensed as incurred.
Fair Value Measurements. Fair value measurements are used for inventories on a nonrecurring basis when events and 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.
Our financial instruments consist of cash and cash equivalents, 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 techniques as appropriate. When available, we use quoted market prices in active markets to determine fair value.
Financial Services Operations. Our financial services reporting segment, which includes the operations of KB HOME 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 other assets within our financial services reporting segment.
Warranty Costs. We provide a limited warranty on all of our homes. 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. 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.
Self-Insurance. We self-insure a portion of our overall risk through the use of a captive insurance subsidiary. 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 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.
Community Sales Office and Other Marketing- and Model Home-Related Costs. Community sales office and other 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 upgrades 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 expensed to selling, general and administrative expenses as incurred.
Advertising Costs. We expense advertising costs as incurred. We incurred advertising costs of $28.0 million in 2021, $29.3 million in 2020 and $43.6 million in 2019.
Legal Fees. Legal fees associated with litigation and similar proceedings that are not expected to provide a benefit in 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 as incurred. We expensed legal fees of $11.5 million in 2021, $11.6 million in 2020 and $16.7 million in 2019.
Stock-Based Compensation. We measure and recognize compensation expense associated with our grant of equity-based 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 and Director Plan SARs 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 PSUs, 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 change. We account for forfeitures of equity-based awards as they occur.
Income Taxes. The provision for, or benefit from, income taxes is calculated using the asset and liability method, under 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 value of deferred tax assets in our consolidated balance sheets depends on applicable income tax rates.
Accumulated Other Comprehensive Loss. The accumulated balances of other comprehensive loss in the consolidated balance sheets as of November 30, 2021 and 2020 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 benefit plan obligations are remeasured.
Earnings Per Share. We compute earnings per share using the two-class method, which is an allocation of earnings 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, 2021, 2020 or 2019.
Adoption of New Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue guidance in Accounting Standards Codification Topic 605, “Revenue Recognition,” and most industry-specific revenue and cost guidance in the accounting standards codification, including some cost guidance related to construction-type and production-type contracts. ASU 2014-09 and its related amendments collectively resulted in ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On December 1, 2018, we adopted ASC 606, using the modified retrospective method applied to contracts that were
not completed as of the adoption date. Upon the adoption of ASC 606, we recorded a cumulative effect adjustment to increase beginning retained earnings by $11.6 million, net of tax, as of December 1, 2018.
Within our homebuilding operations, ASC 606 impacted the classification and timing of recognition in our consolidated financial statements of certain community sales office and other marketing- and model home-related costs, which we previously capitalized to inventories and amortized through construction and land costs with each home delivered in a community. With our adoption of ASC 606, these costs are capitalized to property and equipment and depreciated to selling, general and administrative expenses, or expensed to selling, general and administrative expenses as incurred. Upon adopting ASC 606, we reclassified these community sales office and other marketing- and model home-related costs and related accumulated amortization from inventories to either property and equipment, net or retained earnings in our consolidated balance sheet. As a result of the change in the classification of certain community sales office and other marketing- and model home-related costs from inventories to property and equipment, net, these costs are presented as a cash outflow from investing activities in our consolidated statements of cash flows under ASC 606. Previously, such costs were classified as a cash outflow from operating activities. Forfeited deposits related to cancelled home sale and land sale contracts, which were previously reflected as other income within selling, general and administrative expenses, are included in homebuilding revenues under ASC 606.
Within our financial services operations, ASC 606 impacted the timing of recognition in our consolidated financial statements of insurance commissions for insurance policy renewals. We previously recognized such insurance commissions as revenue when policies were renewed. With our adoption of ASC 606, insurance commissions for future policy renewals are estimated and recognized as revenue when the insurance carrier issues an initial insurance policy to our homebuyer, which generally occurs at the time each applicable home sale is closed. Upon adopting ASC 606, we recognized contract assets for the estimated future renewal commissions related to existing insurance policies as of December 1, 2018.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires leases with original lease terms of more than 12 months to be recorded on the balance sheet. On December 1, 2019, we adopted ASU 2016-02 and its related amendments (collectively, “ASC 842”) using the modified retrospective method. Results for reporting periods beginning December 1, 2019 and after are presented under ASC 842, while results for prior reporting periods have not been adjusted and continue to be presented under the accounting guidance in effect for those periods. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our original assessment of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient that allows lessees the option to account for lease and non-lease components together as a single component for all classes of underlying assets. The adoption of ASC 842 resulted in our recording lease right-of-use assets and lease liabilities of $31.2 million on our consolidated balance sheet as of December 1, 2019. Lease right-of-use assets are classified within other assets on our consolidated balance sheet, and lease liabilities are classified within accrued expenses and other liabilities. At the December 1, 2019 adoption date, we also recorded a cumulative effect adjustment to increase beginning retained earnings by $1.5 million, net of tax, to recognize a previously deferred gain on our sale and leaseback of an office building in 2019. The adoption of ASC 842 did not materially impact our consolidated statements of operations or consolidated cash flows. Further information regarding our leases is provided in Note 13 – Leases.
In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the 2019 Tax Cuts and Jobs Act (“TCJA”), and requires certain disclosures about stranded tax effects. We adopted ASU 2018-02 effective December 1, 2019 and elected to reclassify the income tax effects of the TCJA from accumulated other comprehensive loss to retained earnings, which resulted in an increase of $1.6 million to both retained earnings and accumulated other comprehensive loss, with no impact on total stockholders’ equity. Amounts for prior reporting periods have not been adjusted and continue to be presented under the accounting guidance in effect for those periods.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments from an incurred loss approach to a new expected credit loss methodology. On December 1, 2020, we adopted ASU 2016-13 using the modified retrospective method and recorded a cumulative effect adjustment to decrease beginning retained earnings by $.2 million, net of tax, to establish an allowance for credit losses for certain receivables on our consolidated balance sheet. The adoption of ASU 2016-13 did not materially impact our consolidated statements of operations or cash flows.
Recent Accounting Pronouncements Not Yet Adopted. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within Accounting Standards Codification Topic 740, “Income
Taxes” (“ASC 740”), and clarifies certain aspects of ASC 740 to promote consistency among reporting entities. ASU 2019-12 is effective for us beginning December 1, 2021. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements.
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued Accounting Standards Update 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”), which clarified the scope and application of the original guidance. We plan to adopt ASU 2020-04 and ASU 2021-01 when LIBOR is discontinued. We are currently evaluating the potential impact of adopting this guidance, but do not expect it to have a material impact on our consolidated financial statements.
Reclassifications. Certain amounts in our consolidated financial statements of prior years have been reclassified to conform to the current period presentation.
Note 2. Segment Information
An operating segment is defined as a component of an enterprise for which separate financial information is available and 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, 2021, our homebuilding reporting segments conducted ongoing operations in the following states:
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West Coast:
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California, Idaho and Washington
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Southwest:
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Arizona and Nevada
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Central:
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Colorado and Texas
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Southeast:
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Florida and North Carolina
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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 offers 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 provides title services in the majority of our markets located within our Southwest, Central and Southeast homebuilding reporting segments. Our financial services 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, an unconsolidated joint venture we initially formed with Stearns, with each party having a 50.0% ownership interest and Stearns providing management oversight of KBHS’ operations. On March 1, 2021, Guaranteed Rate acquired the parent company of Stearns. In October 2021, Stearns was renamed as GR Alliance. We are not aware of any significant changes with respect to GR Alliance or its operations as a result of the transaction being completed. 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 periods.
The following tables present financial information relating to our homebuilding reporting segments (in thousands):
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Years Ended November 30,
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2021
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2020
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2019
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Revenues:
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West Coast
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$
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2,552,382
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$
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1,748,582
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$
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1,912,146
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Southwest
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965,139
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796,810
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764,816
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Central
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1,503,857
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1,192,869
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1,267,892
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Southeast
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683,651
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429,441
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592,804
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Total
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$
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5,705,029
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$
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4,167,702
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$
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4,537,658
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Pretax income (loss):
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West Coast
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$
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345,714
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$
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151,039
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$
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178,078
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Southwest
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186,351
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133,386
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111,016
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Central
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200,159
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128,802
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126,304
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Southeast
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77,663
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22,950
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18,550
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Corporate and other
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(152,976)
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(104,677)
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(108,759)
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Total
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$
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656,911
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$
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331,500
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$
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325,189
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Equity in income (loss) of unconsolidated joint ventures:
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West Coast
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$
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62
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$
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12,972
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$
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(851)
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Southwest
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(466)
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(497)
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(697)
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Central
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—
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—
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—
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Southeast
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(1)
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(1)
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(1)
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Total
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$
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(405)
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$
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12,474
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$
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(1,549)
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Inventory impairment and land option contract abandonment charges:
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West Coast
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$
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11,046
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$
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21,941
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$
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15,567
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Southwest
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536
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|
570
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|
|
408
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Central
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131
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5,520
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|
848
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Southeast
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240
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|
638
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|
|
468
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Total
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$
|
11,953
|
|
|
$
|
28,669
|
|
|
$
|
17,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Inventories:
|
|
|
|
West Coast
|
$
|
2,300,096
|
|
|
$
|
1,928,500
|
|
Southwest
|
875,438
|
|
|
688,807
|
|
Central
|
995,811
|
|
|
867,170
|
|
Southeast
|
631,484
|
|
|
413,005
|
|
Total
|
$
|
4,802,829
|
|
|
$
|
3,897,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Investments in unconsolidated joint ventures:
|
|
|
|
West Coast
|
$
|
33,576
|
|
|
$
|
42,762
|
|
Southwest
|
—
|
|
|
1,516
|
|
Central
|
—
|
|
|
—
|
|
Southeast
|
2,512
|
|
|
2,507
|
|
Total
|
$
|
36,088
|
|
|
$
|
46,785
|
|
|
|
|
|
Assets:
|
|
|
|
West Coast
|
$
|
2,520,374
|
|
|
$
|
2,057,362
|
|
Southwest
|
938,300
|
|
|
738,765
|
|
Central
|
1,168,242
|
|
|
998,612
|
|
Southeast
|
684,752
|
|
|
448,388
|
|
Corporate and other
|
480,048
|
|
|
1,077,113
|
|
Total
|
$
|
5,791,716
|
|
|
$
|
5,320,240
|
|
Note 3. Financial Services
The following tables present financial information relating to our financial services reporting segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Revenues
|
|
|
|
|
|
Insurance commissions
|
$
|
10,486
|
|
|
$
|
8,589
|
|
|
$
|
8,662
|
|
Title services
|
9,415
|
|
|
6,883
|
|
|
6,421
|
|
Interest income
|
—
|
|
|
—
|
|
|
6
|
|
Total
|
19,901
|
|
|
15,472
|
|
|
15,089
|
|
Expenses
|
|
|
|
|
|
General and administrative
|
(5,055)
|
|
|
(4,083)
|
|
|
(4,333)
|
|
Operating income
|
14,846
|
|
|
11,389
|
|
|
10,756
|
|
Equity in income of unconsolidated joint ventures
|
23,589
|
|
|
21,154
|
|
|
12,230
|
|
Pretax income
|
$
|
38,435
|
|
|
$
|
32,543
|
|
|
$
|
22,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Assets
|
|
|
|
Cash and cash equivalents
|
$
|
1,372
|
|
|
$
|
1,339
|
|
Receivables
|
2,166
|
|
|
1,988
|
|
Investments in unconsolidated joint ventures
|
16,317
|
|
|
10,978
|
|
Other assets (a)
|
24,347
|
|
|
21,897
|
|
Total assets
|
$
|
44,202
|
|
|
$
|
36,202
|
|
Liabilities
|
|
|
|
Accounts payable and accrued expenses
|
$
|
2,685
|
|
|
$
|
2,629
|
|
Total liabilities
|
$
|
2,685
|
|
|
$
|
2,629
|
|
(a)Other assets at November 30, 2021 and 2020 included $24.1 million and $21.5 million, respectively, of contract assets for estimated future renewal commissions.
Note 4. Earnings Per Share
Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Numerator:
|
|
|
|
|
|
Net income
|
$
|
564,746
|
|
|
$
|
296,243
|
|
|
$
|
268,775
|
|
Less: Distributed earnings allocated to nonvested restricted stock
|
(253)
|
|
|
(197)
|
|
|
(123)
|
|
Less: Undistributed earnings allocated to nonvested restricted stock
|
(2,366)
|
|
|
(1,329)
|
|
|
(1,505)
|
|
Numerator for basic earnings per share
|
562,127
|
|
|
294,717
|
|
|
267,147
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Interest expense and amortization of debt issuance costs associated with convertible senior notes, net of taxes
|
—
|
|
|
—
|
|
|
541
|
|
Add: Undistributed earnings allocated to nonvested restricted stock
|
2,366
|
|
|
1,329
|
|
|
1,505
|
|
Less: Undistributed earnings reallocated to nonvested restricted stock
|
(2,286)
|
|
|
(1,278)
|
|
|
(1,412)
|
|
Numerator for diluted earnings per share
|
$
|
562,207
|
|
|
$
|
294,768
|
|
|
$
|
267,781
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Weighted average shares outstanding — basic
|
90,401
|
|
|
90,464
|
|
|
87,996
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Share-based payments
|
3,186
|
|
|
3,622
|
|
|
4,415
|
|
Convertible senior notes
|
—
|
|
|
—
|
|
|
1,427
|
|
Weighted average shares outstanding — diluted
|
93,587
|
|
|
94,086
|
|
|
93,838
|
|
Basic earnings per share
|
$
|
6.22
|
|
|
$
|
3.26
|
|
|
$
|
3.04
|
|
Diluted earnings per share
|
$
|
6.01
|
|
|
$
|
3.13
|
|
|
$
|
2.85
|
|
In 2021 and 2020, no outstanding stock options were excluded from the diluted earnings per share calculation. In 2019, outstanding stock options to purchase a nominal amount of common stock were excluded from the diluted earnings per share calculation because the effect of their inclusion would be antidilutive. The diluted earnings per share calculation for the year ended November 30, 2019 included the dilutive effect of our 1.375% convertible senior notes due 2019 based on the number of days they were outstanding during the period. We repaid those notes at their February 1, 2019 maturity.
Contingently issuable shares associated with outstanding PSUs were not included in the basic earnings per share calculations for the periods presented, as the applicable vesting conditions had not been satisfied.
Note 5. Receivables
Receivables consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Due from utility companies, improvement districts and municipalities (a)
|
$
|
151,284
|
|
|
$
|
105,700
|
|
Recoveries related to self-insurance and other legal claims
|
95,063
|
|
|
82,018
|
|
Refundable deposits and bonds
|
13,681
|
|
|
10,897
|
|
|
|
|
|
Income taxes receivable
|
—
|
|
|
41,323
|
|
Other
|
49,359
|
|
|
40,020
|
|
Subtotal
|
309,387
|
|
|
279,958
|
|
Allowance for doubtful accounts
|
(5,196)
|
|
|
(7,299)
|
|
Total
|
$
|
304,191
|
|
|
$
|
272,659
|
|
(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 districts or municipalities.
Note 6. Inventories
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Homes completed or under construction
|
$
|
2,103,038
|
|
|
$
|
1,437,911
|
|
Land under development
|
2,699,791
|
|
|
2,459,571
|
|
|
|
|
|
Total
|
$
|
4,802,829
|
|
|
$
|
3,897,482
|
|
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.
Land under development at November 30, 2021 and 2020 included land held for future development of $44.6 million and $74.0 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. At November 30, 2021 and 2020, land under development also included land held for sale of $.6 million and $1.3 million, respectively.
Our interest costs were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Capitalized interest at beginning of year
|
$
|
190,113
|
|
|
$
|
195,738
|
|
|
$
|
209,129
|
|
Interest incurred
|
120,514
|
|
|
124,147
|
|
|
143,412
|
|
|
|
|
|
|
|
Interest amortized to construction and land costs (a)
|
(149,508)
|
|
|
(129,772)
|
|
|
(156,803)
|
|
Capitalized interest at end of year
|
$
|
161,119
|
|
|
$
|
190,113
|
|
|
$
|
195,738
|
|
(a)Interest amortized to construction and land costs for the years ended November 30, 2021, 2020 and 2019 included $.2 million, $.4 million and $.7 million, respectively, related to land sales during the periods.
Note 7. Inventory Impairments and Land Option Contract Abandonments
Each 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 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. We evaluated one, 11 and 21 communities or land parcels for recoverability as of November 30, 2021, 2020 and 2019, respectively. The carrying values of those communities or land parcels evaluated as of November 30, 2021, 2020 and 2019 were $29.9 million, $123.4 million and $207.7 million, respectively. The higher number and corresponding carrying value of communities or land parcels evaluated as of November 30, 2020 and 2019 reflected the then-current conditions and trends in the markets where the communities are located, as well as certain communities or land parcels previously held for future development that were reactivated as part of our efforts to improve our asset efficiency. In addition, we evaluated land held for future development for recoverability as of November 30, 2021, 2020 and 2019. 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. With respect to the year ended November 30, 2021, these expectations considered the year-over-year increases in our overall average net orders per community, backlog levels, homes delivered and housing gross profit margin during the period as well as our experience that conditions in the markets where assessed assets were located were relatively stable or improved, with no significant deterioration identified or projected, as to revenue or cost drivers that would prevent or otherwise impact recoverability. 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.
With respect to the year ended November 30, 2020, our expectations considered that our net orders, ending backlog and cancellation rates for the 2020 third and fourth quarters improved from both the corresponding year-earlier quarters as well as the 2020 second quarter, when the early stages of the COVID-19 pandemic and related COVID-19 control responses in our served markets caused a significant contraction in economic activity and adversely affected our ability to conduct normal operations, as described in Note 1 – Summary of Significant Accounting Policies. Our impairment assessments also considered that while the number of homes delivered in the 2020 third and fourth quarters decreased from the corresponding year-earlier quarters, reflecting the negative COVID-19-related impacts earlier in the year, the average selling price of those homes increased and our housing gross profit margins improved significantly over the same periods. Moreover, the average selling price of our net orders generated during the 2020 third and fourth quarters increased from the corresponding year-earlier periods. Taken together, and notwithstanding the significant disruptions associated with the COVID-19 pandemic during the 2020 second quarter, our inventory assessments as of November 30, 2020 determined that market conditions for each of our assets in inventory where impairment indicators were identified were expected to be sufficiently stable, with a solid net order pace and a steady average selling price, to support such assets’ recoverability.
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 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.
The following table summarizes ranges for significant quantitative unobservable inputs we utilized in our fair value 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)
|
|
|
2021
|
|
2020
|
|
2019
|
Average selling price
|
|
|
$471,000 - $949,400
|
|
$301,600 - $1,127,100
|
|
$315,000 - $1,045,400
|
Deliveries per month
|
|
|
4 - 5
|
|
1 - 4
|
|
1 - 4
|
Discount rate
|
|
|
18% - 19%
|
|
17% - 18%
|
|
17%
|
(a)The ranges of inputs used in each period primarily reflect differences between the housing markets where each impacted community is located, rather than fluctuations in prevailing market conditions.
Based on the results of our evaluations, we recognized inventory impairment charges of $9.9 million in 2021 related to two communities with a post-impairment fair value of $18.0 million. In 2020, we recognized inventory impairment charges of $22.7 million related to 10 communities with a post-impairment fair value of $46.5 million. In 2019, we recognized inventory impairment charges of $14.0 million related to eight communities with a post-impairment fair value of $27.1 million. The impairment charges in 2021, 2020 and 2019 reflected our decisions to make changes in our operational strategies aimed at more quickly monetizing our investment in certain communities 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, 2021, the aggregate carrying value of our inventory that had been impacted by inventory impairment charges was $87.7 million, representing 11 communities and various other land parcels. As of November 30, 2020, the aggregate carrying value of our inventory that had been impacted by inventory impairment charges was $113.1 million, representing 16 communities and various other land parcels.
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. Based on the results of our assessments, we recognized land option contract abandonment charges of $2.1 million in 2021, $5.9 million in 2020 and $3.3 million in 2019. 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 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 in excess of 10 years, and expect to realize, on an overall basis, the majority of our inventory balance as of November 30, 2021 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 from those estimated.
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 VIEs and, if so, whether we are the primary beneficiary. Based on our analyses, we determined that one of our joint ventures at November 30, 2021 and 2020 was a VIE, but we were not the primary beneficiary of the VIE. Therefore, all of our joint ventures at November 30, 2021 and 2020 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, 2021 and 2020, we were not the primary beneficiary of any VIEs from which we have acquired rights to land under land option contracts and other similar contracts. We perform ongoing reassessments of whether we are the primary beneficiary of a VIE.
The following table presents a summary of our interests in land option contracts and other similar contracts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2021
|
|
November 30, 2020
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
Unconsolidated VIEs
|
$
|
38,333
|
|
|
$
|
1,093,669
|
|
|
$
|
20,962
|
|
|
$
|
910,495
|
|
Other land option contracts and other similar contracts
|
36,176
|
|
|
766,182
|
|
|
33,672
|
|
|
507,934
|
|
Total
|
$
|
74,509
|
|
|
$
|
1,859,851
|
|
|
$
|
54,634
|
|
|
$
|
1,418,429
|
|
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 $38.1 million at November 30, 2021 and $31.1 million at November 30, 2020. These pre-acquisition costs and cash deposits were included in inventories in our consolidated balance sheets.
For land option contracts and other similar contracts where the land seller entity is not required to be consolidated under the 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-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 contract. As a result of our evaluations of land option contracts and other similar contracts for financing arrangements, we recorded inventories in our consolidated balance sheets, with a corresponding increase to accrued expenses and other liabilities, of $26.5 million at November 30, 2021 and $19.4 million at November 30, 2020.
Note 9. Investments in Unconsolidated Joint Ventures
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, 2021 and five unconsolidated joint ventures as of November 30, 2020 and 2019. The following table presents combined condensed information from the statements of operations of our unconsolidated joint ventures (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Revenues
|
$
|
14,818
|
|
|
$
|
127,270
|
|
|
$
|
23,676
|
|
Construction and land costs
|
(12,398)
|
|
|
(93,162)
|
|
|
(23,659)
|
|
Other expenses, net
|
(2,640)
|
|
|
(8,850)
|
|
|
(2,644)
|
|
Income (loss)
|
$
|
(220)
|
|
|
$
|
25,258
|
|
|
$
|
(2,627)
|
|
For the years ended November 30, 2021 and 2020, combined revenues and construction and land costs primarily related to homes delivered from an unconsolidated joint venture in California. The lower combined revenues and construction and land costs for 2021 as compared to 2020 mainly reflected a decrease in the number of homes delivered from this unconsolidated joint venture to 10 in 2021 from 99 in 2020. The joint venture delivered its last home in the 2021 second quarter. For the year ended November 30, 2019, combined revenues and construction and land costs were generated primarily from land sales.
The following table presents combined condensed balance sheet information for our unconsolidated joint ventures (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Assets
|
|
|
|
Cash
|
$
|
15,731
|
|
|
$
|
38,837
|
|
Receivables
|
795
|
|
|
96
|
|
Inventories
|
64,034
|
|
|
65,233
|
|
Other assets
|
50
|
|
|
593
|
|
Total assets
|
$
|
80,610
|
|
|
$
|
104,759
|
|
Liabilities and equity
|
|
|
|
Accounts payable and other liabilities
|
$
|
12,285
|
|
|
$
|
14,037
|
|
Equity
|
68,325
|
|
|
90,722
|
|
Total liabilities and equity
|
$
|
80,610
|
|
|
$
|
104,759
|
|
Note 10. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
2021
|
|
2020
|
Computer software and equipment
|
|
$
|
39,938
|
|
|
$
|
32,902
|
|
|
|
|
|
|
Model furnishings and sales office improvements
|
|
87,702
|
|
|
83,882
|
|
Leasehold improvements, office furniture and equipment
|
|
17,922
|
|
|
17,245
|
|
Subtotal
|
|
145,562
|
|
|
134,029
|
|
Accumulated depreciation
|
|
(69,249)
|
|
|
(68,482)
|
|
Total
|
|
$
|
76,313
|
|
|
$
|
65,547
|
|
Note 11. Other Assets
Other assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Cash surrender value and benefit receivable from corporate-owned life insurance contracts
|
$
|
68,748
|
|
|
$
|
73,227
|
|
|
|
|
|
Lease right-of-use assets
|
27,508
|
|
|
35,967
|
|
Prepaid expenses
|
6,344
|
|
|
13,916
|
|
Debt issuance costs associated with unsecured revolving credit facility, net
|
1,553
|
|
|
2,400
|
|
Total
|
$
|
104,153
|
|
|
$
|
125,510
|
|
Note 12. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Self-insurance and other legal liabilities
|
$
|
239,129
|
|
|
$
|
232,556
|
|
Employee compensation and related benefits
|
192,549
|
|
|
165,342
|
|
Warranty liability
|
96,153
|
|
|
91,646
|
|
Customer deposits
|
71,032
|
|
|
26,243
|
|
Inventory-related obligations (a)
|
36,146
|
|
|
31,094
|
|
Lease liabilities
|
29,279
|
|
|
37,668
|
|
Accrued interest payable
|
24,554
|
|
|
31,641
|
|
Real estate and business taxes
|
17,563
|
|
|
14,249
|
|
Other
|
50,500
|
|
|
37,062
|
|
Total
|
$
|
756,905
|
|
|
$
|
667,501
|
|
(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 TIFE obligations mature.
Note 13. Leases
We lease certain property and equipment for use in our operations. We recognize lease expense for these leases generally 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 on 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, 2021 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 includes costs for leases with terms of more than 12 months as well as short-term leases with terms of 12 months or less. For the years ended November 30, 2021 and 2020, our total lease expense was $17.3 million and $17.7 million, respectively, and
included short-term lease costs of $4.7 million and $6.0 million, respectively. Variable lease costs and external sublease income for the years ended November 30, 2021 and 2020 were immaterial.
The following table presents our lease right-of-use assets, lease liabilities and the weighted-average remaining lease term and weighted-average discount rate (incremental borrowing rate) used in calculating the lease liabilities (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
2021
|
|
2020
|
Lease right-of-use assets (a)
|
|
$
|
27,693
|
|
|
$
|
36,270
|
|
Lease liabilities (b)
|
|
29,481
|
|
|
38,000
|
|
Weighted-average remaining lease term
|
|
3.8 years
|
|
4.5 years
|
Weighted-average discount rate (incremental borrowing rate)
|
|
5.1
|
%
|
|
5.1
|
%
|
(a)Represents lease right-of-use assets within our homebuilding operations and financial services operations of $27.5 million and $.2 million, respectively, at November 30, 2021, and $36.0 million and $.3 million, respectively, at November 30, 2020.
(b)Represents lease liabilities within our homebuilding operations and financial services operations of $29.3 million and $.2 million, respectively, at November 30, 2021, and $37.7 million and $.3 million, respectively, at November 30, 2020.
The following table presents additional information about our leases (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
Lease right-of-use assets obtained in exchange for new lease liabilities
|
$
|
1,526
|
|
|
$
|
14,229
|
|
Cash payments on lease liabilities
|
11,613
|
|
|
11,243
|
|
As of November 30, 2021, the future minimum lease payments required under our leases are as follows (in thousands):
|
|
|
|
|
|
|
|
|
Years Ending November 30,
|
|
|
2022
|
|
$
|
10,560
|
|
2023
|
|
8,292
|
|
2024
|
|
6,149
|
|
2025
|
|
4,508
|
|
2026
|
|
1,182
|
|
Thereafter
|
|
1,930
|
|
Total lease payments
|
|
32,621
|
|
Less: Interest
|
|
(3,140)
|
|
Present value of lease liabilities
|
|
$
|
29,481
|
|
Note 14. Income Taxes
Income Tax Expense. The components of the income tax expense in our consolidated statements of operations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
State
|
|
Total
|
2021
|
|
|
|
|
|
Current
|
$
|
(44,300)
|
|
|
$
|
(33,700)
|
|
|
$
|
(78,000)
|
|
Deferred
|
(47,200)
|
|
|
(5,400)
|
|
|
(52,600)
|
|
Income tax expense
|
$
|
(91,500)
|
|
|
$
|
(39,100)
|
|
|
$
|
(130,600)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
State
|
|
Total
|
2020
|
|
|
|
|
|
Current
|
$
|
(12,100)
|
|
|
$
|
(3,500)
|
|
|
$
|
(15,600)
|
|
Deferred
|
(36,200)
|
|
|
(16,000)
|
|
|
(52,200)
|
|
Income tax expense
|
$
|
(48,300)
|
|
|
$
|
(19,500)
|
|
|
$
|
(67,800)
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
Current
|
$
|
(200)
|
|
|
$
|
(3,700)
|
|
|
$
|
(3,900)
|
|
Deferred
|
(53,800)
|
|
|
(21,700)
|
|
|
(75,500)
|
|
Income tax expense
|
$
|
(54,000)
|
|
|
$
|
(25,400)
|
|
|
$
|
(79,400)
|
|
Our effective tax rates were 18.8% for 2021, 18.6% for 2020 and 22.8% for 2019.
In 2021, our income tax expense and effective tax rate reflected the favorable impacts of $49.5 million of federal tax credits we earned primarily from building energy-efficient homes and $7.1 million of excess tax benefits related to stock-based compensation, partly offset by $11.3 million of non-deductible executive compensation expense under Internal Revenue Code Section 162(m). In 2020, our income tax expense and effective tax rate reflected the favorable impacts of $18.7 million of federal tax credits we earned from building energy-efficient homes and $12.0 million of excess tax benefits related to stock-based compensation, partly offset by $5.7 million of non-deductible executive compensation expense. In 2019, our income tax expense and effective tax rate reflected the favorable impacts of $5.3 million of excess tax benefits related to stock-based compensation, a $4.4 million deferred tax asset valuation allowance reversal related to refundable alternative minimum tax (“AMT”) and $4.3 million of federal tax credits we earned from building energy-efficient homes, partly offset by $5.3 million of non-deductible executive compensation expense and a $1.9 million non-cash charge due to the re-measurement of deferred tax assets based on a reduction in certain state income tax rates.
The federal energy tax credits for the year ended November 30, 2021 resulted from legislation enacted in December 2020 and earlier periods. The legislation enacted in December 2020, among other things, extended the availability of a business tax credit for building new energy-efficient homes through December 31, 2021. The federal energy tax credits for the year ended November 30, 2020 resulted from legislation enacted in December 2019 that, among other things, extended the availability of the tax credit through December 31, 2020. The federal energy tax credits for the year ended November 30, 2019 resulted from legislation enacted on February 9, 2018 that, among other things, extended the availability of the tax credit through December 31, 2017.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide economic and other relief as a result of the COVID-19 pandemic. Among other things, the CARES Act accelerated the timetable for AMT credit refunds. As a result, in the 2020 second quarter, we filed a superseding 2019 federal income tax return claiming an additional refund of $39.3 million of AMT credits and reclassified this amount from deferred tax assets to receivables. We received this AMT credit refund in the 2021 first quarter. In the 2020 fourth quarter, an amended 2019 federal income tax return was filed to expedite our additional refund and to recognize federal energy tax credits we earned from building energy-efficient homes in 2019. These credits were in addition to the $43.3 million of AMT tax credits that we reclassified from deferred tax assets to receivables in the 2020 first quarter when we filed a preliminary 2019 federal income tax return. We received the $43.3 million AMT credit refund in the 2020 third quarter. Our accounting policy regarding the balance sheet presentation of AMT credits is to maintain the balance in deferred tax assets until a tax return is filed claiming a refund of a portion of the credit, at which time such amount will be presented in receivables.
The CARES Act also provided an ERC, which is a refundable payroll tax credit that encouraged businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers could qualify for up to $5,000 of credit for each employee based on certain wages paid after March 12, 2020 and before January 1, 2021. Based on our evaluation of this provision and the significant pandemic-related impacts on our operations in 2020, we recognized an ERC of $4.3 million as an offset to payroll tax expenses within selling general and administrative expenses in our consolidated statements of operations upon filing for the refund in the 2021 first quarter. We received the ERC refund in the 2021 fourth quarter.
In June 2020, California enacted tax legislation that approved the suspension of California NOL deductions for tax years 2020, 2021 and 2022. Although the suspension of California NOL deductions did not have an impact on our income tax expense for the year ended November 30, 2021 or 2020, it contributed to the year-over-year increase in the amount of taxes we paid in 2021.
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,
|
|
2021
|
|
2020
|
Deferred tax liabilities:
|
|
|
|
Capitalized expenses
|
$
|
36,660
|
|
|
$
|
43,439
|
|
State taxes
|
20,558
|
|
|
22,562
|
|
Depreciation and amortization
|
3,926
|
|
|
2,714
|
|
Other
|
1,555
|
|
|
2,884
|
|
Total
|
62,699
|
|
|
71,599
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
NOLs from 2006 through 2021
|
73,662
|
|
|
79,987
|
|
Employee benefits
|
56,384
|
|
|
52,713
|
|
Warranty, legal and other accruals
|
54,826
|
|
|
41,319
|
|
Inventory impairment and land option contract abandonment charges
|
30,767
|
|
|
40,998
|
|
Capitalized expenses
|
26,849
|
|
|
19,903
|
|
Partnerships and joint ventures
|
8,265
|
|
|
8,733
|
|
|
|
|
|
|
|
|
|
Tax credits
|
4,634
|
|
|
75,108
|
|
Other
|
2,090
|
|
|
1,905
|
|
Total
|
257,477
|
|
|
320,666
|
|
Valuation allowance
|
(17,400)
|
|
|
(18,000)
|
|
Total
|
240,077
|
|
|
302,666
|
|
Deferred tax assets, net
|
$
|
177,378
|
|
|
$
|
231,067
|
|
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,
|
|
2021
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
Income tax expense computed at statutory rate
|
$
|
(146,023)
|
|
|
(21.0)
|
%
|
|
$
|
(76,449)
|
|
|
(21.0)
|
%
|
|
$
|
(73,117)
|
|
|
(21.0)
|
%
|
Tax credits
|
49,522
|
|
|
7.1
|
|
|
18,734
|
|
|
5.1
|
|
|
6,595
|
|
|
1.9
|
|
Depreciation and amortization
|
5,872
|
|
|
.8
|
|
|
9,910
|
|
|
2.7
|
|
|
4,276
|
|
|
1.2
|
|
Valuation allowance for deferred tax assets
|
600
|
|
|
.1
|
|
|
1,200
|
|
|
.3
|
|
|
4,400
|
|
|
1.3
|
|
Non-deductible compensation
|
(9,241)
|
|
|
(1.3)
|
|
|
(4,812)
|
|
|
(1.3)
|
|
|
(4,653)
|
|
|
(1.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State taxes, net of federal income tax benefit
|
(31,378)
|
|
|
(4.5)
|
|
|
(16,395)
|
|
|
(4.4)
|
|
|
(20,927)
|
|
|
(6.0)
|
|
NOL reconciliation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,111
|
|
|
.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
48
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
915
|
|
|
.2
|
|
Income tax expense
|
$
|
(130,600)
|
|
|
(18.8)
|
%
|
|
$
|
(67,800)
|
|
|
(18.6)
|
%
|
|
$
|
(79,400)
|
|
|
(22.8)
|
%
|
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 $194.8 million at November 30, 2021 and $249.1 million at November 30, 2020 were partially offset in each year by valuation allowances of $17.4 million and $18.0 million, respectively. The deferred tax asset valuation allowances at November 30, 2021 and 2020 were primarily related to certain state NOLs that had not met the “more likely than not” realization standard at those dates. As a result of our utilization of certain state NOLs, we reduced the valuation allowance by $.6 million in 2021. As of November 30, 2021, we would need to generate approximately $670 million of pretax income in future periods before 2041 to realize our deferred tax assets. Based on the evaluation of our deferred tax assets as of November 30, 2021, we determined that most of our deferred tax assets would be realized. In 2020, as a result of an expiration and the remeasurement of certain state NOLs, we decreased both our deferred tax assets and the related deferred tax asset valuation allowance for these NOLs by $1.2 million. In 2019, the decrease in the valuation allowance primarily reflected our reversal of a $4.4 million deferred tax asset valuation allowance, partly due to the Internal Revenue Service’s announcement in January 2019 that refundable AMT credits will not be subject to sequestration for taxable years beginning after December 31, 2017.
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 NOLs can be carried forward for 20 years and applied to offset future taxable income. Depending on their applicable statutory period, the state NOL carryforwards of $73.7 million, if not utilized, will begin to expire between 2022 and 2041. State NOL carryforwards of $.2 million and $.4 million expired in 2021 and 2020, respectively. In addition, $4.6 million of our tax credits, if not utilized, will expire in 2041.
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, excluding interest and penalties, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Balance at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Increase as a result of tax position taken in prior years
|
930
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Balance at end of year
|
$
|
930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
We had unrecognized tax benefits of $.9 million as of November 30, 2021. Our unrecognized tax benefits are included in accrued expenses and other liabilities in our consolidated financial statements. 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. As of November 30, 2020 and 2019, we had no gross unrecognized tax benefits.
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 will be related to increases due to new tax positions taken and the accrual of interest and penalties. As of November 30, 2021 and 2020, there were no tax positions for which the ultimate deductibility is highly certain but the timing of such deductibility is uncertain. Our total accrued interest and penalties related to unrecognized income tax benefits was zero at both November 30, 2021 and 2020. 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. The fiscal years ending 2018 and later remain open to federal examinations, while 2017 and later remain open to state examinations.
The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382. Based on our analysis performed as of November 30, 2021, we do not believe that we have experienced an ownership change as defined by Section 382, and, therefore, the NOLs, built-in losses and tax credits we have generated should not be subject to a Section 382 limitation as of this reporting date.
Note 15. Notes Payable
Notes payable consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
2021
|
|
2020
|
Mortgages and land contracts due to land sellers and other loans (at interest rates of 4.5% at November 30, 2021 and 4.5% to 6.0% at November 30, 2020)
|
$
|
5,327
|
|
|
$
|
4,667
|
|
7.00% Senior notes due December 15, 2021
|
—
|
|
|
449,029
|
|
7.50% Senior notes due September 15, 2022
|
349,471
|
|
|
348,846
|
|
7.625% Senior notes due May 15, 2023
|
350,788
|
|
|
351,281
|
|
6.875% Senior notes due June 15, 2027
|
297,161
|
|
|
296,757
|
|
4.80% Senior notes due November 15, 2029
|
296,905
|
|
|
296,595
|
|
4.00% Senior notes due June 15, 2031
|
385,375
|
|
|
—
|
|
Total
|
$
|
1,685,027
|
|
|
$
|
1,747,175
|
|
The carrying amounts of our senior notes listed above are net of debt issuance costs and premiums, which totaled $10.3 million at November 30, 2021 and $7.5 million at November 30, 2020.
Unsecured Revolving Credit Facility. We have an $800.0 million Credit Facility that will mature on October 7, 2023. The Credit Facility contains an uncommitted accordion feature under which its aggregate principal amount of available loans can be increased to a maximum of $1.00 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 is payable at least quarterly in arrears at a rate based on either a Eurodollar or a base rate, plus a spread that depends on our Leverage Ratio, as defined under the Credit Facility. The Credit Facility also requires the payment of a commitment fee at a per annum rate ranging from .20% 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. 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, 2021, we had no cash borrowings and $8.6 million of letters of credit outstanding under the Credit Facility. Therefore, as of November 30, 2021, we had $791.4 million available for cash borrowings under the Credit Facility, with up to $241.4 million of that amount available for the issuance of letters of credit.
LOC Facility. On August 12, 2021, we entered into an amendment to our LOC Facility that increased the limit of letters of credit we may issue under it from $50.0 million to $75.0 million, and extended the expiration date from February 13, 2022 to February 13, 2025. Under the LOC Facility, we obtain letters of credit from time to time in the ordinary course of operating our business. As of November 30, 2021 and 2020, we had letters of credit outstanding under the LOC Facility of $34.6 million and $29.7 million, respectively.
Mortgages and Land Contracts Due to Land Sellers and Other Loans. As of November 30, 2021, inventories having a carrying value of $20.8 million were pledged to collateralize mortgages and land contracts due to land sellers and other loans.
Shelf Registration. On July 9, 2020, we filed the 2020 Shelf Registration with the SEC. The 2020 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. The 2020 Shelf Registration replaced our previously effective universal shelf registration statement filed with the SEC on July 14, 2017.
Senior Notes. All of the senior notes outstanding at November 30, 2021 and 2020 represent senior unsecured obligations that are guaranteed by certain of our subsidiaries and rank equally in right of payment with all of our existing and future indebtedness. All of our senior notes were issued in underwritten public offerings. Interest on each of these senior notes is payable semi-annually.
The key terms of each of our senior notes outstanding as of November 30, 2021 were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Prior to Maturity
|
|
Effective Interest Rate
|
|
|
|
|
|
|
|
|
|
Notes Payable
|
|
Principal
|
|
Issuance Date
|
|
Maturity Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.50% Senior notes
|
|
$
|
350,000
|
|
|
July 31, 2012
|
|
September 15, 2022
|
|
Yes (a)
|
|
7.7
|
%
|
7.625% Senior notes
|
|
350,000
|
|
|
February 17, 2015/February 20, 2019
|
|
May 15, 2023
|
|
Yes (b)
|
|
7.5
|
|
6.875% Senior notes
|
|
300,000
|
|
|
February 20, 2019
|
|
June 15, 2027
|
|
Yes (b)
|
|
7.1
|
|
4.80% Senior notes
|
|
300,000
|
|
|
November 4, 2019
|
|
November 15, 2029
|
|
Yes (b)
|
|
5.0
|
|
4.00% Senior notes
|
|
390,000
|
|
|
June 9, 2021
|
|
June 15, 2031
|
|
Yes (b)
|
|
4.2
|
|
(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 the applicable redemption date.
(b)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 and until their maturity, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date.
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.
On June 9, 2021, we completed the underwritten public offering of $390.0 million in aggregate principal amount of 4.00% Senior Notes due 2031 at 100% of their aggregate principal amount. Net proceeds from this offering totaled $385.2 million, after deducting the underwriting discount and our expenses relating to the offering. The 4.00% Senior Notes due 2031 represent senior unsecured obligations of ours and rank equally in right of payment with all of our existing unsecured and unsubordinated indebtedness. Interest on the 4.00% Senior Notes due 2031 is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2021. These notes will mature on June 15, 2031.
On June 9, 2021, we used a portion of the net proceeds from the issuance of the 4.00% Senior Notes due 2031 to purchase, pursuant to a tender offer that expired the previous day, $269.8 million in aggregate principal amount of our outstanding $450.0 million of 7.00% Senior Notes due 2021. We paid $274.9 million to purchase the notes and recorded a charge of $5.1 million for the early extinguishment of debt in the 2021 third quarter due to a premium paid under the tender offer and the unamortized original issue discount associated with these senior notes.
On September 15, 2021, we redeemed the remaining $180.2 million in aggregate principal amount of the 7.00% Senior Notes due 2021 at par value pursuant to the terms of the notes.
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, our senior notes contain 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 senior notes, the indenture, 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. There are no agreements that restrict our payment of dividends other than the Credit Facility, which would restrict our payment of certain dividends, such as cash dividends on our common stock, if a default under the Credit Facility 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).
Principal payments on senior notes, mortgages and land contracts due to land sellers and other loans are due during each year ending November 30 as follows: 2022 — $353.6 million; 2023 — $351.1 million; 2024 — $.6 million; 2025 — $0; 2026 — $0; and thereafter — $990.0 million.
Note 16. Fair Value Disclosures
Fair value measurements of assets and liabilities are categorized based on the following hierarchy:
Level 1Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2Fair 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 3Fair 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 carrying value is not recoverable. The following table presents the fair value hierarchy and our assets measured at fair value on a nonrecurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2021
|
|
November 30, 2020
|
Description
|
|
Fair Value Hierarchy
|
|
Pre-Impairment Value
|
|
Inventory Impairment Charges
|
|
Fair Value (a)
|
|
Pre-Impairment Value
|
|
Inventory Impairment Charges
|
|
Fair Value (a)
|
Inventories (a)
|
|
Level 3
|
|
$
|
27,923
|
|
|
$
|
(9,903)
|
|
|
$
|
18,020
|
|
|
$
|
69,211
|
|
|
$
|
(22,723)
|
|
|
$
|
46,488
|
|
(a)Amounts represent the aggregate fair value for real estate assets impacted by inventory impairment charges during the applicable period, as of the date that the fair value measurements were made. The carrying value for these real estate assets may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
The fair values for inventories that were determined using Level 3 inputs were based on the estimated future net cash flows discounted for inherent risk associated with each underlying asset.
The following table presents the fair value hierarchy, carrying values and estimated fair values of our financial instruments, except those for which the carrying values approximate fair values (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
|
|
2021
|
|
2020
|
Description
|
|
Fair Value Hierarchy
|
|
Carrying
Value (a)
|
|
Estimated
Fair Value
|
|
Carrying
Value (a)
|
|
Estimated
Fair Value
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Senior notes
|
|
Level 2
|
|
$
|
1,679,700
|
|
|
$
|
1,796,500
|
|
|
$
|
1,742,508
|
|
|
$
|
1,924,250
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)The carrying value for the senior notes, as presented, includes unamortized debt issuance costs. Debt issuance costs are not factored into the estimated fair values of these notes.
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, and mortgages and land contracts due to land sellers and other loans approximate fair values. The carrying value of corporate-owned life insurance is based on the cash surrender value of the policies and, accordingly, approximates fair value.
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 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. 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. 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.
The changes in our warranty liability were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Balance at beginning of year
|
$
|
91,646
|
|
|
$
|
88,839
|
|
|
$
|
82,490
|
|
Warranties issued
|
34,627
|
|
|
29,505
|
|
|
35,480
|
|
Payments
|
(26,120)
|
|
|
(23,098)
|
|
|
(23,531)
|
|
Adjustments
|
(4,000)
|
|
|
(3,600)
|
|
|
(5,600)
|
|
Balance at end of year
|
$
|
96,153
|
|
|
$
|
91,646
|
|
|
$
|
88,839
|
|
Guarantees. In the normal course of our business, we issue certain representations, warranties and guarantees related to our home sales and land sales. Based on historical experience, we do not believe any potential liability with respect to these representations, warranties or guarantees would be material to our consolidated financial statements.
Self-Insurance. We 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 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 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 certain 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. 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 $57.8 million and $60.0 million are included in receivables in our consolidated balance sheets at November 30, 2021 and 2020, 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.
The changes in our self-insurance liability were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Balance at beginning of year
|
$
|
194,180
|
|
|
$
|
177,765
|
|
|
$
|
176,841
|
|
Self-insurance provided
|
19,665
|
|
|
15,399
|
|
|
19,185
|
|
Payments
|
(29,369)
|
|
|
(4,375)
|
|
|
(9,398)
|
|
Adjustments (a)
|
4,655
|
|
|
5,391
|
|
|
(8,863)
|
|
Balance at end of year
|
$
|
189,131
|
|
|
$
|
194,180
|
|
|
$
|
177,765
|
|
(a)Includes 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; an adjustment to increase our previously recorded liability by $6.8 million in 2021; and adjustments to reduce our previously recorded liability by $4.0 million in 2020 and $2.5 million in 2019.
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.
Florida Chapter 558 Actions. We and certain of our trade partners have received a growing number of 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, 2021, we had approximately 543 outstanding noticed claims, and some are scheduled for trial over the next few quarters and beyond. In 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, 2021, we had an accrual for our estimated probable loss for these matters and a receivable for estimated probable insurance recoveries. While it is reasonably possible that our loss could exceed the amount accrued and our recoveries could be less than the amount 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. In addition, although we believe it is probable we will receive additional claims in future periods, we are unable to reasonably estimate the number of such claims or the amount or range of any potential losses associated with such claims as each of these is dependent on several factors, including the actions of third parties over which we have no control; the nature of any specific claims; and our evaluation of the particular facts surrounding each such claim.
Townhome Community Construction Defect Claims. In the 2016 fourth quarter, we received claims from a homeowners association alleging there were construction defects, primarily involving roofing and stucco issues, at a completed townhome community in Northern California totaling approximately $25.0 million. We, along with our outside consultants, have continued to investigate these allegations, and at November 30, 2021, we had an accrual for our estimated probable loss in this matter and a receivable for estimated probable insurance recoveries that reflected the status of our investigation to such date. At this stage of our investigation into these allegations, it is reasonably possible that our loss could exceed the amount accrued by an estimated range of $0 to $3.0 million. Our investigation will also involve identifying potentially responsible parties, including insurers, to pay for or perform any necessary repairs. We are in discussions with the homeowners association regarding the claims and their resolution.
Performance 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, 2021, we had $1.11 billion of performance bonds and $43.2 million of letters of credit outstanding. At November 30, 2020, we had $897.6 million of performance bonds and $42.1 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 year and are typically extended on a year-to-year basis until the related performance obligations are completed.
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, 2021, we had total cash deposits of $74.5 million to purchase land having an aggregate purchase price of $1.86 billion. Our land option contracts and other similar contracts generally do not contain provisions requiring our specific performance.
Potential Contingent Gain. In pursuing e-commerce opportunities in the late-1990s, we sought strategic alliances to provide new products and services to our homebuyers and invested in certain technology businesses aimed at enhancing the homebuying experience. We accounted for these investments under the cost method. We wrote these investments off in 2001-2002, when we believed they were not recoverable based on the extended technology industry downturn and related severe stock market correction. One of these companies, in which we had invested approximately $1.8 million, has since developed a viable business and experienced significant revenue growth. We have a minority ownership interest in this investee company. In addition, in 2000 we granted nominal ownership interests in this and other investee companies to 16 then-current executives under an incentive compensation program. Prior to his appointment, our chairman, president and chief executive officer, who presently serves on this investee company’s board of directors, received such grants, including for this
investee company, as a participant in the program. Subsequent to the end of our 2021 fiscal year, this investee company entered into a letter of intent with a prospective buyer and, if a sales transaction is completed, we expect we could realize a gain that would be recognized in a future period when the sale closes.
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, 2021, 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 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. To help protect the benefits of our NOLs and other deferred tax assets from an ownership change under Section 382, on January 22, 2009, we adopted a Rights Agreement (“Prior Rights Agreement”), and we declared a dividend distribution of one preferred share purchase right for each outstanding share of common stock that was payable to stockholders of record as of the close of business on March 5, 2009. On April 12, 2018, we entered into an Amended and Restated Rights Agreement with Computershare Inc., as rights agent (“2018 Rights Agreement”), which amended and restated the Prior Rights Agreement. The 2018 Rights Agreement extended the latest possible expiration date of the rights issued pursuant to the 2018 Rights Agreement to the close of business on April 30, 2021 and made certain other related changes. On April 8, 2021, we entered into an Amended Rights Agreement with Computershare Inc., as rights agent, (“2021 Rights Agreement”) following its approval by our stockholders at our 2021 Annual Meeting held on April 8, 2021. The 2021 Rights Agreement amends the 2018 Rights Agreement. As with the 2018 Rights Agreement, the 2021 Rights Agreement is intended to continue to help protect our NOLs and other deferred tax assets from an ownership change under Internal Revenue Code Section 382. The 2021 Rights Agreement extended the latest possible expiration date of the rights issued pursuant to the 2018 Rights Agreement to the close of business on April 30, 2024 and made certain other related changes. Otherwise, the 2021 Rights Agreement’s terms are substantively the same as those of the 2018 Rights Agreement.
Subject to the terms, provisions and conditions of the 2021 Rights Agreement, if these rights become exercisable, each right would initially represent the right to purchase from us 1/100th of a share of our Series A Participating Cumulative Preferred Stock for a purchase price of $85.00 (“Purchase Price”). If issued, each fractional share of preferred stock would generally give a stockholder approximately the same dividend, voting and liquidation rights as does one share of our common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder, including without limitation any dividend, voting or liquidation rights. The rights will not be exercisable until the earlier of (a) 10 calendar days after a public announcement by us that a person or group has become an Acquiring Person (as defined under the Prior Rights Agreement) and (b) 10 business days after the commencement of a tender or exchange offer by a person or group if upon consummation of the offer the person or group would beneficially own 4.9% or more of our outstanding common stock.
Until these rights become exercisable (“Distribution Date”), common stock certificates and/or book-entry shares will evidence the rights and may contain a notation to that effect. Any transfer of shares of our common stock prior to the Distribution Date will constitute a transfer of the associated rights. After the Distribution Date, the rights may be transferred other than in connection with the transfer of the underlying shares of our common stock. If there is an Acquiring Person on the
Distribution Date or a person or group becomes an Acquiring Person after the Distribution Date, each holder of a right, other than rights that are or were beneficially owned by an Acquiring Person, which will be void, will thereafter have the right to receive upon exercise of a right and payment of the Purchase Price, that number of shares of our common stock having a market value of two times the Purchase Price. After the later of the Distribution Date and the time we publicly announce that an Acquiring Person has become such, our board of directors may exchange the rights, other than rights that are or were beneficially owned by an Acquiring Person, which will be void, in whole or in part, at an exchange ratio of one share of common stock per right, subject to adjustment.
At any time prior to the later of the Distribution Date and the time we publicly announce that an Acquiring Person becomes such, our board of directors may redeem all of the then-outstanding rights in whole, but not in part, at a price of $.001 per right, subject to adjustment (“Redemption Price”). The redemption will be effective immediately upon the board of directors’ action, unless the action provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events, in which case the redemption will be effective in accordance with the provisions of the action. Immediately upon the effectiveness of the redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the Redemption Price, with interest thereon. The rights issued pursuant to the 2021 Rights Agreement will expire on the earliest of (a) the close of business on April 30, 2024 (b) the time at which the rights are redeemed, (c) the time at which the rights are exchanged, (d) the time at which our board of directors determines that a related provision in our Restated Certificate of Incorporation is no longer necessary, and (e) the close of business on the first day of a taxable year of ours to which our board of directors determines that no tax benefits may be carried forward.
Common Stock. On July 8, 2021, our board of directors authorized us to repurchase up to 5,000,000 shares of our outstanding common stock. This authorization reaffirmed and incorporated the then-current balance of 2,193,947 shares that remained under a prior board-approved share repurchase program. In 2021, we repurchased 4,668,600 shares of our common stock on the open market pursuant to this authorization at a total cost of $188.2 million. Repurchases under the remaining authorization of 331,400 shares 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 and business conditions and other factors. 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 additional shares.
Unrelated to the share repurchase program, our board of directors authorized in 2014 the repurchase of not more than 680,000 shares of our outstanding common stock, and also authorized potential future grants of up to 680,000 stock payment awards under the KB Home 2014 Equity Incentive Plan (“2014 Plan”), in each case solely as necessary for director elections in respect of outstanding Director Plan SARs. The 2014 Plan, which was amended in April 2016, is discussed in Note 21 – Employee Benefit and Stock Plans. As of November 30, 2021, we have not repurchased any shares and no stock payment awards have been granted under the 2014 Plan, as amended, pursuant to the respective board of directors’ authorizations.
Our board of directors declared four quarterly cash dividends of $.15 per share of common stock in 2021. In 2020, our board of directors declared quarterly cash dividends of $.09 per share of common stock in the first, second and third quarters. In the 2020 fourth quarter, our board of directors approved an increase in the quarterly cash dividend on our common stock to $.15 per share and declared a quarterly cash dividend at the new higher rate. Our board of directors declared quarterly cash dividends of $.025 per share of common stock in the 2019 first and second quarters. In the 2019 third quarter, our board of directors approved an increase in the quarterly cash dividend on our common stock to $.09 per share, and declared quarterly cash dividends at the new higher rate in the 2019 third and fourth quarters. All dividends declared during 2021, 2020 and 2019 were also paid during those years.
Treasury Stock. In addition to the shares purchased in 2021 pursuant to our share repurchase program, we acquired $12.3 million, $9.5 million and $7.3 million of our common stock in 2021, 2020 and 2019, respectively. All of the common stock acquired in 2020 and 2019 and a portion of the common stock acquired in 2021 consisted of previously issued shares delivered to us by employees to satisfy their withholding tax obligations on the vesting of PSUs 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 5,000,000 share repurchase program described above. During 2020, we retired 23,487,966 shares of our treasury stock. Upon the retirement of the treasury stock, we deducted the par value from common stock and reflected the excess of cost over par value as a reduction to retained earnings.
Note 20. Accumulated Other Comprehensive Loss
The following table presents the changes in the balances of each component of accumulated other comprehensive loss (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefit Plan Adjustments
|
|
|
Total Accumulated Other Comprehensive Loss
|
Balance at November 30, 2019
|
|
|
$
|
(15,506)
|
|
Other comprehensive loss before reclassifications
|
|
|
(8,412)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1,388
|
|
Income tax benefit related to items of other comprehensive loss
|
|
|
1,897
|
|
Other comprehensive loss, net of tax
|
|
|
(5,127)
|
|
Reclassification of stranded tax effects to retained earnings
|
|
|
(1,643)
|
|
Balance at November 30, 2020
|
|
|
(22,276)
|
|
Other comprehensive income before reclassifications
|
|
|
2,664
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1,661
|
|
Income tax expense related to items of other comprehensive income
|
|
|
(1,168)
|
|
Other comprehensive income, net of tax
|
|
|
3,157
|
|
|
|
|
|
Balance at November 30, 2021
|
|
|
$
|
(19,119)
|
|
The amounts reclassified from accumulated other comprehensive loss consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
Details About Accumulated Other Comprehensive Loss Components
|
|
2021
|
|
2020
|
|
2019
|
Postretirement benefit plan adjustments
|
|
|
|
|
|
|
Amortization of net actuarial loss
|
|
$
|
1,575
|
|
|
$
|
963
|
|
|
$
|
218
|
|
Amortization of prior service cost
|
|
86
|
|
|
425
|
|
|
1,556
|
|
Settlement loss
|
|
—
|
|
|
—
|
|
|
356
|
|
Total reclassifications (a)
|
|
$
|
1,661
|
|
|
$
|
1,388
|
|
|
$
|
2,130
|
|
(a)The accumulated other comprehensive loss components are 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 periodic benefit cost during 2022.
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 partially match employee contributions. The aggregate cost of the 401(k) Plan to us was $7.2 million in 2021, $6.5 million in 2020 and $6.9 million in 2019. The assets of the 401(k) Plan are held by a third-party trustee. 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, 2021, 2020 and 2019, approximately 4%, 4% and 5%, respectively, of the 401(k) Plan’s net assets at each period were invested in our common stock.
Amended KB Home 2014 Plan. At our Annual Meeting of Stockholders held on April 7, 2016, our stockholders approved the Amended KB Home 2014 Equity Incentive Plan (“Amended 2014 Plan”), authorizing, among other things, the issuance for grants of stock-based awards to our employees, non-employee directors and consultants of up to 7,500,000 additional shares above the original 4,800,000 shares our stockholders approved under the plan (or an aggregate issuance of 12,300,000 shares), plus any shares that were available for grant as of April 7, 2014 under our 2010 Equity Incentive Plan (“2010 Plan”), and any
shares subject to then-outstanding awards under the 2010 Plan that subsequently expire or are cancelled, forfeited, tendered or withheld to satisfy tax withholding obligations with respect to full value awards, or settled for cash. No new awards may be made under the 2010 Plan. Therefore, the Amended 2014 Plan is our only active equity compensation plan. Under the Amended 2014 Plan, grants of stock options and other similar awards reduce the Amended 2014 Plan’s share capacity on a 1-for-1 basis, and grants of restricted stock and other similar “full value” awards reduce the Amended 2014 Plan’s share capacity on a 1.78-for-1 basis. In addition, subject to the Amended 2014 Plan’s terms and conditions, a stock-based award may also be granted under the Amended 2014 Plan to replace an outstanding award granted under another plan of ours (subject to the terms of such other plan) with terms substantially identical to those of the award being replaced.
The Amended 2014 Plan provides that stock options and SARs may be awarded for periods of up to 10 years. The Amended 2014 Plan also enables us to grant cash bonuses and other stock-based awards.
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 PSUs. Certain stock-based compensation benefits are also provided to our non-employee directors pursuant to the Director Plan. Compensation expense related to equity-based awards is included in selling, general and administrative expenses in our consolidated statements of operations.
The following table presents our stock-based compensation expense (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189
|
|
Restricted stock
|
7,139
|
|
|
6,993
|
|
|
6,080
|
|
PSUs
|
19,512
|
|
|
13,069
|
|
|
10,742
|
|
Director awards
|
2,253
|
|
|
1,469
|
|
|
1,301
|
|
Total
|
$
|
28,904
|
|
|
$
|
21,531
|
|
|
$
|
18,312
|
|
Stock Options. Stock option transactions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
Options outstanding at beginning of year
|
2,462,714
|
|
|
$
|
15.32
|
|
|
4,163,481
|
|
|
$
|
13.00
|
|
|
7,237,544
|
|
|
$
|
16.02
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
(788,321)
|
|
|
14.83
|
|
|
(1,694,767)
|
|
|
9.52
|
|
|
(2,300,004)
|
|
|
13.27
|
|
Cancelled
|
—
|
|
|
—
|
|
|
(6,000)
|
|
|
45.16
|
|
|
(774,059)
|
|
|
40.43
|
|
Options outstanding at end of year
|
1,674,393
|
|
|
$
|
15.56
|
|
|
2,462,714
|
|
|
$
|
15.32
|
|
|
4,163,481
|
|
|
$
|
13.00
|
|
Options exercisable at end of year
|
1,674,393
|
|
|
$
|
15.56
|
|
|
2,462,714
|
|
|
$
|
15.32
|
|
|
4,163,481
|
|
|
$
|
13.00
|
|
Options available for grant at end of year
|
4,096,427
|
|
|
|
|
4,888,526
|
|
|
|
|
5,567,467
|
|
|
|
There were no stock options granted in 2021, 2020 or 2019. We have not granted any stock option awards since 2016. The total intrinsic value of stock options exercised was $22.1 million for the year ended November 30, 2021, $48.2 million for the year ended November 30, 2020 and $37.1 million for the year ended November 30, 2019. The aggregate intrinsic value of stock options outstanding was $40.9 million, $48.9 million and $89.9 million at November 30, 2021, 2020 and 2019, respectively. The intrinsic value of stock options exercisable was $40.9 million at November 30, 2021, $48.9 million at November 30, 2020, and $89.9 million at November 30, 2019. 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.
Stock options outstanding and stock options exercisable at November 30, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
Range of Exercise Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
$6.32 to $14.62
|
|
201,517
|
|
|
$
|
14.62
|
|
|
2.9
|
|
201,517
|
|
|
$
|
14.62
|
|
|
|
$14.63 to $14.92
|
|
663,000
|
|
|
14.92
|
|
|
3.9
|
|
663,000
|
|
|
14.92
|
|
|
|
$14.93 to $16.21
|
|
611,876
|
|
|
16.21
|
|
|
4.8
|
|
611,876
|
|
|
16.21
|
|
|
|
$16.22 to $29.51
|
|
198,000
|
|
|
16.63
|
|
|
1.9
|
|
198,000
|
|
|
16.63
|
|
|
|
$6.32 to $29.51
|
|
1,674,393
|
|
|
$
|
15.56
|
|
|
3.9
|
|
1,674,393
|
|
|
$
|
15.56
|
|
|
3.9
|
At November 30, 2021, there was no unrecognized stock-based compensation expense related to stock option awards as all of 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.
Restricted stock transactions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
|
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
|
423,215
|
|
|
$
|
19.56
|
|
|
500,066
|
|
|
$
|
20.66
|
|
|
555,457
|
|
|
$
|
23.19
|
|
Granted
|
286,709
|
|
|
40.55
|
|
|
265,187
|
|
|
35.57
|
|
|
282,523
|
|
|
31.67
|
|
Vested
|
(265,131)
|
|
|
42.04
|
|
|
(304,095)
|
|
|
34.25
|
|
|
(319,687)
|
|
|
34.66
|
|
Cancelled
|
(13,602)
|
|
|
34.43
|
|
|
(37,943)
|
|
|
28.18
|
|
|
(18,227)
|
|
|
22.81
|
|
Outstanding at end of year
|
431,191
|
|
|
$
|
19.22
|
|
|
423,215
|
|
|
$
|
19.56
|
|
|
500,066
|
|
|
$
|
20.66
|
|
As of November 30, 2021, we had $15.0 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 7, 2021, 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, 2021 and ending on November 30, 2024, 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 $39.31. On October 8, 2020, we granted PSUs to certain employees with similar terms as the 2021 PSU grants, except that the applicable performance period commenced on December 1, 2020 and ends on November 30, 2023. The grant date fair value of each such PSU was $40.06. On October 3, 2019, we granted PSUs to certain employees with similar terms as the 2021 PSU grants, except that the applicable performance period commenced on December 1, 2019 and ends on November 30, 2022. The grant date fair value of each such PSU was $33.10.
PSU transactions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
|
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
|
1,346,870
|
|
|
$
|
23.25
|
|
|
1,262,664
|
|
|
$
|
22.13
|
|
|
1,090,967
|
|
|
$
|
18.70
|
|
Granted
|
465,064
|
|
|
39.67
|
|
|
397,452
|
|
|
40.05
|
|
|
468,957
|
|
|
30.45
|
|
Vested
|
(419,070)
|
|
|
40.70
|
|
|
(313,246)
|
|
|
40.04
|
|
|
(297,260)
|
|
|
22.67
|
|
Cancelled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding at end of year
|
1,392,864
|
|
|
$
|
23.48
|
|
|
1,346,870
|
|
|
$
|
23.25
|
|
|
1,262,664
|
|
|
$
|
22.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 2021 included an aggregate of 119,733 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, 2017 through November 30, 2020. The shares of our common stock that were granted under the terms of PSUs that vested in 2020 included an aggregate of 108,511 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, 2016 through November 30, 2019. The shares of our common stock that were granted under the terms of PSUs that vested in 2019 included an aggregate of 119,260 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, 2015 through November 30, 2018. 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, 2021, we had $41.0 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 Director Plan SARs and deferred common stock awards to our non-employee directors pursuant to the terms of the Director Plan and elections made by each director. All of these awards were fully vested as of November 30, 2016. Director Plan SARs, which have not been granted since April 2014 as they ceased being a component of non-employee director compensation after that date, are stock settled, have terms of up to 15 years and may be exercised when a respective director leaves the board or earlier if applicable stock ownership requirements have been met. Deferred common stock awards will be paid out at the earlier of a change in control or the date a respective director leaves the board. All Director Plan SARs were granted at an exercise price equal to the closing price of our common stock on the date of grant. At November 30, 2021, 2020 and 2019, the aggregate outstanding Director Plan SARs were 70,849, 155,569 and 224,674, respectively, and the aggregate outstanding deferred common stock awards granted under the Director Plan were 469,171, 548,952 and 519,160, 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. We have a grantor stock ownership trust (“Trust”), administered by a third-party trustee, that holds and distributes 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. The existence of the Trust does not impact the amount of benefits or compensation that is paid under these plans.
For financial reporting purposes, the Trust is consolidated with us, and therefore any dividend transactions between us and the Trust are eliminated. Acquired shares held by the Trust remain valued at the market price on the date of purchase and are 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 are released from the Trust is included in paid-in capital. Common stock held in the Trust is not considered outstanding in the computations of earnings per share. The Trust held 6,705,247 and 7,124,317 shares of common stock at November 30, 2021 and 2020, respectively. The trustee votes shares held by the Trust in accordance with voting directions from eligible employees, as specified in a trust agreement with the trustee.
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.
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 $40.5 million at November 30, 2021 and $43.5 million at November 30, 2020. We recognized an investment loss on the cash surrender value of the Retirement Plan life insurance contracts of $1.1 million in 2021, and investment gains of $.7 million in 2020 and $2.1 million in 2019. In 2021, 2020 and 2019, we paid $1.9 million, $1.9 million and $1.8 million, respectively, in benefits under the Retirement Plan to eligible former employees. The cash surrender value of the DBO Plan life insurance contracts was $18.5 million at November 30, 2021 and $18.8 million at November 30, 2020. We recognized an investment loss on the cash surrender value of the DBO Plan life insurance contracts of $.3 million in 2021, and investment gains of $.3 million in 2020 and $.9 million in 2019. In 2019, we paid $1.7 million in benefits under the DBO Plan. We did not pay out any benefits under the DBO Plan in 2021 or 2020.
The net periodic benefit cost of our Retirement Plan and DBO Plan is included in selling, general and administrative expenses in our consolidated statements of operations and consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
|
2021
|
|
2020
|
|
2019
|
Interest cost
|
|
$
|
1,593
|
|
|
$
|
1,950
|
|
|
$
|
2,478
|
|
Amortization of prior service cost
|
|
85
|
|
|
425
|
|
|
1,556
|
|
Service cost
|
|
1,152
|
|
|
1,077
|
|
|
958
|
|
Amortization of net actuarial loss
|
|
1,443
|
|
|
912
|
|
|
218
|
|
Settlement loss
|
|
—
|
|
|
—
|
|
|
356
|
|
Total
|
|
$
|
4,273
|
|
|
$
|
4,364
|
|
|
$
|
5,566
|
|
The liabilities related to these plans were $76.3 million at November 30, 2021 and $77.7 million at November 30, 2020, and are included in accrued expenses and other liabilities in the consolidated balance sheets. For the years ended November 30, 2021 and 2020, the discount rates we used for the plans were 2.3% and 1.8%, respectively.
Benefit payments under our Retirement Plan and DBO Plan are expected to be paid during each year ending November 30 as follows: 2022 — $2.6 million; 2023 — $2.9 million; 2024 — $3.2 million; 2025 — $3.6 million; 2026 — $4.4 million; and for the five years ended November 30, 2031 — $23.0 million in the aggregate.
Note 23. Supplemental Disclosure to Consolidated Statements of Cash Flows
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Summary of cash and cash equivalents at the end of the year:
|
|
|
|
|
|
Homebuilding
|
$
|
290,764
|
|
|
$
|
681,190
|
|
|
$
|
453,814
|
|
Financial services
|
1,372
|
|
|
1,339
|
|
|
1,044
|
|
Total
|
$
|
292,136
|
|
|
$
|
682,529
|
|
|
$
|
454,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
|
2021
|
|
2020
|
|
2019
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
Interest paid, net of amounts capitalized
|
$
|
7,087
|
|
|
$
|
866
|
|
|
$
|
(1,327)
|
|
Income taxes paid
|
68,274
|
|
|
17,253
|
|
|
4,479
|
|
Income taxes refunded
|
39,450
|
|
|
44,336
|
|
|
221
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
Increase in inventories due to distributions of land and land development from an unconsolidated joint venture
|
9,766
|
|
|
9,350
|
|
|
9,662
|
|
Increase (decrease) in consolidated inventories not owned
|
7,071
|
|
|
7,254
|
|
|
(9,634)
|
|
Inventories acquired through seller financing
|
2,910
|
|
|
21,712
|
|
|
8,967
|
|
Reclassification of federal tax refund from deferred tax assets to receivables
|
—
|
|
|
82,617
|
|
|
—
|
|
Increase in operating lease right-of-use assets and lease liabilities due to adoption of ASC 842
|
—
|
|
|
31,199
|
|
|
—
|
|
Decrease in inventories due to adoption of ASC 606
|
—
|
|
|
—
|
|
|
(35,288)
|
|
Increase in property and equipment, net due to adoption of ASC 606
|
—
|
|
|
—
|
|
|
31,194
|
|