NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
A
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and include the accounts of D.R. Horton, Inc. and all of its 100% owned, majority-owned and controlled subsidiaries (which are referred to as the Company, unless the context otherwise requires). All significant intercompany accounts, transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Reclassifications
In addition to its core homebuilding and financial services operations, the Company owns subsidiaries that engage in other business activities. These other business activities include insurance-related operations, the construction and operation of rental real estate properties, investments in non-residential real estate including ranch land and improvements and the operation of oil and gas related assets. During the fourth quarter of fiscal 2016, the Company reclassified the assets, liabilities and operating results of these subsidiaries from the homebuilding sections of its balance sheet and statement of operations to the financial services and other sections of its balance sheet and statement of operations. As a result, the balance sheet as of
September 30, 2015
reflects the reclassification of
$19.2 million
of property and equipment,
$1.2 million
of other assets,
$1.1 million
of cash and cash equivalents and
$1.8 million
of accrued expenses and other liabilities from the homebuilding section to the financial services and other section. The statement of operations for fiscal
2015
reflects the reclassification of
$10.6 million
of general and administrative expenses and
$10.6 million
of other income from the homebuilding section to the financial services and other section. The statement of operations for fiscal
2014
reflects the reclassification of
$7.3 million
of general and administrative expenses and
$7.6 million
of other income from the homebuilding section to the financial services and other section. These reclassifications had no effect on the Company’s consolidated financial position or results of operations. As other prior period financial information is presented, the Company will similarly make these reclassifications within the consolidated financial statements in its future filings.
Revenue Recognition
Homebuilding revenue and related profit are generally recognized at the time of the closing of a sale, when title to and possession of the property are transferred to the buyer. In situations where the buyer’s financing is originated by DHI Mortgage, the Company’s 100% owned mortgage subsidiary, and the buyer has not made an adequate initial or continuing investment, the profit is deferred until the sale of the related mortgage loan to a third-party purchaser has been completed. At
September 30, 2016
and
2015
, the deferred profit on these home sales was
$3.6 million
and
$2.0 million
, respectively. Any profit on land sales is deferred until the full accrual method criteria are met. When appropriate, revenue and profit on long-term construction projects are recognized under the percentage-of-completion method.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Financial services revenues associated with the Company’s title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur simultaneously as each home is closed. The Company transfers substantially all underwriting risk associated with title insurance policies to third-party insurers. The Company typically elects the fair value option for its mortgage loan originations. Mortgage loans held for sale are initially recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loans are sold. Net origination costs and fees associated with mortgage loans are recognized at the time of origination. The expected net future cash flows related to the associated servicing of a loan are included in the measurement of all written loan commitments that are accounted for at fair value through earnings at the time of commitment. The Company generally sells the mortgages it originates and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents. Proceeds from home closings held for the Company’s benefit at title companies are included in homebuilding cash and cash equivalents in the consolidated balance sheets.
Cash balances of the Company’s captive insurance subsidiary, which are expected to be used to fund the subsidiary’s operations and pay future anticipated legal claims, were
$40.5 million
at both
September 30, 2016
and
2015
, and are included in homebuilding cash and cash equivalents in the consolidated balance sheets.
Restricted Cash
The Company has cash that is restricted as to its use. Restricted cash related to homebuilding operations includes cash used as collateral for outstanding letters of credit issued under the Company’s secured letter of credit agreement and customer deposits that are temporarily restricted in accordance with regulatory requirements.
Inventories and Cost of Sales
Inventory includes the costs of direct land acquisition, land development and home construction, capitalized interest, real estate taxes and direct overhead costs incurred during development and home construction. Costs incurred after development projects or homes are substantially complete, such as utilities, maintenance, and cleaning, are charged to selling, general and administrative (SG&A) expense as incurred. All indirect overhead costs, such as compensation of sales personnel, division and region management, and the costs of advertising and builder’s risk insurance are charged to SG&A expense as incurred.
Land and development costs are typically allocated to individual residential lots on a pro-rata basis, and the costs of residential lots are transferred to construction in progress when home construction begins. Home construction costs are specifically identified and recorded to individual homes. Cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs (both incurred and estimated to be incurred) allocated to each residential lot based upon the total number of homes expected to be closed in each community. Any changes to the estimated total development costs subsequent to the initial home closings in a community are generally allocated on a pro-rata basis to the remaining homes in the community associated with the relevant development activity.
When a home is closed, the Company generally has not paid all incurred costs necessary to complete the home. A liability and a corresponding charge to cost of sales are recorded for the amount estimated to ultimately be paid related to completed homes that have been closed. Home construction budgets are compared to actual recorded costs to determine the additional costs remaining to be paid on each closed home.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company rarely purchases land for resale. However, when the Company owns land or communities under development that do not fit into its development and construction plans, and the Company determines that it will sell the asset, the project is accounted for as land held for sale if certain criteria are met. The Company records land held for sale at the lesser of its carrying value or fair value less estimated costs to sell.
Each quarter, the Company reviews its communities and land inventory for indicators of potential impairment. If indicators of impairment are present for a community, the Company performs an impairment evaluation of the community, which includes an analysis to determine if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If so, impairment charges are recorded to cost of sales if the fair value of such assets is less than their carrying amounts. Impairment charges are also recorded on finished homes in substantially completed communities when events or circumstances indicate that the carrying values are greater than the fair values less estimated costs to sell these homes. The key assumptions relating to inventory valuations are impacted by local market and economic conditions and are inherently uncertain. Due to uncertainties in the estimation process, actual results could differ from such estimates. See Note
C
.
Capitalized Interest
The Company capitalizes interest costs incurred to inventory during active development and construction (active inventory). Capitalized interest is charged to cost of sales as the related inventory is delivered to the buyer. During periods in which the Company’s active inventory is lower than its debt level, a portion of the interest incurred is reflected as interest expense in the period incurred. During fiscal
2016
and
2015
, the Company’s active inventory exceeded its debt level, and all interest incurred was capitalized to inventory. See Note
E
.
Land Option Deposits and Pre-Acquisition Costs
The Company enters into land and lot option purchase contracts to acquire land or lots for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land or lots at a future point in time with predetermined terms. Under the terms of many of the option purchase contracts, the option deposits are not refundable in the event the Company elects to terminate the contract. Option deposits and capitalized pre-acquisition costs are expensed to cost of sales when the Company believes it is probable that it will not acquire the property under option and will not be able to recover these costs through other means. See Notes
C
and
K
.
Variable Interests
Option purchase contracts can result in the creation of a variable interest in the entity holding the land parcel under option. There were no variable interest entities reported in the consolidated balance sheets at
September 30, 2016
and
2015
because the Company determined it did not control the activities that most significantly impact the variable interest entity’s economic performance, and it did not have an obligation to absorb losses of or the right to receive benefits from the entity. The maximum exposure to losses related to the Company’s variable interest entities is limited to the amounts of the Company’s related option deposits. At
September 30, 2016
and
2015
, the option deposits related to these contracts totaled
$149.5 million
and
$74.4 million
, respectively, and are included in homebuilding other assets in the consolidated balance sheets.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation generally is recorded using the straight-line method over the estimated useful life of the asset. The depreciable life of model home furniture is
2 years
, depreciable lives of office furniture and equipment typically range from
2
to
5 years
, and depreciable lives of buildings and improvements typically range from
5
to
20 years
.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company’s property and equipment balances and the related accumulated depreciation at
September 30, 2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Buildings and improvements
|
$
|
166.7
|
|
|
$
|
115.7
|
|
Model home furniture
|
101.0
|
|
|
97.2
|
|
Office furniture and equipment
|
85.4
|
|
|
74.2
|
|
Land
|
37.8
|
|
|
26.7
|
|
Total property and equipment
|
390.9
|
|
|
313.8
|
|
Accumulated depreciation
|
(195.5
|
)
|
|
(166.9
|
)
|
Property and equipment, net (1)
|
$
|
195.4
|
|
|
$
|
146.9
|
|
_____________
|
|
(1)
|
Includes
$55.9 million
and
$22.1 million
at
September 30, 2016
and
2015
, respectively, of property and equipment related to the Company’s financial services and other operations.
|
Depreciation expense was
$50.8 million
,
$50.3 million
and
$36.6 million
in fiscal
2016
,
2015
and
2014
, respectively.
Business Acquisitions
The Company accounts for acquisitions of businesses by allocating the purchase price of the business to the various assets acquired and liabilities assumed at their respective fair values. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. These estimates and assumptions are based on historical experience and information obtained from the management of the acquired companies. While the Company believes the estimates and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
In
April 2015
, the Company acquired the homebuilding operations of Pacific Ridge Homes for
$70.9 million
in cash. Pacific Ridge Homes operates in Seattle, Washington. The assets acquired included approximately
90
homes in inventory,
350
lots and control of approximately
400
additional lots through option contracts. The Company also acquired a sales order backlog of
42
homes. Goodwill of
$2.2 million
was recorded as a result of this acquisition.
In
September 2016
, the Company acquired the homebuilding operations of Wilson Parker Homes for
$91.9 million
in cash, inclusive of a holdback payment and an estimated post-closing adjustment. Wilson Parker Homes operates in Atlanta and Augusta, Georgia; Raleigh, North Carolina; Columbia, South Carolina and Phoenix, Arizona. The assets acquired included approximately
380
homes in inventory,
490
lots and control of approximately
1,850
additional lots through option contracts. The Company also acquired a sales order backlog of
308
homes.
No
goodwill was recorded as a result of this acquisition.
All of the assets acquired in these transactions were recorded at their estimated fair values by the Company. These acquisitions were not material to the Company’s results of operations or its financial condition.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Goodwill
The Company records goodwill associated with its acquisitions of businesses when the purchase price of the business exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill balances are evaluated for potential impairment on at least an annual basis by comparing the carrying value of each of the operating segments with goodwill to their estimated fair values. The estimated fair value is determined by discounting the future cash flows of the operating segment to their present value. If the carrying value of the operating segment exceeds its fair value, the Company determines if an impairment exists based on the implied fair value of the operating segment’s goodwill. As a result of the goodwill evaluations performed in fiscal
2016
and
2015
, impairment charges of
$7.2 million
and
$9.8 million
were recorded to reduce the goodwill in the Huntsville operating segment in the Southeast reporting region. This operating segment has experienced lower levels of profitability than anticipated primarily due to difficult market conditions. At
September 30, 2016
, there was no goodwill remaining in the Huntsville operating segment. The Company’s goodwill balances by reporting segment were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
East
|
$
|
21.8
|
|
|
$
|
21.8
|
|
Midwest
|
—
|
|
|
—
|
|
Southeast
|
40.1
|
|
|
47.3
|
|
South Central
|
15.9
|
|
|
15.9
|
|
Southwest
|
—
|
|
|
—
|
|
West
|
2.2
|
|
|
2.2
|
|
Total goodwill
|
$
|
80.0
|
|
|
$
|
87.2
|
|
Warranty Claims
The Company typically provides its homebuyers with a ten-year limited warranty for major defects in structural elements such as framing components and foundation systems, a two-year limited warranty on major mechanical systems and a one-year limited warranty on other construction components. Since the Company subcontracts its construction work to subcontractors who typically provide it with an indemnity and a certificate of insurance prior to receiving payments for their work, claims relating to workmanship and materials are generally the primary responsibility of the subcontractors. Warranty liabilities have been established by charging cost of sales for each home delivered. The amounts charged are based on management’s estimate of expected warranty-related costs under all unexpired warranty obligation periods. The Company’s warranty liability is based upon historical warranty cost experience in each market in which it operates and is adjusted to reflect qualitative risks associated with the types of homes built and the geographic areas in which they are built. See Note
K
.
Legal Claims and Insurance
The Company records expenses and liabilities for legal claims related to construction defect matters, personal injury claims, employment matters, land development issues and contract disputes. The amounts recorded for these contingencies are based on the estimated costs of pending claims and the estimated costs of anticipated future claims related to previously closed homes. The Company estimates and records receivables under its applicable insurance policies for these legal claims when recovery is probable. Additionally, the Company may have the ability to recover a portion of its losses from its subcontractors and their insurance carriers when the Company has been named as an additional insured on their insurance policies. See Note
K
.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense was approximately
$41.2 million
,
$42.4 million
and
$44.0 million
in fiscal
2016
,
2015
and
2014
, respectively.
Income Taxes
The Company’s income tax expense is calculated using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement amounts of assets and liabilities and their respective tax bases and attributable to net operating losses and tax credit carryforwards. When assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in future periods and in the jurisdictions in which those temporary differences become deductible. The Company records a valuation allowance when it determines it is more likely than not that a portion of the deferred tax assets will not be realized. The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company’s deferred tax assets.
Interest and penalties related to unrecognized tax benefits are recognized in the financial statements as a component of income tax expense. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in increases or decreases in the Company’s income tax expense in the period in which the change is made. See Note
G
.
Earnings Per Share
Basic earnings per share is based on the weighted average number of shares of common stock outstanding during each year. Diluted earnings per share is based on the weighted average number of shares of common stock and dilutive securities outstanding during each year. See Note
H
.
Stock-Based Compensation
The Company’s stockholders formally authorize shares of its common stock to be available for future grants of stock-based compensation awards. From time to time, the Compensation Committee of the Company’s Board of Directors authorizes the grant of stock-based compensation to its employees and directors from these available shares. At
September 30, 2016
, the outstanding stock-based compensation awards include stock options and restricted stock units. Grants of restricted stock units may vest immediately or over a certain number of years as determined by the Compensation Committee of the Board of Directors. Restricted stock units outstanding at
September 30, 2016
have a remaining vesting period of
1
to
5 years
. Stock options are granted at exercise prices which equal the market value of the Company’s common stock at the date of the grant. The stock options outstanding at
September 30, 2016
vest over periods of
2
to
9.75 years
from the initial grant date and expire
10 years
after the dates on which they were granted.
The compensation expense for stock-based awards is based on the fair value of the award and is recognized on a straight-line basis over the remaining vesting period. The fair values of restricted stock units are based on the Company’s stock price at the date of grant. The fair values of stock options granted are calculated on the date of grant using a Black-Scholes option pricing model. Determining the fair value of stock options requires judgment in developing assumptions and involves a number of estimates. These estimates include, but are not limited to, the expected stock price volatility over the term of the awards, the expected dividend yield and expected stock option exercise behavior. In addition, judgment is used in estimating the number of stock options that are expected to be forfeited. The benefits of tax deductions in excess of recognized compensation expense are reported in the consolidated statements of cash flows as a financing cash flow. See Note
J
.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Fair Value Measurements
The Financial Accounting Standards Board’s (FASB) authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. When available, the Company uses quoted market prices in active markets to determine fair value. The Company considers the principal market and nonperformance risk associated with the Company’s counterparties when determining the fair value measurements, if applicable. Fair value measurements are used for the Company’s mortgage loans held for sale, debt securities collateralized by residential real estate, interest rate lock commitments and other derivative instruments on a recurring basis and are used for inventories, certain other mortgage loans, rental properties and real estate owned on a nonrecurring basis, when events and circumstances indicate that the carrying value may not be recoverable. See Note
M
.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which is a comprehensive new revenue recognition model that will replace most existing revenue recognition guidance. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The guidance is effective for the Company beginning October 1, 2018 and allows for full retrospective or modified retrospective methods of adoption. The Company is continuing to evaluate the effect of adopting ASU 2014-09 and the manner in which it will adopt the new standard.
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern,” which provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is intended to reduce the diversity in the timing and content of footnote disclosures. The guidance is effective for the Company in its fiscal year ending September 30, 2017 and is not expected to have any impact on its consolidated financial position, results of operations or cash flows.
In February 2015, the FASB issued ASU 2015-02, “Consolidation,” which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The guidance is effective for the Company beginning October 1, 2016 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.
In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory, excluding inventory measured using the last-in, first-out or retail inventory methods. The guidance specifies that inventory currently measured at the lower of cost or market, where market could be determined with different methods, should now be measured at the lower of cost or net realizable value. The guidance is effective for the Company beginning October 1, 2017 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.
In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments,” which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance is effective for the Company beginning October 1, 2016 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.
In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires that lease assets and liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The guidance is effective for the Company beginning October 1, 2019, although early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial position, results of operations and cash flows.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation,” which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for the Company beginning October 1, 2017 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments,” which amends and clarifies the current guidance to reduce diversity in practice of the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for the Company beginning October 1, 2018 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.
NOTE
B
– SEGMENT INFORMATION
The Company’s operating segments are its
39
homebuilding divisions, its financial services operations and its other business activities. The homebuilding operating segments are aggregated into
six
reporting segments and the financial services segment is its own reporting segment. The Company’s reportable homebuilding segments are: East, Midwest, Southeast, South Central, Southwest and West. These reporting segments have homebuilding operations located in the following states:
|
|
|
|
|
|
East:
|
|
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
|
|
Midwest:
|
|
Colorado, Illinois and Minnesota
|
|
Southeast:
|
|
Alabama, Florida, Georgia, Mississippi and Tennessee
|
|
South Central:
|
|
Louisiana, Oklahoma and Texas
|
|
Southwest:
|
|
Arizona and New Mexico
|
|
West:
|
|
California, Hawaii, Nevada, Oregon, Utah and Washington
|
Homebuilding is the Company’s core business, generating
98%
of consolidated revenues in fiscal
2016
,
2015
and
2014
. The Company’s homebuilding segments are primarily engaged in the acquisition and development of land and the construction and sale of residential homes in
26
states and
78
markets in the United States. The homebuilding segments generate most of their revenues from the sale of completed homes, and to a lesser extent, from the sale of land and lots.
The Company’s financial services segment provides mortgage financing and title agency services to homebuyers in many of the Company’s homebuilding markets. The segment generates the substantial majority of its revenues from originating and selling mortgages and collecting fees for title insurance agency and closing services. The Company sells substantially all of the mortgages it originates and the related servicing rights to third-party purchasers.
In addition to the Company’s core homebuilding and financial services operations, the Company has subsidiaries that engage in other business activities. These subsidiaries conduct insurance-related operations, construct and own income-producing rental properties, own non-residential real estate including ranch land and improvements and own and operate oil and gas related assets.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The accounting policies of the reporting segments are described throughout Note
A
. Financial information relating to the Company’s reporting segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
(In millions)
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
Homebuilding revenues:
|
|
|
|
|
|
|
|
|
East
|
$
|
1,446.5
|
|
|
$
|
1,333.6
|
|
|
$
|
954.7
|
|
Midwest
|
651.7
|
|
|
666.1
|
|
|
483.5
|
|
Southeast
|
3,463.5
|
|
|
2,890.6
|
|
|
2,167.0
|
|
South Central
|
2,995.1
|
|
|
2,725.2
|
|
|
1,971.2
|
|
Southwest
|
388.1
|
|
|
336.1
|
|
|
285.2
|
|
West
|
2,916.9
|
|
|
2,607.4
|
|
|
1,996.9
|
|
Homebuilding revenues
|
11,861.8
|
|
|
10,559.0
|
|
|
7,858.5
|
|
Financial services revenues
|
295.6
|
|
|
265.0
|
|
|
166.4
|
|
Total revenues
|
$
|
12,157.4
|
|
|
$
|
10,824.0
|
|
|
$
|
8,024.9
|
|
Inventory Impairments
|
|
|
|
|
|
|
|
|
East
|
$
|
12.3
|
|
|
$
|
14.3
|
|
|
$
|
17.7
|
|
Midwest
|
—
|
|
|
—
|
|
|
49.3
|
|
Southeast
|
0.7
|
|
|
8.8
|
|
|
3.1
|
|
South Central
|
1.0
|
|
|
1.4
|
|
|
—
|
|
Southwest
|
6.0
|
|
|
—
|
|
|
—
|
|
West
|
0.3
|
|
|
20.4
|
|
|
5.1
|
|
Total inventory impairments
|
$
|
20.3
|
|
|
$
|
44.9
|
|
|
$
|
75.2
|
|
Income Before Income Taxes (1) (2)
|
|
|
|
|
|
|
|
|
Homebuilding pre-tax income (loss):
|
|
|
|
|
|
|
|
|
East
|
$
|
138.7
|
|
|
$
|
94.2
|
|
|
$
|
45.2
|
|
Midwest
|
44.3
|
|
|
49.8
|
|
|
(9.6
|
)
|
Southeast
|
388.4
|
|
|
278.7
|
|
|
217.9
|
|
South Central
|
374.8
|
|
|
296.6
|
|
|
207.9
|
|
Southwest
|
7.3
|
|
|
13.1
|
|
|
25.5
|
|
West
|
310.9
|
|
|
285.9
|
|
|
281.6
|
|
Homebuilding pre-tax income
|
1,264.4
|
|
|
1,018.3
|
|
|
768.5
|
|
Financial services pre-tax income
|
98.1
|
|
|
105.1
|
|
|
45.4
|
|
Homebuilding and financial services pre-tax income
|
1,362.5
|
|
|
1,123.4
|
|
|
813.9
|
|
Other pre-tax income (loss)
|
(9.0
|
)
|
|
—
|
|
|
0.3
|
|
Income before income taxes
|
$
|
1,353.5
|
|
|
$
|
1,123.4
|
|
|
$
|
814.2
|
|
_____________
|
|
(1)
|
Expenses maintained at the corporate level consist primarily of interest and property taxes, which are capitalized and amortized to cost of sales or expensed directly, and the expenses related to operating the Company’s corporate office. The amortization of capitalized interest and property taxes is allocated to each segment based on the segment’s cost of sales, while expenses associated with the corporate office are allocated to each segment based on the segment’s inventory balances.
|
|
|
(2)
|
The operating results of certain subsidiaries that were previously included with the Company’s homebuilding operations and are immaterial for separate reporting, are now grouped together and presented as other. The prior year amounts have been reclassified to conform to the current year presentation.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Homebuilding Inventories (1):
|
|
|
|
|
|
East
|
$
|
891.1
|
|
|
$
|
817.3
|
|
Midwest
|
441.2
|
|
|
474.5
|
|
Southeast
|
2,070.3
|
|
|
1,876.7
|
|
South Central
|
2,075.6
|
|
|
1,909.0
|
|
Southwest
|
371.1
|
|
|
312.4
|
|
West
|
2,247.6
|
|
|
2,165.3
|
|
Corporate and unallocated (2)
|
244.0
|
|
|
251.8
|
|
Total homebuilding inventories
|
$
|
8,340.9
|
|
|
$
|
7,807.0
|
|
_____________
|
|
(1)
|
Homebuilding inventories are the only assets included in the measure of homebuilding segment assets used by the Company’s chief operating decision makers.
|
|
|
(2)
|
Corporate and unallocated consists primarily of capitalized interest and property taxes.
|
NOTE
C
– INVENTORY
At the end of each quarter during fiscal
2016
, the Company reviewed the performance and outlook for all of its land inventories and communities for indicators of potential impairment and performed detailed impairment evaluations and analyses when necessary. As of
September 30, 2016
, the Company performed detailed impairment evaluations of communities and land inventories with a combined carrying value of
$160.9 million
and recorded impairment charges of
$11.4 million
during the
fourth
quarter to reduce the carrying value of impaired communities and land to their estimated fair value. Total impairment charges during fiscal
2016
,
2015
and
2014
were
$20.3 million
,
$44.9 million
and
$75.2 million
, respectively. Impairments in fiscal
2016
and
2015
primarily related to strategic decisions to sell inactive parcels of land, most of which were in the East and Southwest regions during fiscal
2016
and in the East, Southeast and West regions during fiscal
2015
. Impairments in fiscal
2014
primarily related to underperforming projects in the Chicago market of the Midwest region and in the suburban Washington, D.C. market of the East region.
During fiscal
2016
, the Company wrote off
$11.1 million
of earnest money deposits and pre-acquisition costs related to land option contracts that the Company expects to terminate. Earnest money and pre-acquisition cost write-offs for fiscal
2015
and
2014
were
$15.4 million
and
$10.0 million
, respectively.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
D
– NOTES PAYABLE
The Company’s notes payable at their principal amounts, net of any unamortized discounts and debt issuance costs, consist of the following:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
Unsecured:
|
|
|
|
|
|
Revolving credit facility, maturing 2020
|
$
|
—
|
|
|
$
|
—
|
|
5.625% senior notes due 2016
|
—
|
|
|
170.1
|
|
6.5% senior notes due 2016
|
—
|
|
|
372.5
|
|
4.75% senior notes due 2017
|
349.5
|
|
|
348.7
|
|
3.625% senior notes due 2018
|
398.9
|
|
|
398.2
|
|
3.75% senior notes due 2019
|
498.0
|
|
|
497.3
|
|
4.0% senior notes due 2020
|
497.1
|
|
|
496.4
|
|
4.375% senior notes due 2022
|
347.7
|
|
|
347.4
|
|
4.75% senior notes due 2023
|
298.2
|
|
|
297.9
|
|
5.75% senior notes due 2023
|
397.3
|
|
|
397.0
|
|
Other secured notes
|
11.6
|
|
|
8.1
|
|
|
$
|
2,798.3
|
|
|
$
|
3,333.6
|
|
Financial Services:
|
|
|
|
|
|
Mortgage repurchase facility, maturing 2017
|
$
|
473.0
|
|
|
$
|
477.9
|
|
Debt issuance costs that were deducted from the carrying amounts of the senior notes totaled
$13.3 million
and
$17.3 million
at
September 30, 2016
and
2015
, respectively. These costs are capitalized into inventory as they are amortized.
As of
September 30, 2016
, maturities of consolidated notes payable, assuming the mortgage repurchase facility is not extended or renewed, are
$831.6 million
in fiscal
2017
,
$402.1 million
in fiscal
2018
,
$500.8 million
in fiscal
2019
,
$500.0 million
in fiscal
2020
,
none
in fiscal
2021
and
$1.1 billion
thereafter.
Homebuilding:
The Company has a
$975 million
senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to
$1.25 billion
, subject to certain conditions and availability of additional bank commitments. The facility also provides for the issuance of letters of credit with a sublimit equal to approximately
50%
of the revolving credit commitment. Letters of credit issued under the facility reduce the available borrowing capacity. The interest rate on borrowings under the revolving credit facility may be based on either the Prime Rate or London Interbank Offered Rate (LIBOR) plus an applicable margin, as defined in the credit agreement governing the facility. The maturity date of the facility is
September 7, 2020
. At
September 30, 2016
, there were
no
borrowings outstanding and
$93.5 million
of letters of credit issued under the revolving credit facility.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company’s revolving credit facility imposes restrictions on its operations and activities, including requiring the maintenance of a minimum level of tangible net worth, a maximum allowable ratio of debt to tangible net worth and a borrowing base restriction if the Company’s ratio of debt to tangible net worth exceeds a certain level. These covenants are measured as defined in the credit agreement governing the facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. In addition, the credit agreement governing the facility and the indenture governing the senior notes impose restrictions on the creation of secured debt and liens. At
September 30, 2016
, the Company was in compliance with all of the covenants, limitations and restrictions of its revolving credit facility and public debt obligations.
The Company has an automatically effective universal shelf registration statement filed with the Securities and Exchange Commission (SEC) in August 2015, registering debt and equity securities that the Company may issue from time to time in amounts to be determined.
On January 15, 2016, the Company repaid
$170.2 million
principal amount of its
5.625%
senior notes, which were due on that date. On April 15, 2016, the Company repaid
$372.7 million
principal amount of its
6.5%
senior notes, which were due on that date.
The key terms of the Company’s senior notes outstanding as of
September 30, 2016
are summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable
|
|
Principal Amount
|
|
Date Issued
|
|
Date Due
|
|
Redeemable
Prior to
Maturity (1)
|
|
Effective
Interest Rate (2)
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
4.75% senior notes
|
|
$350.0
|
|
May 2012
|
|
May 15, 2017
|
|
Yes
|
|
5.0%
|
3.625% senior notes
|
|
$400.0
|
|
February 2013
|
|
February 15, 2018
|
|
Yes
|
|
3.8%
|
3.75% senior notes
|
|
$500.0
|
|
February 2014
|
|
March 1, 2019
|
|
Yes
|
|
3.9%
|
4.0% senior notes
|
|
$500.0
|
|
February 2015
|
|
February 15, 2020
|
|
Yes
|
|
4.2%
|
4.375% senior notes
|
|
$350.0
|
|
September 2012
|
|
September 15, 2022
|
|
Yes
|
|
4.5%
|
4.75% senior notes
|
|
$300.0
|
|
February 2013
|
|
February 15, 2023
|
|
Yes
|
|
4.9%
|
5.75% senior notes
|
|
$400.0
|
|
August 2013
|
|
August 15, 2023
|
|
Yes
|
|
5.9%
|
_____________
|
|
(1)
|
The Company may redeem the notes in whole at any time or in part from time to time, at a redemption price equal to the greater of
100%
of their principal amount or the present value of the remaining scheduled payments on the redemption date, plus accrued interest.
|
|
|
(2)
|
Interest is payable semi-annually on each of the series of senior notes. The annual effective interest rate is calculated after giving effect to the amortization of debt issuance costs.
|
All series of senior notes and borrowings under the revolving credit facility are senior obligations and rank
pari passu
in right of payment to all existing and future unsecured indebtedness and senior to all existing and future indebtedness expressly subordinated to them. The senior notes and borrowings under the revolving credit facility are guaranteed by entities that hold greater than
95%
of the Company’s homebuilding assets. Upon the occurrence of both a change of control of the Company and a ratings downgrade event, as defined in the indenture governing its senior notes, the Company would be required in certain circumstances to offer to repurchase these notes at
101%
of their principal amount, along with accrued and unpaid interest. Also, a change of control as defined in the revolving credit facility would constitute an event of default under the revolving credit facility, which could result in the acceleration of any borrowings outstanding under the facility and the termination of the commitments thereunder.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Effective
August 1, 2016
, the Board of Directors authorized the repurchase of up to
$500 million
of the Company’s debt securities effective through
July 31, 2017
. All of the
$500 million
authorization was remaining at
September 30, 2016
.
Financial Services:
The Company’s mortgage subsidiary, DHI Mortgage, has a mortgage repurchase facility that is accounted for as a secured financing. The mortgage repurchase facility provides financing and liquidity to DHI Mortgage by facilitating purchase transactions in which DHI Mortgage transfers eligible loans to the counterparties against the transfer of funds by the counterparties, thereby becoming purchased loans. DHI Mortgage then has the right and obligation to repurchase the purchased loans upon their sale to third-party purchasers in the secondary market or within specified time frames from
45
to
60
days in accordance with the terms of the mortgage repurchase facility. In February 2016, the mortgage repurchase facility was amended, and its maturity date was extended to
February 24, 2017
. Additionally, new commitments were obtained from banks which increased the total capacity of the facility to
$475 million
and to
$550 million
during the last five days of any fiscal quarter and the first twenty-five days of the following fiscal quarter. In September 2016, the facility was amended to increase the capacity to
$700 million
from September 23, 2016 through November 21, 2016. The capacity of the facility can also be increased to
$800 million
subject to the availability of additional commitments.
As of
September 30, 2016
,
$610.6 million
of mortgage loans held for sale with a collateral value of
$589.3 million
were pledged under the mortgage repurchase facility. As a result of advance paydowns totaling
$116.3 million
, DHI Mortgage had an obligation of
$473.0 million
outstanding under the mortgage repurchase facility at
September 30, 2016
at a
2.7%
annual interest rate.
The mortgage repurchase facility is not guaranteed by D.R. Horton, Inc. or any of the subsidiaries that guarantee the Company’s homebuilding debt. The facility contains financial covenants as to the mortgage subsidiary’s minimum required tangible net worth, its maximum allowable ratio of debt to tangible net worth and its minimum required liquidity. These covenants are measured and reported to the lenders monthly. At
September 30, 2016
, DHI Mortgage was in compliance with all of the conditions and covenants of the mortgage repurchase facility.
NOTE
E
– CAPITALIZED INTEREST
The following table summarizes the Company’s interest costs incurred, capitalized and expensed during the years ended
September 30, 2016
,
2015
and
2014
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
(In millions)
|
Capitalized interest, beginning of year
|
$
|
208.0
|
|
|
$
|
198.5
|
|
|
$
|
137.1
|
|
Interest incurred (1)
|
152.3
|
|
|
169.2
|
|
|
185.8
|
|
Interest expensed:
|
|
|
|
|
|
Charged to cost of sales
|
(169.0
|
)
|
|
(159.4
|
)
|
|
(123.1
|
)
|
Written off with inventory impairments
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
Capitalized interest, end of year
|
$
|
191.2
|
|
|
$
|
208.0
|
|
|
$
|
198.5
|
|
_____________
|
|
(1)
|
Interest incurred includes interest incurred on the Company's financial services mortgage repurchase facility of
$8.4 million
,
$7.4 million
and
$4.5 million
in fiscal
2016
,
2015
and
2014
, respectively.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
F
– MORTGAGE LOANS
Mortgage Loans Held for Sale
Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. At
September 30, 2016
, mortgage loans held for sale had an aggregate fair value of
$654.0 million
and an aggregate outstanding principal balance of
$624.9 million
. At
September 30, 2015
, mortgage loans held for sale had an aggregate fair value of
$631.0 million
and an aggregate outstanding principal balance of
$608.9 million
. During the years ended
September 30, 2016
,
2015
and
2014
, mortgage loans originated totaled
$5.9 billion
,
$5.1 billion
and
$3.7 billion
, respectively, and mortgage loans sold totaled
$5.9 billion
,
$5.0 billion
and
$3.6 billion
, respectively. The Company had gains on sales of loans and servicing rights of
$207.5 million
,
$182.8 million
and
$101.8 million
during the years ended
September 30, 2016
,
2015
and
2014
, respectively. Net gains on sales of loans and servicing rights are included in financial services revenues in the consolidated statements of operations. Approximately
92%
of the mortgage loans sold by DHI Mortgage during fiscal
2016
were sold to
four
financial entities, one of which purchased
27%
of the total loans sold.
To manage the interest rate risk inherent in its mortgage operations, the Company hedges its risk using derivative instruments, generally forward sales of mortgage-backed securities (MBS), which are referred to as “hedging instruments” in the following discussion. The Company does not enter into or hold derivatives for trading or speculative purposes.
Newly originated loans that have been closed but not committed to third-party purchasers are hedged to mitigate the risk of changes in their fair value. Hedged loans are committed to third-party purchasers typically within three days after origination. The notional amounts of the hedging instruments used to hedge mortgage loans held for sale vary in relationship to the underlying loan amounts, depending on the movements in the value of each hedging instrument relative to the value of the underlying mortgage loans. The fair value change related to the hedging instruments generally offsets the fair value change in the mortgage loans held for sale. The net fair value change, which for the years ended
September 30, 2016
,
2015
and
2014
was not significant, is recognized in financial services revenues in the consolidated statements of operations. At
September 30, 2016
and
2015
, the Company’s mortgage loans held for sale that were not committed to third-party purchasers totaled
$284.5 million
and
$385.3 million
, respectively, and the notional amounts of the hedging instruments related to those loans totaled
$284.5 million
and
$383.8 million
, respectively.
Other Mortgage Loans and Loss Reserves
Mortgage loans are sold with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market. The majority of other mortgage loans consists of loans repurchased due to these limited recourse obligations. Typically, these loans are impaired and some become real estate owned through the foreclosure process. At
September 30, 2016
and
2015
, the Company’s total other mortgage loans and real estate owned, before loss reserves, were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Other mortgage loans
|
$
|
15.6
|
|
|
$
|
49.0
|
|
Real estate owned
|
0.8
|
|
|
0.6
|
|
|
$
|
16.4
|
|
|
$
|
49.6
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company has recorded reserves for estimated losses on other mortgage loans, real estate owned and future loan repurchase obligations due to the limited recourse provisions, all of which are recorded as reductions of financial services revenue. The loss reserve for loan repurchase and settlement obligations is estimated based on analysis of the volume of mortgages originated, loan repurchase requests received, actual repurchases and losses through the disposition of such loans or requests and discussions with mortgage purchasers. The reserve balances at
September 30, 2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Loss reserves related to:
|
|
|
|
|
|
Other mortgage loans
|
$
|
1.8
|
|
|
$
|
1.5
|
|
Real estate owned
|
0.1
|
|
|
0.1
|
|
Loan repurchase and settlement obligations - known and expected
|
6.8
|
|
|
9.8
|
|
|
$
|
8.7
|
|
|
$
|
11.4
|
|
Other mortgage loans and real estate owned net of the related loss reserves are included in other assets, while loan repurchase obligations are included in accounts payable and other liabilities, both of which are in the financial services and other section of the Company’s consolidated balance sheets.
Loan Commitments and Related Derivatives
The Company is party to interest rate lock commitments (IRLCs), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria. At
September 30, 2016
and
2015
, the notional amount of IRLCs, which are accounted for as derivative instruments recorded at fair value, totaled
$467.6 million
and
$370.9 million
, respectively.
The Company manages interest rate risk related to its IRLCs through the use of best-efforts whole loan delivery commitments and hedging instruments. These instruments are considered derivatives in an economic hedge and are accounted for at fair value with gains and losses recognized in financial services revenues in the consolidated statements of operations. At
September 30, 2016
and
2015
, the notional amount of best-efforts whole loan delivery commitments totaled
$37.2 million
and
$37.7 million
, respectively, and the notional amount of hedging instruments related to IRLCs not yet committed to purchasers totaled
$385.5 million
and
$297.2 million
, respectively.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
G
– INCOME TAXES
Income Tax Expense
The components of the Company’s income tax expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
(In millions)
|
Current tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
$
|
376.0
|
|
|
$
|
356.4
|
|
|
$
|
253.6
|
|
State
|
15.9
|
|
|
13.2
|
|
|
9.1
|
|
|
391.9
|
|
|
369.6
|
|
|
262.7
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
47.6
|
|
|
(3.1
|
)
|
|
2.9
|
|
State
|
27.7
|
|
|
6.2
|
|
|
15.1
|
|
|
75.3
|
|
|
3.1
|
|
|
18.0
|
|
Total income tax expense
|
$
|
467.2
|
|
|
$
|
372.7
|
|
|
$
|
280.7
|
|
The Company’s effective tax rate was
34.5%
,
33.2%
and
34.5%
in fiscal
2016
,
2015
and
2014
, respectively. The effective tax rate for all years includes an expense for state income taxes, reduced by tax benefits for the domestic production activities deduction and federal energy tax credits. The effective tax rate for fiscal
2015
also includes a tax benefit for a reduction in the valuation allowance on deferred tax assets, and the effective tax rate for fiscal
2014
includes a tax benefit for the reduction in unrecognized tax benefits and related interest.
Reconciliation of Expected Income Tax Expense
Differences between income tax expense and tax computed by applying the federal statutory rate of
35%
to income before income taxes during each year is due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
(In millions)
|
Income taxes at federal statutory rate
|
$
|
473.7
|
|
|
$
|
393.2
|
|
|
$
|
285.0
|
|
Increase (decrease) in tax resulting from:
|
|
|
|
|
|
State income taxes, net of federal benefit
|
38.6
|
|
|
37.0
|
|
|
24.9
|
|
Domestic production activities deduction
|
(36.3
|
)
|
|
(35.7
|
)
|
|
(22.4
|
)
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
Valuation allowance
|
0.2
|
|
|
(21.0
|
)
|
|
0.1
|
|
Tax credits
|
(15.9
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
Other
|
6.9
|
|
|
1.4
|
|
|
0.4
|
|
Total income tax expense
|
$
|
467.2
|
|
|
$
|
372.7
|
|
|
$
|
280.7
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred Income Taxes
Deferred tax assets and liabilities reflect the tax consequences of temporary differences between the financial statement amounts of assets and liabilities and their tax bases and of tax loss and credit carryforwards. Components of deferred income taxes are summarized as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Deferred tax assets:
|
|
|
|
|
|
Inventory costs
|
$
|
87.6
|
|
|
$
|
113.7
|
|
Inventory impairments
|
128.3
|
|
|
180.4
|
|
Warranty and construction defect costs
|
138.8
|
|
|
127.1
|
|
Net operating loss carryforwards
|
40.1
|
|
|
58.5
|
|
Tax credit carryforwards
|
2.9
|
|
|
7.6
|
|
Incentive compensation plans
|
82.2
|
|
|
79.3
|
|
Deferral of profit on home sales
|
2.2
|
|
|
2.0
|
|
Other
|
11.1
|
|
|
14.4
|
|
Total deferred tax assets
|
493.2
|
|
|
583.0
|
|
Valuation allowance
|
(10.3
|
)
|
|
(10.1
|
)
|
Total deferred tax assets, net of valuation allowance
|
482.9
|
|
|
572.9
|
|
Deferred tax liabilities
|
6.6
|
|
|
14.8
|
|
Deferred income taxes, net
|
$
|
476.3
|
|
|
$
|
558.1
|
|
Tax benefits of
$40.1 million
exist for state net operating loss (NOL) carryforwards that will expire at various times depending on the tax jurisdiction. Of the total amount,
$0.3 million
of the tax benefits will expire from fiscal years 2017 to 2021,
$12.9 million
will expire from fiscal years 2022 to 2026 and
$26.9 million
will expire from fiscal years 2027 to 2036. Tax benefits for state tax credit carryforwards of
$1.6 million
will expire from fiscal years 2018 to 2019 and
$1.3 million
of tax benefits for state tax credit carryforwards have no expiration date.
The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company’s deferred tax assets.
Valuation Allowance
When assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in future periods. The Company records a valuation allowance when it determines it is more likely than not that a portion of the deferred tax assets will not be realized. The valuation allowance for both years relates to the Company’s state deferred tax assets for NOL carryforwards. The valuation allowance as of
September 30, 2015
also relates to certain state tax credit carryforwards. As of
September 30, 2016
, the Company believes it is more likely than not that a portion of its state NOL carryforwards will not be realized because some state NOL carryforward periods are too brief to realize the related deferred tax assets. The Company will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance with respect to its remaining state NOL carryforwards.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Unrecognized Tax Benefits
Unrecognized tax benefits are the differences between tax positions taken or expected to be taken in a tax return and the benefits recognized for accounting purposes. The Company had
no
unrecognized tax benefits and
no
accrued interest or penalties related to unrecognized tax benefits at
September 30, 2016
,
2015
and
2014
. The Company classifies interest expense and penalties on income taxes as income tax expense. The Company recognized interest benefits of
$2.2 million
during fiscal
2014
in its consolidated statements of operations.
Regulations and Legislation
The Company is subject to federal income tax and to income tax in multiple states. The statute of limitations for the Company’s major tax jurisdictions remains open for examination for fiscal years 2010 through 2016. The Company is currently being audited by various states.
NOTE
H
– EARNINGS PER SHARE
The following table sets forth the numerators and denominators used in the computation of basic and diluted earnings per share. Stock options to purchase
7.3 million
and
8.5 million
shares of common stock were excluded from the computation of diluted earnings per share for fiscal
2015
and
2014
, respectively, because their effect would have been antidilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
(In millions)
|
Numerator:
|
|
|
|
|
|
Net income
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
533.5
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Interest and amortization of issuance costs associated with convertible senior notes, net of tax
|
—
|
|
|
—
|
|
|
16.5
|
|
Numerator for diluted earnings per share after assumed conversions
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
550.0
|
|
Denominator:
|
|
|
|
|
|
Denominator for basic earnings per share — weighted average common shares
|
371.0
|
|
|
366.3
|
|
|
340.5
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Employee stock awards
|
4.1
|
|
|
3.5
|
|
|
3.1
|
|
Convertible senior notes
|
—
|
|
|
—
|
|
|
23.0
|
|
Denominator for diluted earnings per share — adjusted weighted average common shares
|
375.1
|
|
|
369.8
|
|
|
366.6
|
|
|
|
|
|
|
|
Basic net income per common share
|
$
|
2.39
|
|
|
$
|
2.05
|
|
|
$
|
1.57
|
|
Net income per common share assuming dilution
|
$
|
2.36
|
|
|
$
|
2.03
|
|
|
$
|
1.50
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
I
– STOCKHOLDERS’ EQUITY
The Company has an automatically effective universal shelf registration statement, filed with the SEC in August 2015, registering debt and equity securities that it may issue from time to time in amounts to be determined. At
September 30, 2016
, the Company had
380,123,258
shares of common stock issued and
372,923,187
shares outstanding.
No
shares of preferred stock were issued or outstanding.
Effective
August 1, 2016
, the Board of Directors authorized the repurchase of up to
$100 million
of the Company’s common stock effective through
July 31, 2017
. All of the
$100 million
authorization was remaining at
September 30, 2016
, and no common stock has been repurchased subsequent to
September 30, 2016
.
The Board of Directors approved and paid quarterly cash dividends of
$0.08
per common share and
$0.0625
per common share in fiscal
2016
and
2015
, respectively. In
November 2016
, the Board of Directors approved a cash dividend of
$0.10
per common share, payable on
December 12, 2016
, to stockholders of record on
November 28, 2016
.
NOTE
J
– EMPLOYEE BENEFIT PLANS
Deferred Compensation Plans
The Company has a 401(k) plan for all employees who have been with the Company for a period of six months or more. The Company matches portions of employees’ voluntary contributions. Additional employer contributions in the form of profit sharing may also be made at the Company’s discretion. The Company recorded
$13.3 million
,
$10.8 million
and
$8.5 million
of expense for matching contributions in fiscal
2016
,
2015
and
2014
, respectively.
The Company’s Supplemental Executive Retirement Plan (SERP) is a non-qualified deferred compensation program that provides benefits payable to certain management employees upon retirement, death or termination of employment. Under the SERP, the Company accrues an unfunded benefit based on a percentage of the eligible employees’ salaries, as well as an interest factor based upon a predetermined formula. The Company’s liabilities related to the SERP were
$28.3 million
and
$27.9 million
at
September 30, 2016
and
2015
, respectively. The Company recorded
$4.6 million
,
$4.4 million
and
$3.9 million
of expense for this plan in fiscal
2016
,
2015
and
2014
, respectively.
The Company has a deferred compensation plan available to a select group of employees which allows participating employees to contribute compensation into the plan on a before tax basis and defer income taxation on the contributions until the funds are withdrawn from the plan. The participating employees designate investments for their contributions; however, the Company is not required to invest the contributions in the designated investments. The Company’s net liabilities related to the deferred compensation plan were
$46.7 million
and
$41.1 million
at
September 30, 2016
and
2015
, respectively. The Company records as expense the amount that the employee contributions would have earned had the funds been invested in the designated investments. Related to this plan, the Company recorded expense of
$4.0 million
in fiscal
2016
, a reduction in expense of
$1.7 million
in fiscal
2015
and expense of
$1.6 million
in fiscal
2014
.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan provides eligible employees the opportunity to purchase common stock of the Company at a discounted price of
85%
of the fair market value of the stock on the designated dates of purchase. The price to eligible employees may be further discounted depending on the average fair market value of the stock during the period and certain other criteria. Under the terms of the plan, the total fair market value of common stock that an eligible employee may purchase each year is limited to the lesser of
15%
of the employee’s annual compensation or
$25,000
. Under the plan, employees purchased
89,652
shares for
$2.2 million
in fiscal
2016
,
82,446
shares for
$1.7 million
in fiscal
2015
and
77,216
shares for
$1.4 million
in fiscal
2014
. At
September 30, 2016
, the Company had
3.3 million
shares of common stock reserved for issuance pursuant to the Employee Stock Purchase Plan.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Incentive Bonus Plan
The Company’s Incentive Bonus Plan provides for the Compensation Committee to award short-term performance bonuses to senior management based upon the level of achievement of certain criteria. For fiscal
2016
,
2015
and
2014
the Compensation Committee approved awards whereby certain executive officers could earn performance bonuses based upon percentages of the Company’s pre-tax income. Compensation expense related to these plans was
$14.2 million
in fiscal
2016
and
$11.8 million
in both fiscal
2015
and
2014
.
Stock-Based Compensation
The Company’s Stock Incentive Plan, together with its Restricted Stock Unit Agreement, provides for the granting of stock options and restricted stock units to executive officers, other key employees and non-management directors. Restricted stock awards may be based on performance (performance-based) or on service over a requisite time period (time-based).
During fiscal 2015, the Board of Directors and the Company’s stockholders authorized an increase of
25.0 million
shares to the common stock reserved for issuance under the D.R. Horton, Inc. Stock Incentive Plan. At
September 30, 2016
, the Company had
37.1 million
shares of common stock reserved for issuance pursuant to the Stock Incentive Plan.
The discussion that follows provides further information regarding stock-based compensation granted during fiscal
2016
,
2015
and
2014
. At
September 30, 2016
, there were
22.3 million
shares available for future grants under the Stock Incentive Plan.
Stock Options
Stock options are granted at exercise prices which equal the market value of the Company’s common stock at the date of the grant. The options outstanding at
September 30, 2016
vest over periods of
2
to
9.75 years
from the initial grant date and expire
10 years
after the dates on which they were granted.
The following table provides additional information related to stock option activity during fiscal
2016
,
2015
and
2014
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
Outstanding at beginning of year
|
15,337,656
|
|
|
$
|
17.50
|
|
|
19,478,811
|
|
|
$
|
17.37
|
|
|
18,962,536
|
|
|
$
|
15.91
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,856,166
|
|
|
23.85
|
|
Exercised
|
(3,504,989
|
)
|
|
31.21
|
|
|
(3,636,655
|
)
|
|
28.75
|
|
|
(2,687,724
|
)
|
|
16.30
|
|
Cancelled or expired
|
(436,750
|
)
|
|
18.45
|
|
|
(504,500
|
)
|
|
19.89
|
|
|
(652,167
|
)
|
|
17.68
|
|
Outstanding at end of year
|
11,395,917
|
|
|
$
|
16.69
|
|
|
15,337,656
|
|
|
$
|
17.50
|
|
|
19,478,811
|
|
|
$
|
17.37
|
|
Exercisable at end of year
|
6,645,967
|
|
|
$
|
14.99
|
|
|
6,859,889
|
|
|
$
|
16.51
|
|
|
7,207,978
|
|
|
$
|
16.27
|
|
The aggregate intrinsic value of options exercised during fiscal
2016
,
2015
and
2014
was
$39.2 million
,
$44.6 million
and
$18.0 million
, respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the option exercise price.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The aggregate intrinsic value of options outstanding and exercisable at
September 30, 2016
was
$154.0 million
and
$101.1 million
, respectively. Exercise prices for options outstanding at
September 30, 2016
ranged from
$9.03
to
$23.86
. The weighted average remaining contractual lives of options outstanding and exercisable at
September 30, 2016
were
4.8
and
4.6
years, respectively.
The Company did not grant stock options during fiscal 2016 or 2015. The stock options granted in fiscal 2014 were awarded to approximately
520
recipients, vest over periods of
3
to
5
years and expire
10
years after the dates on which they were granted.
The Company measures and recognizes compensation expense for stock options at an amount equal to the fair value of the options. The weighted average fair value of options granted in fiscal 2014 was
$11.21
per share. The fair value of the options was determined on the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions:
|
|
|
|
Year Ended
|
|
September 30, 2014
|
Risk free interest rate
|
2.01%
|
Expected life (in years)
|
6.48
|
Expected volatility
|
48.80%
|
Expected dividend yield
|
0.63%
|
For fiscal
2016
,
2015
and
2014
, compensation expense related to stock options was
$20.5 million
,
$28.9 million
and
$25.5 million
, respectively. At
September 30, 2016
, there was
$23.8 million
of unrecognized compensation expense related to unvested stock option awards. This expense is expected to be recognized over a weighted average period of
2.1
years.
Performance-Based Restricted Stock Units (RSUs)
The Company granted performance-based RSUs to certain executive officers during fiscal
2016
,
2015
and
2014
that vest at the end of a
three
-year performance period. These performance-based awards are accounted for as either liability awards or equity awards depending on the specific terms of each award.
Performance-Based RSU Liability Awards
— During fiscal 2014, a target number of
350,000
performance-based RSU liability awards were granted to the Company’s Chairman and its former Chief Executive Officer. The number of units that vested at
September 30, 2016
, the end of the
three
-year performance period, was based on the recipient’s completed years of service and the Company’s relative position as compared to its peers in achieving certain performance criteria. Based on the achievement of the service and performance criteria,
406,250
performance-based RSUs were earned and vested on
September 30, 2016
. The Compensation Committee also had the discretion to reduce the final payout from the amount earned and could determine if the award was paid in cash, equity or a combination of both. At
September 30, 2016
, the Company’s liability for these awards was
$12.3 million
. In November 2016, the Compensation Committee approved the payout of these performance-based RSUs in the form of
406,250
shares of common stock to satisfy the award.
Performance-Based RSU Equity Awards
— During fiscal 2016 and 2015, performance-based RSU equity awards were granted to the Company’s Chairman, its Chief Executive Officer and its Chief Operating Officer. The number of units that ultimately vest depends on the Company’s relative position as compared to its peers at the end of the
three
-year period in achieving certain performance criteria and can range from
0%
to
200%
of the number of units granted. The performance criteria are total shareholder return, return on investment, SG&A expense containment and gross profit. The performance-based RSUs have no dividend or voting rights during the performance period. Each of these performance-based RSUs represents the contingent right to receive one share of the Company’s common stock if the vesting conditions are satisfied. Compensation expense related to these grants is based on the Company’s performance against the peer group, the elapsed portion of the performance period and the grant date fair value of the award.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table provides additional information related to the performance-based RSUs outstanding at
September 30, 2016
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
Vesting Date
|
|
Target Number of Performance Units
|
|
Grant Date Fair Value per Unit
|
|
Compensation Expense
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
(In millions)
|
November 2013
|
|
September 2016
|
|
350,000
|
|
$
|
19.64
|
|
|
$
|
4.4
|
|
|
$
|
5.2
|
|
|
$
|
2.6
|
|
November 2014
|
|
September 2017
|
|
290,000
|
|
23.62
|
|
|
4.1
|
|
|
3.4
|
|
|
—
|
|
November 2015
|
|
September 2018
|
|
330,000
|
|
30.81
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
$
|
12.5
|
|
|
$
|
8.6
|
|
|
$
|
2.6
|
|
Time-Based Restricted Stock Unit (RSU) Equity Awards
Time-based RSUs represent the contingent right to receive one share of the Company’s common stock if the vesting conditions are satisfied. The time-based RSUs have no dividend or voting rights during the vesting period.
During fiscal 2016 and 2015, time-based RSUs were granted to the Company’s executive officers, other key employees and non-management directors (collectively, approximately
570
and
580
recipients, respectively). These awards vest annually in equal installments over periods of
three
to
five
years. RSUs generally result in less dilution to shareholders than stock options, which have been granted to key employees in the past. RSUs also provide an immediate, tangible value to the recipient and better diversification than stock options alone, which promotes the retention of key employees over the multi-year vesting period.
The following table provides additional information related to time-based RSU activity during fiscal
2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
Number of Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
Outstanding at beginning of year
|
1,978,262
|
|
|
$
|
25.60
|
|
|
26,668
|
|
|
$
|
21.49
|
|
Granted
|
2,117,330
|
|
|
23.14
|
|
|
2,036,900
|
|
|
26.02
|
|
Vested
|
(423,427
|
)
|
|
25.57
|
|
|
(12,221
|
)
|
|
21.48
|
|
Cancelled
|
(193,932
|
)
|
|
25.05
|
|
|
(73,085
|
)
|
|
26.06
|
|
Outstanding at end of year
|
3,478,233
|
|
|
$
|
24.12
|
|
|
1,978,262
|
|
|
$
|
25.60
|
|
For fiscal
2016
and
2015
, the Company’s compensation expense related to time-based RSUs was
$18.7 million
and
$9.4 million
, respectively, and at
September 30, 2016
, there was
$56.0 million
of unrecognized compensation expense related to unvested time-based RSU awards. This expense is expected to be recognized over a weighted average period of
3.8
years.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
K
– COMMITMENTS AND CONTINGENCIES
Warranty Claims
The Company provides its homebuyers with warranties for defects in structural components, mechanical systems and other construction components of the home. Warranty liabilities are established by charging cost of sales for each home delivered based on management’s estimate of expected warranty-related costs and by accruing for existing warranty claims. The Company’s warranty liability is based upon historical warranty cost experience in each market in which it operates and is adjusted to reflect qualitative risks associated with the types of homes built and the geographic areas in which they are built. The estimation of these costs is subject to a high degree of variability due to uncertainties related to these factors. Due to the high degree of judgment required in establishing the liability for warranty claims, actual future costs could differ significantly from current estimated amounts, and it is not possible for the Company to make a reasonable estimate of the possible loss or range of loss in excess of its warranty liability.
Changes in the Company’s warranty liability during fiscal
2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Warranty liability, beginning of year
|
$
|
82.0
|
|
|
$
|
65.7
|
|
Warranties issued
|
54.2
|
|
|
47.2
|
|
Changes in liability for pre-existing warranties
|
13.9
|
|
|
5.6
|
|
Settlements made
|
(45.7
|
)
|
|
(36.5
|
)
|
Warranty liability, end of year
|
$
|
104.4
|
|
|
$
|
82.0
|
|
Legal Claims and Insurance
The Company is named as a defendant in various claims, complaints and other legal actions in the ordinary course of business. At any point in time, the Company is managing several hundred individual claims related to construction defect matters, personal injury claims, employment matters, land development issues and contract disputes. The Company has established reserves for these contingencies based on the estimated costs of pending claims and the estimated costs of anticipated future claims related to previously closed homes. The estimated liabilities for these contingencies were
$423.5 million
and
$451.0 million
at
September 30, 2016
and
2015
, respectively, and are included in homebuilding accrued expenses and other liabilities in the consolidated balance sheets. Approximately
93%
and
99%
of these reserves related to construction defect matters at
September 30, 2016
and
2015
, respectively. Expenses related to the Company’s legal contingencies were
$49.6 million
,
$43.4 million
and
$18.9 million
in fiscal
2016
,
2015
and
2014
, respectively.
The Company’s reserves for construction defect claims include the estimated costs of both known claims and anticipated future claims. As of
September 30, 2016
, no individual existing claim was material to the Company’s financial statements. The Company has closed a significant number of homes during recent years and may be subject to future construction defect claims on these homes. Although regulations vary from state to state, construction defect issues can generally be reported for up to ten years after the home has closed in many states in which the Company operates. Historical data and trends regarding the frequency of claims incurred and the costs to resolve claims relative to the types of products and markets where the Company operates are used to estimate the construction defect liabilities for both existing and anticipated future claims. These estimates are subject to ongoing revision as the circumstances of individual pending claims and historical data and trends change. Adjustments to estimated reserves are recorded in the accounting period in which the change in estimate occurs.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Historical trends in construction defect claims have been inconsistent, and the Company believes they may continue to fluctuate. Housing market conditions have been volatile across most of the Company’s markets over the past ten years, and the Company believes such conditions can affect the frequency and cost of construction defect claims. The Company closed a significant number of homes over the past ten years. If the ultimate resolution of construction defect claims resulting from the Company’s home closings in prior years varies from current expectations, it could significantly change the Company’s estimates regarding the frequency and timing of claims incurred and the costs to resolve existing and anticipated future claims, which would impact the construction defect reserves in the future. If the frequency of claims incurred or costs of existing and future legal claims significantly exceed the Company’s current estimates, they will have a significant negative impact on its future earnings and liquidity.
The Company’s reserves for legal claims
decreased
from
$451.0 million
at
September 30, 2015
to
$423.5 million
at
September 30, 2016
due to payments made for legal claims during the period, net of reimbursements received from subcontractors, partially offset by an increase in the number of closed homes that are subject to possible future construction defect claims. Changes in the Company’s legal claims reserves during fiscal
2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
|
(In millions)
|
Reserves for legal claims, beginning of year
|
$
|
451.0
|
|
|
$
|
456.9
|
|
Increase in reserves
|
25.4
|
|
|
44.0
|
|
Payments
|
(52.9
|
)
|
|
(49.9
|
)
|
Reserves for legal claims, end of year
|
$
|
423.5
|
|
|
$
|
451.0
|
|
In the majority of states in which it operates, the Company has, and requires the majority of the subcontractors it uses to have, general liability insurance which includes construction defect coverage. The Company’s general liability insurance policies protect it against a portion of its risk of loss from construction defect and other claims and lawsuits, subject to self-insured retentions and other coverage limits. For policy years ended June 30, 2005 through
2016
, the Company is self-insured for the first
$10.0 million
to
$17.5 million
of aggregate completed operations indemnity claims incurred, depending on the policy year. After the aggregate self-insurance limits have been satisfied, the Company’s excess loss insurance coverage begins. However, the Company must still pay
$0.25 million
of any indemnity claim and a portion of the legal fees incurred for each claim occurrence. For policy years
2015
,
2016
and
2017
, the Company is self-insured for the first
$15.0 million
of aggregate completed operations indemnity claims incurred.
In some states where the Company believes it is too difficult or expensive for its subcontractors to obtain general liability insurance, the Company has waived its normal subcontractor general liability insurance requirements to obtain lower costs from subcontractors. In these states, the Company purchases insurance policies from either third-party carriers or its 100% owned captive insurance subsidiary and names certain subcontractors as additional insureds. The policies issued by the captive insurance subsidiary represent self-insurance of these risks by the Company. The Company is self-insured under its captive policies for up to
$25.0 million
in aggregate completed operations indemnity claims per policy year and for the first
$0.25 million
for each claim occurrence. For all policy years after April 2007, the captive insurance subsidiary has
$15.0 million
of excess loss insurance coverage with a third-party insurer. For policy years
2015
,
2016
and
2017
, after consideration of the aforementioned
$15.0 million
of risk transfer, the Company is self-insured under these captive policies for up to
$10.0 million
in aggregate completed operations indemnity claims, plus defense costs, per policy year and for up to
$0.25 million
for each claim occurrence.
The Company is self-insured for the deductible amounts under its workers’ compensation insurance policies. The deductibles vary by policy year, but in no years exceed
$0.5 million
per occurrence. The deductible for the
2015
,
2016
and
2017
policy years is
$0.5 million
per occurrence.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company estimates and records receivables under its applicable insurance policies related to its estimated contingencies for known claims and anticipated future construction defect claims on previously closed homes and other legal claims and lawsuits incurred in the ordinary course of business when recovery is probable. Additionally, the Company may have the ability to recover a portion of its losses from its subcontractors and their insurance carriers when the Company has been named as an additional insured on their insurance policies. The Company’s receivables related to its estimates of insurance recoveries from estimated losses for pending legal claims and anticipated future claims related to previously closed homes totaled
$88.7 million
and
$126.5 million
at
September 30, 2016
and
2015
, respectively, and are included in homebuilding other assets in the consolidated balance sheets.
The estimation of losses related to these reserves and the related estimates of recoveries from insurance policies are subject to a high degree of variability due to uncertainties such as trends in construction defect claims relative to the Company’s markets and the types of products built, claim frequency, claim settlement costs and patterns, insurance industry practices and legal interpretations, among others. Due to the high degree of judgment required in establishing reserves for these contingencies, actual future costs and recoveries from insurance could differ significantly from current estimated amounts, and it is not possible for the Company to make a reasonable estimate of the possible loss or range of loss in excess of its reserves.
Land and Lot Option Purchase Contracts
The Company enters into land and lot option purchase contracts to acquire land or lots for the construction of homes. At
September 30, 2016
, the Company had total deposits of
$167.0 million
, consisting of cash deposits of
$156.1 million
and promissory notes and letters of credit of
$10.9 million
, to purchase land and lots with a total remaining purchase price of approximately
$3.6 billion
. The majority of land and lots under contract are currently expected to be purchased within three years. A limited number of the land and lot option purchase contracts at
September 30, 2016
, representing
$38.1 million
of remaining purchase price, were subject to specific performance provisions which may require the Company to purchase the land or lots upon the land sellers meeting their contractual obligations.
Other Commitments
At
September 30, 2016
, the Company had outstanding surety bonds of
$1.1 billion
and letters of credit of
$96.4 million
to secure performance under various contracts. Of the total letters of credit,
$93.5 million
were issued under the Company’s revolving credit facility and were cash collateralized to receive better pricing. This unrestricted cash can be withdrawn by the Company at its discretion. The remaining
$2.9 million
of letters of credit were issued under a secured letter of credit agreement requiring the Company to deposit cash as collateral with the issuing bank, and the cash restricted for this purpose is included in homebuilding restricted cash in the consolidated balance sheets.
The Company leases office space and equipment under non-cancelable operating leases. At
September 30, 2016
, the future minimum annual lease payments under these agreements are as follows (in millions):
|
|
|
|
|
2017
|
$
|
13.0
|
|
2018
|
10.0
|
|
2019
|
5.2
|
|
2020
|
3.3
|
|
2021
|
2.4
|
|
Thereafter
|
0.8
|
|
|
$
|
34.7
|
|
Rent expense was
$24.7 million
,
$22.4 million
and
$19.3 million
for fiscal
2016
,
2015
and
2014
, respectively.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
L
– OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
The Company’s homebuilding other assets at
September 30, 2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015 (1)
|
|
(In millions)
|
Insurance receivables
|
$
|
88.7
|
|
|
$
|
126.5
|
|
Earnest money and refundable deposits
|
219.7
|
|
|
136.2
|
|
Accounts and notes receivable
|
35.9
|
|
|
49.2
|
|
Prepaid assets
|
29.5
|
|
|
40.9
|
|
Rental properties
|
56.9
|
|
|
47.1
|
|
Debt securities collateralized by residential real estate
|
—
|
|
|
33.9
|
|
Other assets
|
25.5
|
|
|
21.2
|
|
|
$
|
456.2
|
|
|
$
|
455.0
|
|
The Company’s homebuilding accrued expenses and other liabilities at
September 30, 2016
and
2015
were as follows:
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015 (1)
|
|
(In millions)
|
Reserves for legal claims
|
$
|
423.5
|
|
|
$
|
451.0
|
|
Employee compensation and related liabilities
|
183.3
|
|
|
171.8
|
|
Warranty liability
|
104.4
|
|
|
82.0
|
|
Accrued interest
|
17.9
|
|
|
30.7
|
|
Federal and state income tax liabilities
|
28.1
|
|
|
36.1
|
|
Inventory related accruals
|
31.9
|
|
|
30.0
|
|
Homebuyer deposits
|
54.2
|
|
|
58.9
|
|
Accrued property taxes
|
35.2
|
|
|
32.0
|
|
Other liabilities
|
38.6
|
|
|
34.9
|
|
|
$
|
917.1
|
|
|
$
|
927.4
|
|
_____________
|
|
(1)
|
As described in Note A, the assets and liabilities of certain subsidiaries were reclassified from the Company’s homebuilding section of its balance sheet to the financial services and other section of its balance sheet during fiscal 2016. The prior year amounts have been reclassified to conform to the current year presentation.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
M
– FAIR VALUE MEASUREMENTS
Fair value measurements are used for the Company’s mortgage loans held for sale, debt securities collateralized by residential real estate, IRLCs and other derivative instruments on a recurring basis and are used for inventories, other mortgage loans, rental properties and real estate owned on a nonrecurring basis, when events and circumstances indicate that the carrying value may not be recoverable. The fair value hierarchy and its application to the Company’s assets and liabilities is as follows:
|
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. The Company does not currently have any assets or liabilities measured at fair value using Level 1 inputs.
|
|
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market. The Company’s assets and liabilities measured at fair value using Level 2 inputs on a recurring basis are as follows:
|
|
|
•
|
Mortgage loans held for sale
- The fair value of these loans is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Closed mortgage loans are typically sold shortly after origination, which limits exposure to nonperformance by loan buyer counterparties to a short time period. In addition, the Company actively monitors the financial strength of its counterparties.
|
|
|
•
|
IRLCs
- The fair value of IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. These valuations do not contain adjustments for expirations as any expired commitments are excluded from the fair value measurement. The Company generally only issues IRLCs for products that meet specific purchaser guidelines. Should any purchaser become insolvent, the Company would not be required to close the transaction based on the terms of the commitment. Since not all IRLCs will become closed loans, the Company adjusts its fair value measurements for the estimated amount of IRLCs that will not close.
|
|
|
•
|
Loan sale commitments and hedging instruments
- The fair values of best-efforts and mandatory loan sale commitments and derivative instruments such as forward sales of MBS that are utilized as hedging instruments are calculated by reference to quoted prices for similar assets. The Company mitigates exposure to nonperformance risk associated with derivative instruments by limiting the number of counterparties and actively monitoring their financial strength and creditworthiness while requiring them to be well-known institutions with credit ratings equal to or better than AA- or equivalent. Further, the Company’s derivative contracts typically have short-term durations with maturities from one to four months. Accordingly, the Company’s risk of nonperformance relative to its derivative positions is not significant.
|
The Company’s assets measured at fair value using Level 2 inputs on a nonrecurring basis are a limited number of mortgage loans held for sale with some degree of impairment affecting their marketability and are reported at the lower of carrying value or fair value. When available, fair value is determined by reference to quoted prices in the secondary markets for such assets.
After consideration of nonperformance risk, no additional adjustments were made to the fair value measurements of mortgage loans held for sale, IRLCs or hedging instruments.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
|
|
•
|
Level 3 – Valuation is typically derived from model-based techniques in which at least one significant input is unobservable and based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.
|
The Company’s assets measured at fair value using Level 3 inputs on a recurring basis are its debt securities collateralized by residential real estate and a limited number of mortgage loans held for sale with some degree of impairment affecting their marketability.
The Company’s assets measured at fair value using Level 3 inputs that are typically reported at the lower of carrying value or fair value on a nonrecurring basis are as follows:
|
|
•
|
Inventory held and used
- In determining the fair values of its inventory held and used in its impairment evaluations, the Company performs an analysis of the undiscounted cash flows estimated to be generated by those assets. The most significant factors used to estimate undiscounted future cash flows include pricing and incentive levels actually realized by the community, the rate at which the homes are sold and the costs incurred to develop the lots and construct the homes. Inventory held and used measured at fair value represents those communities for which the estimated undiscounted cash flows are less than their carrying amounts and therefore, the Company has recorded impairments during the current period to record the inventory at fair value calculated based on its discounted estimated future cash flows.
|
|
|
•
|
Inventory available for sale
- The factors considered in determining fair values of the Company’s land held for sale primarily include actual sale contracts and recent offers received from outside third parties, and may also include prices for land in recent comparable sales transactions and other market analysis. If the estimated fair value less the costs to sell an asset is less than the asset’s current carrying value, the asset is written down to its estimated fair value less costs to sell.
|
|
|
•
|
Certain mortgage loans held for sale
- A limited number of mortgage loans held for sale have some degree of impairment affecting their marketability. For some of these loans, quoted prices in the secondary market are not available and therefore, a cash flow valuation model is used to determine fair value.
|
|
|
•
|
Certain other mortgage loans, rental properties and real estate owned
- Other mortgage loans include performing and nonperforming mortgage loans, which often become real estate owned through the foreclosure process. The fair values of other mortgage loans, rental properties and real estate owned are determined based on the Company’s assessment of the value of the underlying collateral or the value of the property, as applicable. The Company uses different methods to assess the value of the properties, which may include broker price opinions, appraisals or cash flow valuation models.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis at
September 30, 2016
and
2015
, and the changes in the fair value of the Level 3 assets during fiscal
2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at September 30, 2016
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
(In millions)
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale (b)
|
Mortgage loans held for sale
|
|
$
|
—
|
|
|
$
|
640.9
|
|
|
$
|
6.8
|
|
|
$
|
647.7
|
|
Derivatives not designated as hedging instruments (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
Forward sales of MBS
|
Other liabilities
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
Best-efforts and mandatory commitments
|
Other liabilities
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at September 30, 2015
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities collateralized by residential real estate (a)
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
33.9
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale (b)
|
Mortgage loans held for sale
|
|
—
|
|
|
617.1
|
|
|
13.9
|
|
|
631.0
|
|
Derivatives not designated as hedging instruments (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
Forward sales of MBS
|
Other liabilities
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
Best-efforts and mandatory commitments
|
Other liabilities
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2016
|
|
Balance at
September 30, 2015
|
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2016
|
|
(In millions)
|
Debt securities collateralized by residential real estate (a)
|
$
|
33.9
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
(35.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage loans held for sale (b)
|
13.9
|
|
|
2.4
|
|
|
—
|
|
|
(27.1
|
)
|
|
—
|
|
|
17.6
|
|
|
6.8
|
|
|
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2015
|
|
Balance at
September 30, 2014
|
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2015
|
|
(In millions)
|
Debt securities collateralized by residential real estate (a)
|
$
|
20.8
|
|
|
$
|
(1.4
|
)
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
33.9
|
|
Mortgage loans held for sale (b)
|
12.0
|
|
|
0.5
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
4.7
|
|
|
13.9
|
|
_____________
|
|
(a)
|
In October 2012, the Company purchased defaulted debt securities, which were secured by residential real estate, for
$18.6 million
in cash. In fiscal 2015, the Company purchased the residential real estate parcel and all additional defaulted debt securities associated with the parcel for
$19.9 million
in cash, of which
$5.1 million
was allocated to the land and
$14.8 million
was allocated to the debt securities. The Company sold all of the debt securities to a third party for
$35.8 million
in January 2016. The resulting gain of
$4.5 million
on the sale is included in homebuilding other income in the consolidated statement of operations for fiscal
2016
.
|
|
|
(b)
|
Mortgage loans held for sale are reflected at fair value. Interest income earned on mortgage loans held for sale is based on contractual interest rates and included in financial services interest and other income. Mortgage loans held for sale at
September 30, 2016
and
2015
include
$6.8 million
and
$13.9 million
, respectively, of loans for which the Company elected the fair value option upon origination and which the Company did not sell into the secondary market. Mortgage loans held for sale totaling
$17.6 million
and
$4.7 million
were transferred to Level 3 during fiscal
2016
and
2015
, respectively, due to significant unobservable inputs used in determining the fair value of the loans. The fair value of these mortgage loans held for sale is generally calculated considering the secondary market and adjusted for the value of the underlying collateral, including interest rate risk, liquidity risk and prepayment risk. The Company plans to sell these loans as market conditions permit.
|
|
|
(c)
|
Fair value measurements of these derivatives represent changes in fair value, as calculated by reference to quoted prices for similar assets, and are reflected in the balance sheet. Changes in these fair values during the periods presented are included in financial services revenues in the consolidated statements of operations.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the Company’s assets measured at fair value on a nonrecurring basis at
September 30, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at September 30, 2016
|
|
Fair Value at September 30, 2015
|
|
Balance Sheet Location
|
|
Level 2
|
|
Level 3
|
|
Level 3
|
|
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
Inventory held and used (a) (b)
|
Inventories
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
10.1
|
|
Inventory available for sale (a) (c)
|
Inventories
|
|
—
|
|
|
0.8
|
|
|
2.8
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale (a) (d)
|
Mortgage loans held for sale
|
|
1.6
|
|
|
2.4
|
|
|
—
|
|
Other mortgage loans (a) (e)
|
Other assets
|
|
—
|
|
|
3.8
|
|
|
15.2
|
|
Real estate owned (a) (e)
|
Other assets
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
_____________
|
|
(a)
|
The fair values included in the table above represent only those assets whose carrying values were adjusted to fair value in the respective period and were held at the end of the period.
|
|
|
(b)
|
In performing its impairment analysis of communities, discount rates ranging from
10%
to
14%
were used in the periods presented.
|
|
|
(c)
|
The fair value of inventory available for sale was determined based on recent offers received from outside third parties, comparable sales or actual contracts.
|
|
|
(d)
|
These mortgage loans have some degree of impairment affecting their marketability. When available, quoted prices in the secondary market are used to determine fair value (Level 2); otherwise, a cash flow valuation model is used to determine fair value (Level 3).
|
|
|
(e)
|
The fair values of other mortgage loans and real estate owned are determined based on the value of the underlying collateral.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
For the financial assets and liabilities that the Company does not reflect at fair value, the following tables present both their respective carrying value and fair value at
September 30, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
|
|
Fair Value at September 30, 2016
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (a)
|
$
|
1,271.8
|
|
|
$
|
1,271.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,271.8
|
|
Restricted cash (a)
|
9.5
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
Senior notes (b)
|
2,786.7
|
|
|
—
|
|
|
2,947.4
|
|
|
—
|
|
|
2,947.4
|
|
Other secured notes (a)
|
11.6
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
11.6
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (a)
|
31.4
|
|
|
31.4
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
Mortgage repurchase facility (a)
|
473.0
|
|
|
—
|
|
|
—
|
|
|
473.0
|
|
|
473.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
|
|
Fair Value at September 30, 2015
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (a) (c)
|
$
|
1,354.8
|
|
|
$
|
1,354.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,354.8
|
|
Restricted cash (a)
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
Senior notes (b)
|
3,325.5
|
|
|
—
|
|
|
3,405.9
|
|
|
—
|
|
|
3,405.9
|
|
Other secured notes (a)
|
8.1
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
8.1
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (a) (c)
|
29.0
|
|
|
29.0
|
|
|
—
|
|
|
—
|
|
|
29.0
|
|
Mortgage repurchase facility (a)
|
477.9
|
|
|
—
|
|
|
—
|
|
|
477.9
|
|
|
477.9
|
|
_____________
|
|
(a)
|
The fair value approximates carrying value due to its short-term nature, short maturity or floating interest rate terms, as applicable.
|
|
|
(b)
|
The fair value is determined based on quoted market prices of recent transactions of the notes, which is classified as Level 2 within the fair value hierarchy.
|
|
|
(c)
|
As described in Note A, the assets and liabilities of certain subsidiaries were reclassified from the Company’s homebuilding section of its balance sheet to the financial services and other section of its balance sheet during fiscal 2016. The prior year amounts have been reclassified to conform to the current year presentation.
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
N
– RELATED PARTY TRANSACTIONS
In
September 2015
, the Company sold
177,000
acres of ranch land in New Mexico and all related assets, including the livestock grazing rights under long-term leases on approximately
114,000
acres of land, to Donald R. Horton, its Chairman, for
$56.0 million
in cash. The Company recognized a gain of
$2.3 million
related to the sale. The transaction was approved by the Board of Directors, with Mr. Horton abstaining.
NOTE
O
– QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Consolidated quarterly results of operations for fiscal
2016
and
2015
were (in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2016
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
Revenues
|
$
|
2,416.4
|
|
|
$
|
2,767.9
|
|
|
$
|
3,231.9
|
|
|
$
|
3,741.3
|
|
Inventory and land option charges
|
2.0
|
|
|
6.0
|
|
|
8.1
|
|
|
15.4
|
|
Gross profit
|
468.9
|
|
|
531.7
|
|
|
625.8
|
|
|
732.6
|
|
Income before income taxes
|
241.3
|
|
|
300.5
|
|
|
378.6
|
|
|
433.0
|
|
Income tax expense
|
83.6
|
|
|
105.4
|
|
|
128.8
|
|
|
149.4
|
|
Net income
|
157.7
|
|
|
195.1
|
|
|
249.8
|
|
|
283.6
|
|
Basic net income per common share
|
0.43
|
|
|
0.53
|
|
|
0.67
|
|
|
0.76
|
|
Net income per common share assuming dilution
|
0.42
|
|
|
0.52
|
|
|
0.66
|
|
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2015
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
Revenues
|
$
|
2,302.6
|
|
|
$
|
2,398.0
|
|
|
$
|
2,950.8
|
|
|
$
|
3,172.5
|
|
Inventory and land option charges
|
6.0
|
|
|
12.5
|
|
|
15.4
|
|
|
26.3
|
|
Gross profit
|
438.6
|
|
|
446.5
|
|
|
556.0
|
|
|
582.3
|
|
Income before income taxes
|
220.7
|
|
|
230.1
|
|
|
333.8
|
|
|
338.8
|
|
Income tax expense
|
78.2
|
|
|
82.2
|
|
|
112.4
|
|
|
99.9
|
|
Net income
|
142.5
|
|
|
147.9
|
|
|
221.4
|
|
|
238.9
|
|
Basic net income per common share
|
0.39
|
|
|
0.40
|
|
|
0.60
|
|
|
0.65
|
|
Net income per common share assuming dilution
|
0.39
|
|
|
0.40
|
|
|
0.60
|
|
|
0.64
|
|
The Company experiences variability in its results of operations from quarter to quarter due to the seasonal nature of its homebuilding business. The Company generally closes more homes and has greater revenues and income before income taxes in the third and fourth quarters (June and September) than in the first and second quarters (December and March) of its fiscal year.
In the fourth quarters of fiscal
2016
and
2015
, income before income taxes was reduced by goodwill impairment charges of
$7.2 million
and
$9.8 million
, respectively. Also in the fourth quarter of fiscal 2015, income tax expense was reduced by
$17.5 million
due to a reduction of the Company’s deferred tax asset valuation allowance.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION
All of the Company’s senior notes and the unsecured revolving credit facility are fully and unconditionally guaranteed, on a joint and several basis, by D. R. Horton, Inc. and other subsidiaries (Guarantor Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by the Company. The Company’s subsidiaries engaged in the financial services segment and certain other subsidiaries do not guarantee the Company’s senior notes and the unsecured revolving credit facility (collectively, Non-Guarantor Subsidiaries). In lieu of providing separate financial statements for the Guarantor Subsidiaries, consolidating condensed financial statements are presented below. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that they are not material to investors.
The guarantees by a Guarantor Subsidiary will be automatically and unconditionally released and discharged upon: (1) the sale or other disposition of its common stock whereby it is no longer a subsidiary of the Company; (2) the sale or other disposition of all or substantially all of its assets (other than to the Company or another Guarantor); (3) its merger or consolidation with an entity other than the Company or another Guarantor; or (4) depending on the provisions of the applicable indenture, either (a) its proper designation as an unrestricted subsidiary, (b) its ceasing to guarantee any of the Company’s publicly traded debt securities, or (c) its ceasing to guarantee any of the Company’s obligations under the revolving credit facility.
As described in Note A, the assets, liabilities and operating results of certain subsidiaries previously included in the Company’s homebuilding operations have been reclassified to its financial services and other operations. The accompanying condensed consolidating balance sheet as of
September 30, 2015
and the condensed consolidating statements of operations for fiscal
2015
and
2014
reflect these reclassifications. The impact to the following condensed consolidating financial statements is limited to reclassifications within the Non-Guarantor Subsidiaries column. Additionally, certain other reclassifications were made to prior year amounts to conform to the current year presentation.
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Balance Sheet
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
1,076.4
|
|
|
$
|
154.0
|
|
|
$
|
72.8
|
|
|
$
|
—
|
|
|
$
|
1,303.2
|
|
Restricted cash
|
7.4
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
Investments in subsidiaries
|
4,118.6
|
|
|
—
|
|
|
—
|
|
|
(4,118.6
|
)
|
|
—
|
|
Inventories
|
2,822.1
|
|
|
5,425.7
|
|
|
93.1
|
|
|
—
|
|
|
8,340.9
|
|
Deferred income taxes
|
159.3
|
|
|
314.1
|
|
|
2.9
|
|
|
—
|
|
|
476.3
|
|
Property and equipment, net
|
72.0
|
|
|
49.9
|
|
|
78.7
|
|
|
(5.2
|
)
|
|
195.4
|
|
Other assets
|
168.7
|
|
|
274.2
|
|
|
56.7
|
|
|
—
|
|
|
499.6
|
|
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
654.0
|
|
|
—
|
|
|
654.0
|
|
Goodwill
|
—
|
|
|
80.0
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
Intercompany receivables
|
1,604.5
|
|
|
—
|
|
|
—
|
|
|
(1,604.5
|
)
|
|
—
|
|
Total Assets
|
$
|
10,029.0
|
|
|
$
|
6,300.0
|
|
|
$
|
958.2
|
|
|
$
|
(5,728.3
|
)
|
|
$
|
11,558.9
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
$
|
444.1
|
|
|
$
|
933.1
|
|
|
$
|
119.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
1,494.6
|
|
Intercompany payables
|
—
|
|
|
1,417.1
|
|
|
187.4
|
|
|
(1,604.5
|
)
|
|
—
|
|
Notes payable
|
2,789.0
|
|
|
9.3
|
|
|
473.0
|
|
|
—
|
|
|
3,271.3
|
|
Total Liabilities
|
3,233.1
|
|
|
2,359.5
|
|
|
779.6
|
|
|
(1,606.3
|
)
|
|
4,765.9
|
|
Stockholders’ equity
|
6,795.9
|
|
|
3,940.5
|
|
|
178.1
|
|
|
(4,122.0
|
)
|
|
6,792.5
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Total Equity
|
6,795.9
|
|
|
3,940.5
|
|
|
178.6
|
|
|
(4,122.0
|
)
|
|
6,793.0
|
|
Total Liabilities & Equity
|
$
|
10,029.0
|
|
|
$
|
6,300.0
|
|
|
$
|
958.2
|
|
|
$
|
(5,728.3
|
)
|
|
$
|
11,558.9
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Balance Sheet
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
1,217.7
|
|
|
$
|
94.6
|
|
|
$
|
71.5
|
|
|
$
|
—
|
|
|
$
|
1,383.8
|
|
Restricted cash
|
7.4
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
Investments in subsidiaries
|
3,479.7
|
|
|
—
|
|
|
—
|
|
|
(3,479.7
|
)
|
|
—
|
|
Inventories
|
2,597.3
|
|
|
5,184.3
|
|
|
25.4
|
|
|
—
|
|
|
7,807.0
|
|
Deferred income taxes
|
179.9
|
|
|
373.0
|
|
|
5.2
|
|
|
—
|
|
|
558.1
|
|
Property and equipment, net
|
54.6
|
|
|
52.7
|
|
|
39.6
|
|
|
—
|
|
|
146.9
|
|
Other assets
|
199.5
|
|
|
240.4
|
|
|
87.4
|
|
|
—
|
|
|
527.3
|
|
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
631.0
|
|
|
—
|
|
|
631.0
|
|
Goodwill
|
—
|
|
|
87.2
|
|
|
—
|
|
|
—
|
|
|
87.2
|
|
Intercompany receivables
|
1,932.2
|
|
|
—
|
|
|
—
|
|
|
(1,932.2
|
)
|
|
—
|
|
Total Assets
|
$
|
9,668.3
|
|
|
$
|
6,034.5
|
|
|
$
|
860.1
|
|
|
$
|
(5,411.9
|
)
|
|
$
|
11,151.0
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
$
|
447.2
|
|
|
$
|
872.8
|
|
|
$
|
124.1
|
|
|
$
|
—
|
|
|
$
|
1,444.1
|
|
Intercompany payables
|
—
|
|
|
1,856.7
|
|
|
75.5
|
|
|
(1,932.2
|
)
|
|
—
|
|
Notes payable
|
3,326.8
|
|
|
6.8
|
|
|
477.9
|
|
|
—
|
|
|
3,811.5
|
|
Total Liabilities
|
3,774.0
|
|
|
2,736.3
|
|
|
677.5
|
|
|
(1,932.2
|
)
|
|
5,255.6
|
|
Stockholders’ equity
|
5,894.3
|
|
|
3,298.2
|
|
|
181.5
|
|
|
(3,479.7
|
)
|
|
5,894.3
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
Total Equity
|
5,894.3
|
|
|
3,298.2
|
|
|
182.6
|
|
|
(3,479.7
|
)
|
|
5,895.4
|
|
Total Liabilities & Equity
|
$
|
9,668.3
|
|
|
$
|
6,034.5
|
|
|
$
|
860.1
|
|
|
$
|
(5,411.9
|
)
|
|
$
|
11,151.0
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Operations
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,947.5
|
|
|
$
|
7,930.3
|
|
|
$
|
—
|
|
|
$
|
(16.0
|
)
|
|
$
|
11,861.8
|
|
Cost of sales
|
3,163.6
|
|
|
6,357.5
|
|
|
(7.7
|
)
|
|
(10.8
|
)
|
|
9,502.6
|
|
Gross profit
|
783.9
|
|
|
1,572.8
|
|
|
7.7
|
|
|
(5.2
|
)
|
|
2,359.2
|
|
Selling, general and administrative expense
|
503.8
|
|
|
592.7
|
|
|
3.8
|
|
|
—
|
|
|
1,100.3
|
|
Goodwill impairment
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
Equity in (income) of subsidiaries
|
(1,071.0
|
)
|
|
—
|
|
|
—
|
|
|
1,071.0
|
|
|
—
|
|
Other (income) expense
|
(7.6
|
)
|
|
(3.9
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(12.7
|
)
|
Homebuilding pre-tax income
|
1,358.7
|
|
|
976.8
|
|
|
5.1
|
|
|
(1,076.2
|
)
|
|
1,264.4
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
—
|
|
|
—
|
|
|
295.6
|
|
|
—
|
|
|
295.6
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
220.0
|
|
|
—
|
|
|
220.0
|
|
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(13.5
|
)
|
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
89.1
|
|
|
—
|
|
|
89.1
|
|
Income before income taxes
|
1,358.7
|
|
|
976.8
|
|
|
94.2
|
|
|
(1,076.2
|
)
|
|
1,353.5
|
|
Income tax expense
|
469.0
|
|
|
334.9
|
|
|
35.5
|
|
|
(372.2
|
)
|
|
467.2
|
|
Net income
|
$
|
889.7
|
|
|
$
|
641.9
|
|
|
$
|
58.7
|
|
|
$
|
(704.0
|
)
|
|
$
|
886.3
|
|
Comprehensive income
|
$
|
888.3
|
|
|
$
|
641.9
|
|
|
$
|
58.7
|
|
|
$
|
(704.0
|
)
|
|
$
|
884.9
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Operations
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,334.6
|
|
|
$
|
7,224.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,559.0
|
|
Cost of sales
|
2,698.1
|
|
|
5,834.3
|
|
|
3.3
|
|
|
—
|
|
|
8,535.7
|
|
Gross profit (loss)
|
636.5
|
|
|
1,390.1
|
|
|
(3.3
|
)
|
|
—
|
|
|
2,023.3
|
|
Selling, general and administrative expense
|
461.2
|
|
|
538.8
|
|
|
3.0
|
|
|
—
|
|
|
1,003.0
|
|
Goodwill impairment
|
—
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
Equity in (income) of subsidiaries
|
(945.9
|
)
|
|
—
|
|
|
—
|
|
|
945.9
|
|
|
—
|
|
Other (income) expense
|
(2.2
|
)
|
|
(4.9
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(7.8
|
)
|
Homebuilding pre-tax income (loss)
|
1,123.4
|
|
|
846.4
|
|
|
(5.6
|
)
|
|
(945.9
|
)
|
|
1,018.3
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
—
|
|
|
—
|
|
|
265.0
|
|
|
—
|
|
|
265.0
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
183.0
|
|
|
—
|
|
|
183.0
|
|
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(23.1
|
)
|
|
—
|
|
|
(23.1
|
)
|
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
105.1
|
|
|
—
|
|
|
105.1
|
|
Income before income taxes
|
1,123.4
|
|
|
846.4
|
|
|
99.5
|
|
|
(945.9
|
)
|
|
1,123.4
|
|
Income tax expense
|
372.7
|
|
|
277.2
|
|
|
37.4
|
|
|
(314.6
|
)
|
|
372.7
|
|
Net income
|
$
|
750.7
|
|
|
$
|
569.2
|
|
|
$
|
62.1
|
|
|
$
|
(631.3
|
)
|
|
$
|
750.7
|
|
Comprehensive income
|
$
|
750.7
|
|
|
$
|
568.4
|
|
|
$
|
62.1
|
|
|
$
|
(631.3
|
)
|
|
$
|
749.9
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Operations
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
2,547.4
|
|
|
$
|
5,299.9
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
7,858.5
|
|
Cost of sales
|
2,038.0
|
|
|
4,222.5
|
|
|
8.1
|
|
|
—
|
|
|
6,268.6
|
|
Gross profit
|
509.4
|
|
|
1,077.4
|
|
|
3.1
|
|
|
—
|
|
|
1,589.9
|
|
Selling, general and administrative expense
|
388.3
|
|
|
433.0
|
|
|
5.6
|
|
|
—
|
|
|
826.9
|
|
Equity in (income) of subsidiaries
|
(691.8
|
)
|
|
—
|
|
|
—
|
|
|
691.8
|
|
|
—
|
|
Other (income) expense
|
(1.3
|
)
|
|
(3.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(5.5
|
)
|
Homebuilding pre-tax income (loss)
|
814.2
|
|
|
647.7
|
|
|
(1.6
|
)
|
|
(691.8
|
)
|
|
768.5
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
—
|
|
|
—
|
|
|
166.4
|
|
|
—
|
|
|
166.4
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
138.5
|
|
|
—
|
|
|
138.5
|
|
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
45.7
|
|
|
—
|
|
|
45.7
|
|
Income before income taxes
|
814.2
|
|
|
647.7
|
|
|
44.1
|
|
|
(691.8
|
)
|
|
814.2
|
|
Income tax expense
|
280.7
|
|
|
222.1
|
|
|
16.6
|
|
|
(238.7
|
)
|
|
280.7
|
|
Net income
|
$
|
533.5
|
|
|
$
|
425.6
|
|
|
$
|
27.5
|
|
|
$
|
(453.1
|
)
|
|
$
|
533.5
|
|
Comprehensive income
|
$
|
533.5
|
|
|
$
|
425.9
|
|
|
$
|
27.5
|
|
|
$
|
(453.1
|
)
|
|
$
|
533.8
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Cash Flows
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
$
|
115.1
|
|
|
$
|
596.7
|
|
|
$
|
(16.0
|
)
|
|
$
|
(77.8
|
)
|
|
$
|
618.0
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
(40.7
|
)
|
|
(14.3
|
)
|
|
(47.1
|
)
|
|
16.0
|
|
|
(86.1
|
)
|
Decrease in restricted cash
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
Net principal decrease of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
|
19.7
|
|
Proceeds from the sale of debt securities collateralized by residential real estate
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
Intercompany advances
|
409.9
|
|
|
—
|
|
|
—
|
|
|
(409.9
|
)
|
|
—
|
|
Payments related to acquisition of a business
|
(82.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.2
|
)
|
Net cash provided by (used in) investing activities
|
322.8
|
|
|
(14.1
|
)
|
|
(27.4
|
)
|
|
(393.9
|
)
|
|
(112.6
|
)
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of notes payable
|
(542.9
|
)
|
|
(1.9
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
(549.7
|
)
|
Intercompany advances
|
—
|
|
|
(521.3
|
)
|
|
111.4
|
|
|
409.9
|
|
|
—
|
|
Proceeds from stock associated with certain employee benefit plans
|
72.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.4
|
|
Excess income tax benefit from employee stock awards
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
Cash dividends paid
|
(118.7
|
)
|
|
—
|
|
|
(61.8
|
)
|
|
61.8
|
|
|
(118.7
|
)
|
Net cash (used in) provided by financing activities
|
(579.2
|
)
|
|
(523.2
|
)
|
|
44.7
|
|
|
471.7
|
|
|
(586.0
|
)
|
(Decrease) increase in cash and cash equivalents
|
(141.3
|
)
|
|
59.4
|
|
|
1.3
|
|
|
—
|
|
|
(80.6
|
)
|
Cash and cash equivalents at beginning of year
|
1,217.7
|
|
|
94.6
|
|
|
71.5
|
|
|
—
|
|
|
1,383.8
|
|
Cash and cash equivalents at end of year
|
$
|
1,076.4
|
|
|
$
|
154.0
|
|
|
$
|
72.8
|
|
|
$
|
—
|
|
|
$
|
1,303.2
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Cash Flows
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
$
|
308.2
|
|
|
$
|
530.1
|
|
|
$
|
(106.3
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
700.4
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
(24.5
|
)
|
|
(24.8
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(56.1
|
)
|
Proceeds from the sale of property and equipment to a related party
|
56.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.0
|
|
Increase in restricted cash
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
Net principal increase of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
Purchases of debt securities collateralized by residential real estate
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
Intercompany advances
|
444.7
|
|
|
—
|
|
|
—
|
|
|
(444.7
|
)
|
|
—
|
|
Payments related to acquisition of a business
|
(70.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.9
|
)
|
Net cash provided by (used in) investing activities
|
390.1
|
|
|
(25.1
|
)
|
|
(15.7
|
)
|
|
(444.7
|
)
|
|
(95.4
|
)
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
1,472.0
|
|
|
—
|
|
|
118.7
|
|
|
—
|
|
|
1,590.7
|
|
Repayment of notes payable
|
(1,432.5
|
)
|
|
(6.3
|
)
|
|
(17.4
|
)
|
|
—
|
|
|
(1,456.2
|
)
|
Intercompany advances
|
—
|
|
|
(493.6
|
)
|
|
48.9
|
|
|
444.7
|
|
|
—
|
|
Proceeds from stock associated with certain employee benefit plans
|
61.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.8
|
|
Excess income tax benefit from employee stock awards
|
12.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.3
|
|
Cash dividends paid
|
(91.6
|
)
|
|
—
|
|
|
(31.6
|
)
|
|
31.6
|
|
|
(91.6
|
)
|
Net cash provided by (used in) financing activities
|
22.0
|
|
|
(499.9
|
)
|
|
118.6
|
|
|
476.3
|
|
|
117.0
|
|
Increase (decrease) in cash and cash equivalents
|
720.3
|
|
|
5.1
|
|
|
(3.4
|
)
|
|
—
|
|
|
722.0
|
|
Cash and cash equivalents at beginning of year
|
497.4
|
|
|
89.5
|
|
|
74.9
|
|
|
—
|
|
|
661.8
|
|
Cash and cash equivalents at end of year
|
$
|
1,217.7
|
|
|
$
|
94.6
|
|
|
$
|
71.5
|
|
|
$
|
—
|
|
|
$
|
1,383.8
|
|
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE
P
– SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)
Consolidating Statement of Cash Flows
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
|
(In millions)
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
$
|
(257.4
|
)
|
|
$
|
(293.9
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
(661.4
|
)
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
(63.9
|
)
|
|
(28.0
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
(100.2
|
)
|
Decrease (increase) in restricted cash
|
69.7
|
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
67.8
|
|
Net principal increase of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
Intercompany advances
|
(385.7
|
)
|
|
—
|
|
|
—
|
|
|
385.7
|
|
|
—
|
|
Payments related to acquisition of a business
|
(244.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244.1
|
)
|
Net cash used in investing activities
|
(624.0
|
)
|
|
(28.9
|
)
|
|
(14.9
|
)
|
|
385.7
|
|
|
(282.1
|
)
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
1,307.0
|
|
|
—
|
|
|
120.6
|
|
|
—
|
|
|
1,427.6
|
|
Repayment of notes payable
|
(796.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(796.9
|
)
|
Intercompany advances
|
—
|
|
|
373.9
|
|
|
11.8
|
|
|
(385.7
|
)
|
|
—
|
|
Proceeds from stock associated with certain employee benefit plans
|
45.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
Excess income tax benefit from employee stock awards
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
Cash dividends paid
|
(48.6
|
)
|
|
—
|
|
|
(52.6
|
)
|
|
52.6
|
|
|
(48.6
|
)
|
Net cash provided by financing activities
|
507.4
|
|
|
373.9
|
|
|
79.7
|
|
|
(333.1
|
)
|
|
627.9
|
|
(Decrease) increase in cash and cash equivalents
|
(374.0
|
)
|
|
51.1
|
|
|
7.3
|
|
|
—
|
|
|
(315.6
|
)
|
Cash and cash equivalents at beginning of year
|
871.4
|
|
|
38.4
|
|
|
67.6
|
|
|
—
|
|
|
977.4
|
|
Cash and cash equivalents at end of year
|
$
|
497.4
|
|
|
$
|
89.5
|
|
|
$
|
74.9
|
|
|
$
|
—
|
|
|
$
|
661.8
|
|