e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-12378
NVR, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1394360 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
(Not Applicable)
(Former name, former address, and former fiscal year if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No
þ
As of May 5, 2009 there were 5,785,304 total shares of common stock outstanding.
NVR, Inc.
Form 10-Q
INDEX
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Page |
PART I
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FINANCIAL INFORMATION |
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Item 1.
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NVR, Inc. Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets at March 31, 2009
(unaudited) and December 31, 2008
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3 |
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Condensed Consolidated Statements of Income for the
Three Months Ended March 31, 2009 (unaudited)
and March 31, 2008 (unaudited)
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5 |
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Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2009 (unaudited) and
March 31, 2008 (unaudited)
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6 |
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Notes to Condensed Consolidated Financial Statements
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7 |
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Item 2.
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Managements Discussion and Analysis of Financial
Condition and Results of Operations
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19 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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33 |
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Item 4.
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Controls and
Procedures
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33 |
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PART II
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OTHER INFORMATION |
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Item 1A.
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Risk Factors
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33 |
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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38 |
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Item 4.
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Submission of Matters to a Vote of Security Holders
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39 |
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Item 6.
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Exhibits
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40 |
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Signature
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41 |
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Exhibit Index
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42 |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NVR, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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March 31, 2009 |
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December 31, 2008 |
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(unaudited) |
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ASSETS |
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Homebuilding: |
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Cash and cash equivalents |
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$ |
541,490 |
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$ |
1,146,426 |
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Marketable securities |
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708,362 |
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Receivables |
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9,251 |
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11,594 |
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Inventory: |
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Lots and housing units, covered under
sales agreements with customers |
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321,257 |
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335,238 |
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Unsold lots and housing units |
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44,678 |
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57,639 |
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Manufacturing materials and other |
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4,594 |
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7,693 |
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370,529 |
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400,570 |
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Assets not owned, consolidated
per FIN 46R |
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69,305 |
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114,930 |
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Property, plant and equipment, net |
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23,545 |
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25,658 |
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Reorganization value in excess of amounts
allocable to identifiable assets, net |
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41,580 |
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41,580 |
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Contract land deposits, net |
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25,695 |
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29,073 |
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Other assets, net |
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223,431 |
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242,626 |
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2,013,188 |
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2,012,457 |
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Mortgage Banking: |
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Cash and cash equivalents |
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1,279 |
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1,217 |
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Mortgage loans held for sale, net |
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100,543 |
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72,488 |
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Property and equipment, net |
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663 |
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759 |
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Reorganization value in excess of amounts
allocable to identifiable assets, net |
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7,347 |
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7,347 |
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Other assets |
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8,130 |
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8,968 |
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117,962 |
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90,779 |
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Total assets |
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$ |
2,131,150 |
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$ |
2,103,236 |
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See notes to condensed consolidated financial statements.
(Continued)
3
NVR, Inc.
Condensed Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
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March 31, 2009 |
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December 31, 2008 |
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(unaudited) |
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LIABILITIES AND SHAREHOLDERS
EQUITY |
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Homebuilding: |
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Accounts payable |
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$ |
119,293 |
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$ |
137,285 |
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Accrued expenses and other liabilities |
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158,359 |
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194,869 |
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Liabilities related to assets not owned,
consolidated per FIN 46R |
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64,137 |
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109,439 |
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Customer deposits |
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58,264 |
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59,623 |
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Other term debt |
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2,478 |
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2,530 |
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Senior notes |
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163,320 |
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163,320 |
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565,851 |
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667,066 |
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Mortgage Banking: |
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Accounts payable and other liabilities |
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14,947 |
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17,842 |
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Note payable |
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75,381 |
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44,539 |
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90,328 |
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62,381 |
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Total liabilities |
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656,179 |
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729,447 |
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Commitments and contingencies |
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Shareholders equity: |
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Common stock, $0.01 par value; 60,000,000
shares authorized; 20,559,671 and 20,561,187
shares issued as of March 31, 2009 and
December 31, 2008, respectively |
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206 |
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206 |
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Additional paid-in-capital |
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766,775 |
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722,265 |
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Deferred compensation trust - 270,335 and
514,470 shares of NVR, Inc. common
stock as of March 31, 2009 and December
31, 2008, respectively |
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(44,307 |
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(74,978 |
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Deferred compensation liability |
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44,307 |
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74,978 |
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Retained earnings |
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3,648,875 |
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3,630,887 |
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Less treasury stock at cost - 14,833,217 and
15,028,335 shares at March 31, 2009
and December 31, 2008, respectively |
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(2,940,885 |
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(2,979,569 |
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Total shareholders equity |
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1,474,971 |
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1,373,789 |
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Total liabilities and shareholders
equity |
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$ |
2,131,150 |
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$ |
2,103,236 |
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See notes to condensed consolidated financial statements.
4
NVR, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
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Three Months Ended March 31, |
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2009 |
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2008 |
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Homebuilding: |
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Revenues |
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$ |
548,329 |
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$ |
869,869 |
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Other income |
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2,539 |
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6,399 |
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Cost of sales |
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(462,630 |
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(726,931 |
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Selling, general and administrative |
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(59,694 |
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(84,166 |
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Operating income |
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28,544 |
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65,171 |
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Interest expense |
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(2,774 |
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(3,239 |
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Homebuilding income |
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25,770 |
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61,932 |
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Mortgage Banking: |
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Mortgage banking fees |
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10,270 |
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18,062 |
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Interest income |
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584 |
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810 |
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Other income |
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89 |
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159 |
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General and administrative |
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(5,758 |
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(7,654 |
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Interest expense |
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(337 |
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(134 |
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Mortgage banking income |
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4,848 |
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11,243 |
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Income before taxes |
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30,618 |
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73,175 |
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Income tax expense |
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(12,630 |
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(29,709 |
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Net income |
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$ |
17,988 |
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$ |
43,466 |
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Basic earnings per share |
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$ |
3.19 |
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$ |
8.32 |
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Diluted earnings per share |
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$ |
3.02 |
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$ |
7.42 |
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Basic average shares outstanding |
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5,642 |
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5,224 |
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Diluted average shares outstanding |
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5,958 |
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5,859 |
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See notes to condensed consolidated financial statements.
5
NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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Three Months Ended March 31, |
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2009 |
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2008 |
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Cash flows from operating activities: |
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Net income |
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$ |
17,988 |
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$ |
43,466 |
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Adjustments to reconcile net income to
net cash provided by operating activities: |
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Depreciation and amortization |
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2,581 |
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3,837 |
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Stock option compensation expense |
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11,768 |
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6,333 |
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Excess income tax benefit from exercise of stock options |
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(39,953 |
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(18,183 |
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Contract land deposit impairments |
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(250 |
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6,592 |
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Mortgage loans closed |
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(391,118 |
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(444,459 |
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Proceeds from sales of mortgage loans |
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369,618 |
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474,197 |
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Principal payments on mortgage loans held for sale |
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221 |
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66 |
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Gain on sale of loans |
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(7,564 |
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(14,371 |
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Net change in assets and liabilities: |
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Decrease in inventories |
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30,041 |
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57,777 |
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Decrease in receivables |
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3,183 |
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3,143 |
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Decrease in contract land deposits |
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3,688 |
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8,229 |
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Decrease in accounts payable, customer deposits
and accrued expenses |
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(18,162 |
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(33,301 |
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Other, net |
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19,186 |
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(18,285 |
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Net cash provided by operating activities |
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1,227 |
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75,041 |
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Cash flows from investing activities: |
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Purchase of marketable securities |
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(708,362 |
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Purchase of property, plant and equipment |
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(367 |
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(1,964 |
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Other, net |
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412 |
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449 |
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Net cash used in investing activities |
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(708,317 |
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(1,515 |
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Cash flows from financing activities: |
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Net borrowings (repayments) under notes payable and
other term debt |
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30,790 |
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(15,281 |
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Excess income tax benefit from exercise of stock options |
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39,953 |
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18,183 |
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Proceeds from exercise of stock options |
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31,473 |
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27,021 |
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Net cash provided by financing activities |
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102,216 |
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29,923 |
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Net (decrease) increase in cash and cash equivalents |
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(604,874 |
) |
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103,449 |
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Cash and cash equivalents, beginning of the period |
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1,147,643 |
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664,209 |
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Cash and cash equivalents, end of period |
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$ |
542,769 |
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$ |
767,658 |
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Supplemental disclosures of cash flow information: |
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Interest paid during the period |
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$ |
711 |
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$ |
876 |
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Income taxes paid, net of refunds |
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$ |
(35,025 |
) |
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$ |
1,733 |
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Supplemental disclosures of non-cash activities: |
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Net assets not owned, consolidated per FIN 46R |
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$ |
(323 |
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$ |
(3,791 |
) |
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See notes to condensed consolidated financial statements.
6
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
1. Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements include the accounts
of NVR, Inc. (NVR or the Company) and its subsidiaries and certain other entities in which the
Company is deemed to be the primary beneficiary (see note 2 to the accompanying financial
statements). Intercompany accounts and transactions have been eliminated in consolidation. The
statements have been prepared in conformity with accounting principles generally accepted in the
United States of America for interim financial information and with the instructions to Form 10-Q
and Regulation S-X. Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for complete financial
statements. Because the accompanying condensed consolidated financial statements do not include
all of the information and footnotes required by accounting principles generally accepted in the
United States of America, they should be read in conjunction with the financial statements and
notes thereto included in the Companys 2008 Annual Report on Form 10-K. In the opinion of
management, all adjustments (consisting only of normal recurring accruals except as otherwise noted
herein) considered necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
For the three-month periods ended March 31, 2009 and 2008, comprehensive income equaled net
income; therefore, a separate statement of comprehensive income is not included in the accompanying
financial statements.
2. Consolidation of Variable Interest Entities
Revised Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46R),
Consolidation of Variable Interest Entities, requires the primary beneficiary of a variable
interest entity to consolidate that entity on its financial statements. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the variable interest entitys
expected losses, receives a majority of the entitys expected residual returns, or both, as a
result of ownership, contractual, or other financial interests in the entity. Expected losses are
the expected negative variability in the fair value of an entitys net assets, exclusive of its
variable interests, and expected residual returns are the expected positive variability in the fair
value of an entitys net assets, exclusive of its variable interests. As discussed below, NVR
evaluates the provisions of FIN 46R as it relates to NVRs finished lot acquisition strategy.
NVR does not engage in the land development business. Instead, the Company typically
acquires finished building lots at market prices from various development entities under fixed
price purchase agreements. The purchase agreements require deposits that may be forfeited if NVR
fails to perform under the agreement. The deposits required under the purchase agreements are in
the form of cash or letters of credit in varying amounts, and typically range up to 10% of the
aggregate purchase price of the finished lots. As of
March 31, 2009, the Company controlled approximately 44,000 lots with deposits in cash and letters
of credit totaling approximately $171,000 and $5,000, respectively. See note 3 for further
discussion.
NVR believes this lot acquisition strategy reduces the financial requirements and risks
associated with direct land ownership and land development. NVR may, at its option, choose for any
reason and at any time not to perform under these purchase agreements by delivering notice of its
intent not to acquire the finished lots under contract. NVRs sole legal obligation and economic
loss for failure to perform under these purchase agreements is limited to the amount of the deposit
pursuant to the liquidated damage provisions contained within the purchase agreements. In other
words, if NVR does not perform under a purchase agreement, NVR loses only its deposit. NVR does
not have any financial or specific performance guarantees, or completion obligations, under these
purchase agreements. None of the creditors of any of the development entities with which NVR
enters fixed price purchase agreements have recourse to the general credit of NVR. Except as
described below, NVR also does not share in an allocation of either the profit earned or loss
incurred by any of these entities.
7
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
On a very limited basis, NVR also obtains finished lots using joint venture limited liability
corporations (LLCs). All LLCs are structured such that NVR is a non-controlling member and is at
risk only for the amount invested by the Company. NVR is not a borrower, guarantor or obligor on
any of the LLCs debt. NVR enters into a standard fixed price purchase agreement to purchase lots
from the LLCs.
At March 31, 2009, NVR had an aggregate investment in nine separate LLCs totaling
approximately $7,400, which controlled approximately 360 lots. This investment was fully offset by
a valuation reserve as of March 31, 2009.
Forward contracts, such as the fixed price purchase agreements utilized by NVR to acquire
finished lot inventory, are deemed to be variable interests under FIN 46R. Therefore, the
development entities with which NVR enters fixed price purchase agreements, including the LLCs, are
examined under FIN 46R for possible consolidation by NVR. NVR has developed a methodology to
determine whether it, or conversely, the owner(s) of the applicable development entity is the
primary beneficiary of a development entity. The methodology used to evaluate NVRs primary
beneficiary status requires substantial management judgment and estimation. These judgments and
estimates involve assigning probabilities to various estimated cash flow possibilities relative to
the development entitys expected profits and losses and the cash flows associated with changes in
the fair value of finished lots under contract. Although management believes that its accounting
policy is designed to properly assess NVRs primary beneficiary status relative to its involvement
with the development entities from which NVR acquires finished lots, changes to the probabilities
and the cash flow possibilities used in NVRs evaluation could produce widely different conclusions
regarding whether NVR is or is not a development entitys primary beneficiary.
The Company has evaluated all of its fixed price purchase agreements and LLC arrangements and
has determined that it is the primary beneficiary of twenty of those development entities with
which the agreements and arrangements are held. As a result, at March 31, 2009, NVR has
consolidated such development entities in the accompanying condensed consolidated balance sheet.
Where NVR deemed itself to be the primary beneficiary of a development entity created after
December 31, 2003 and the development entity refused to provide financial statements, NVR utilized
estimation techniques to perform the consolidation. The effect of the consolidation under FIN 46R
at March 31, 2009 was the inclusion on the balance sheet of $69,305 as Assets not owned,
consolidated per FIN 46R, with a corresponding inclusion of $64,137 as Liabilities related to
assets not owned, consolidated per FIN 46R, after elimination of intercompany items. Inclusive in
these totals were assets of approximately $32,000 and liabilities of approximately $32,000
estimated for nine development entities created after December 31, 2003 that did not provide
financial statements.
8
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
The following is the consolidating schedule at March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NVR, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
FIN 46R |
|
|
|
|
|
|
Consolidated |
|
|
|
Subsidiaries |
|
|
Entities |
|
|
Eliminations |
|
|
Total |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
541,490 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
541,490 |
|
Marketable securities |
|
|
708,362 |
|
|
|
|
|
|
|
|
|
|
|
708,362 |
|
Receivables |
|
|
9,251 |
|
|
|
|
|
|
|
|
|
|
|
9,251 |
|
Homebuilding inventory |
|
|
370,529 |
|
|
|
|
|
|
|
|
|
|
|
370,529 |
|
Property, plant and equipment, net |
|
|
23,545 |
|
|
|
|
|
|
|
|
|
|
|
23,545 |
|
Reorganization value in excess of amount
allocable to identifiable assets, net |
|
|
41,580 |
|
|
|
|
|
|
|
|
|
|
|
41,580 |
|
Contract land deposits, net |
|
|
26,434 |
|
|
|
|
|
|
|
(739 |
) |
|
|
25,695 |
|
Other assets |
|
|
227,860 |
|
|
|
|
|
|
|
(4,429 |
) |
|
|
223,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,949,051 |
|
|
|
|
|
|
|
(5,168 |
) |
|
|
1,943,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking assets: |
|
|
117,962 |
|
|
|
|
|
|
|
|
|
|
|
117,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIN 46R Entities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land under development |
|
|
|
|
|
|
68,627 |
|
|
|
|
|
|
|
68,627 |
|
Other assets |
|
|
|
|
|
|
678 |
|
|
|
|
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,305 |
|
|
|
|
|
|
|
69,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,067,013 |
|
|
$ |
69,305 |
|
|
$ |
(5,168 |
) |
|
$ |
2,131,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses
and other liabilities |
|
$ |
277,652 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
277,652 |
|
Customer deposits |
|
|
58,264 |
|
|
|
|
|
|
|
|
|
|
|
58,264 |
|
Other term debt |
|
|
2,478 |
|
|
|
|
|
|
|
|
|
|
|
2,478 |
|
Senior notes |
|
|
163,320 |
|
|
|
|
|
|
|
|
|
|
|
163,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
501,714 |
|
|
|
|
|
|
|
|
|
|
|
501,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking liabilities: |
|
|
90,328 |
|
|
|
|
|
|
|
|
|
|
|
90,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIN 46R Entities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses
and other |
|
|
|
|
|
|
11,932 |
|
|
|
4,300 |
|
|
|
16,232 |
|
Debt |
|
|
|
|
|
|
47,905 |
|
|
|
|
|
|
|
47,905 |
|
Contract land deposits |
|
|
|
|
|
|
4,967 |
|
|
|
(4,967 |
) |
|
|
|
|
Advances from NVR, Inc. |
|
|
|
|
|
|
4,501 |
|
|
|
(4,501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,305 |
|
|
|
(5,168 |
) |
|
|
64,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
1,474,971 |
|
|
|
|
|
|
|
|
|
|
|
1,474,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
equity |
|
$ |
2,067,013 |
|
|
$ |
69,305 |
|
|
$ |
(5,168 |
) |
|
$ |
2,131,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
3. Contract Land Deposits
The contract land deposit asset is shown net of a $144,100 and $147,900 impairment valuation
allowance at March 31, 2009 and December 31, 2008, respectively.
4. Earnings per Share
The following weighted average shares and share equivalents are used to calculate basic and
diluted earnings per share for the three months ended March 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2009 |
|
2008 |
Basic weighted average number of
shares outstanding |
|
|
5,642,000 |
|
|
|
5,224,000 |
|
Shares issuable upon exercise
of dilutive options |
|
|
316,000 |
|
|
|
635,000 |
|
|
|
|
|
|
|
|
|
|
Diluted average number of
shares outstanding |
|
|
5,958,000 |
|
|
|
5,859,000 |
|
|
|
|
|
|
|
|
|
|
The assumed proceeds used in the treasury method for calculating NVRs diluted earnings per
share includes the amount the employee must pay upon exercise, the amount of compensation cost
attributed to future services and not yet recognized, and the amount of tax benefits that would be
credited to additional paid-in capital assuming exercise of the option. The assumed amount
credited to additional paid-in capital equals the tax benefit from assumed exercise after
consideration of the intrinsic value upon assumed exercise less the actual stock-based compensation
expense to be recognized in the income statement from 2006 and future periods.
Options to purchase 429,156 and 316,642 shares of common stock were outstanding during the
quarters ended March 31, 2009 and 2008, respectively, but were not included in the computation of
diluted earnings per share because the effect would have been anti-dilutive. In addition, 388,564
performance-based options were outstanding during the quarter ended March 31, 2008 and pursuant to
the requirements of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share, were excluded from the computation of diluted earnings per share because the performance
target had not been achieved. The performance target was not met at December 31, 2008 and all of
the performance-based options outstanding at that time expired unexercisable.
5. Marketable Securities
During the quarter ended March 31, 2009 the Company purchased marketable securities
totaling $708,362. These securities are classified by the Company as held-to-maturity and
mature within one year. The following security types are included in the marketable securities
balance at March 31, 2009:
|
|
|
|
|
|
|
March 31, 2009 |
|
Marketable Securities: |
|
|
|
|
Debt securities issued by the U.S. Treasury and other |
|
|
|
|
U.S. government corporations and agencies |
|
$ |
309,018 |
|
Corporate debt securities issued under the FDIC |
|
|
|
|
Temporary Liquidity Guarantee Program |
|
|
399,344 |
|
|
|
|
|
Total Marketable Securites |
|
$ |
708,362 |
|
|
|
|
|
10
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
6. Excess Reorganization Value
Reorganization value in excess of identifiable assets (excess reorganization value) is an
indefinite life intangible asset that was created upon our emergence from bankruptcy on September
30, 1993. Based on the allocation of our reorganization value in conformity with the procedures
specified by Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code, issued by the American Institute of Certified Public Accountants, the portion
of the our reorganization value which was not attributed to specific tangible or intangible assets
has been reported as excess reorganization value, which is treated similarly to goodwill. Excess
reorganization value is not subject to amortization pursuant to SFAS No. 142, Goodwill and Other
Intangible Assets. Rather, excess reorganization value is subject to an impairment assessment on
an annual basis or more frequently if changes in events or circumstances indicate that impairment
may have occurred. Because excess reorganization value was based on the reorganization value of
our entire enterprise upon bankruptcy emergence, the impairment assessment is conducted on an
enterprise basis based on the comparison of our total equity compared to the market value of our
outstanding publicly-traded common stock. The Company completed the annual assessment of
impairment during the first quarter of 2009 and determined that there was no impairment of excess
reorganization value.
7. Income Taxes
As of January 1, 2009, the Company has approximately $53,339 (on a net basis) of unrecognized
tax benefits, which would decrease income tax expense if recognized. The Company recognizes
interest related to unrecognized tax benefits in the income tax expense line. As of January 1,
2009, the Company had a total of $5,150 of accrued interest for unrecognized tax benefits on its
balance sheet. Based on its historical experience in dealing with various taxing authorities, the
Company has found that generally it is the administrative practice of these authorities to not seek
penalties from the Company for the tax positions it has taken on its returns, related to its
unrecognized tax benefits. Therefore, the Company does not accrue penalties for the positions in
which it has an unrecognized tax benefit. However, if such penalties were to be accrued, they would
be recorded as a component of income tax expense. With few exceptions, the Company is no longer
subject to income tax examinations for years prior to 2005.
8. Shareholders Equity
A summary of changes in shareholders equity is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
Deferred |
|
Deferred |
|
|
|
|
Common |
|
Paid-In |
|
Retained |
|
Treasury |
|
Comp. |
|
Comp. |
|
|
|
|
Stock |
|
Capital |
|
Earnings |
|
Stock |
|
Trust |
|
Liability |
|
Total |
Balance, December 31, 2008 |
|
$ |
206 |
|
|
$ |
722,265 |
|
|
$ |
3,630,887 |
|
|
$ |
(2,979,569 |
) |
|
$ |
(74,978 |
) |
|
$ |
74,978 |
|
|
$ |
1,373,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
17,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,988 |
|
Deferred compensation activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,671 |
|
|
|
(30,671 |
) |
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
11,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,768 |
|
Stock option activity |
|
|
|
|
|
|
31,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,473 |
|
Tax benefit from stock-based
compensation activity |
|
|
|
|
|
|
39,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,953 |
|
Treasury shares issued
upon option exercise |
|
|
|
|
|
|
(38,684 |
) |
|
|
|
|
|
|
38,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009 |
|
$ |
206 |
|
|
$ |
766,775 |
|
|
$ |
3,648,875 |
|
|
$ |
(2,940,885 |
) |
|
$ |
(44,307 |
) |
|
$ |
44,307 |
|
|
$ |
1,474,971 |
|
|
|
|
11
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
The Company did not repurchase any shares of its common stock during the three months ended
March 31, 2009. The Company settles option exercises by issuing shares of treasury stock to option
holders. Shares are relieved from the treasury account based on the weighted average cost basis of
treasury shares acquired. Approximately 195,000 options to purchase shares of the Companys common
stock were exercised during the three months ended March 31, 2009.
9. Product Warranties
The Company establishes warranty and product liability reserves to provide for estimated
future expenses as a result of construction and product defects, product recalls and litigation
incidental to NVRs homebuilding business. Liability estimates are determined based on
managements judgment, considering such factors as historical experience, the likely current cost
of corrective action, manufacturers and subcontractors participation in sharing the cost of
corrective action, consultations with third party experts such as engineers, and discussions with
our general counsel and outside counsel retained to handle specific product liability cases. The
following table reflects the changes in the Companys warranty reserve during the three months
ended March 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Warranty reserve, beginning of period |
|
$ |
68,084 |
|
|
$ |
70,284 |
|
Provision |
|
|
3,039 |
|
|
|
9,791 |
|
Payments |
|
|
(6,817 |
) |
|
|
(7,803 |
) |
|
|
|
|
|
|
|
Warranty reserve, end of period |
|
$ |
64,306 |
|
|
$ |
72,272 |
|
|
|
|
|
|
|
|
10. Segment Disclosures
Consistent with the principles and objectives of SFAS No. 131, Disclosure about Segments
of an Enterprise and Related Information, the following disclosure includes four homebuilding
reportable segments that aggregate geographically the Companys homebuilding operating
segments, and the mortgage banking operations presented as a single reportable segment. The
homebuilding reportable segments are comprised of operating divisions in the following
geographic areas:
Homebuilding Mid Atlantic - Virginia, West Virginia, Maryland, and Delaware
Homebuilding North East - New Jersey and eastern Pennsylvania
Homebuilding Mid East - Kentucky, New York, Ohio, and western Pennsylvania
Homebuilding South East - North Carolina, South Carolina and Tennessee
Homebuilding profit before tax includes all revenues and income generated from the sale of
homes, less the cost of homes sold, selling, general and administrative expenses, and a corporate
capital allocation
charge. The corporate capital allocation charge eliminates in consolidation, is based on
the segments average net assets employed, and is charged using a consistent methodology in the
years presented. The corporate capital allocation charged to the operating segment allows the
Chief Operating Decision Maker, as defined in SFAS No. 131, to determine whether the operating
segments results are providing the desired rate of return after covering the Companys cost of
capital. The Company records charges on contract land deposits when it is determined that it is
probable that recovery of the deposit is impaired. For segment reporting purposes, impairments
on contract land deposits are charged to the operating segment upon the determination to
terminate a finished lot purchase agreement with the developer, or to restructure a lot purchase
agreement resulting in the forfeiture of the deposit. Mortgage banking profit before tax
consists of revenues generated from mortgage financing, title insurance and closing services,
less the costs of such services and general and administrative costs. Mortgage banking
operations are not charged a capital allocation charge.
12
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
In addition to the corporate capital allocation and contract land deposit impairments
discussed above, the other reconciling items between segment profit and consolidated profit
before tax include unallocated corporate overhead (including all management incentive
compensation), stock option compensation expense, consolidation adjustments and external
corporate interest expense. NVRs overhead functions, such as accounting, treasury, human
resources, etc., are centrally performed and the costs are not allocated to the Companys
operating segments. Consolidation adjustments consist of such items necessary to convert the
reportable segments results, which are predominantly maintained on a cash basis, to a full
accrual basis for external financial statement presentation purposes, and are not allocated to
the Companys operating segments. Likewise, stock option compensation expense is not charged
to the operating segments. External corporate interest expense is primarily comprised of
interest charges on the Companys outstanding Senior Notes and working capital line
borrowings, and are not charged to the operating segments because the charges are included in
the corporate capital allocation discussed above.
Following are tables presenting revenues, segment profit and segment assets for each
reportable segment, with reconciliations to the amounts reported for the consolidated
enterprise, where applicable:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Revenues: |
|
|
|
|
|
|
|
|
Homebuilding Mid Atlantic |
|
$ |
341,756 |
|
|
$ |
526,392 |
|
Homebuilding North East |
|
|
53,375 |
|
|
|
85,968 |
|
Homebuilding Mid East |
|
|
92,110 |
|
|
|
150,160 |
|
Homebuilding South East |
|
|
61,088 |
|
|
|
107,349 |
|
Mortgage Banking |
|
|
10,270 |
|
|
|
18,062 |
|
|
|
|
|
|
|
|
Consolidated revenues |
|
$ |
558,599 |
|
|
$ |
887,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Profit: |
|
|
|
|
|
|
|
|
Homebuilding Mid Atlantic |
|
$ |
31,908 |
|
|
$ |
42,007 |
|
Homebuilding North East |
|
|
3,226 |
|
|
|
6,687 |
|
Homebuilding Mid East |
|
|
5,189 |
|
|
|
10,847 |
|
Homebuilding South East |
|
|
2,029 |
|
|
|
8,117 |
|
Mortgage Banking |
|
|
5,550 |
|
|
|
11,660 |
|
|
|
|
|
|
|
|
Segment profit |
|
|
47,902 |
|
|
|
79,318 |
|
|
|
|
|
|
|
|
Contract land deposit impairments (1) |
|
|
1,553 |
|
|
|
(637 |
) |
Stock option expense (2) |
|
|
(11,768 |
) |
|
|
(6,333 |
) |
Corporate capital allocation (3) |
|
|
14,696 |
|
|
|
27,967 |
|
Unallocated corporate overhead (4) |
|
|
(15,069 |
) |
|
|
(23,685 |
) |
Consolidation adjustments and other (5) |
|
|
(4,026 |
) |
|
|
(340 |
) |
Corporate interest expense |
|
|
(2,670 |
) |
|
|
(3,115 |
) |
|
|
|
|
|
|
|
Reconciling items sub-total |
|
|
(17,284 |
) |
|
|
(6,143 |
) |
|
|
|
|
|
|
|
Consolidated income before
taxes |
|
$ |
30,618 |
|
|
$ |
73,175 |
|
|
|
|
|
|
|
|
13
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Assets: |
|
|
|
|
|
|
|
|
Homebuilding Mid Atlantic |
|
$ |
390,725 |
|
|
$ |
651,238 |
|
Homebuilding North East |
|
|
48,966 |
|
|
|
92,230 |
|
Homebuilding Mid East |
|
|
72,719 |
|
|
|
111,070 |
|
Homebuilding South East |
|
|
44,666 |
|
|
|
109,610 |
|
Mortgage Banking |
|
|
110,615 |
|
|
|
106,368 |
|
|
|
|
|
|
|
|
Segment assets |
|
|
667,691 |
|
|
|
1,070,516 |
|
|
|
|
|
|
|
|
Assets not owned, consolidated
per Fin 46R |
|
|
69,305 |
|
|
|
162,371 |
|
Cash |
|
|
541,490 |
|
|
|
766,597 |
|
Marketable securities (6) |
|
|
708,362 |
|
|
|
|
|
Deferred taxes |
|
|
203,770 |
|
|
|
220,813 |
|
Intangible assets (7) |
|
|
48,927 |
|
|
|
60,675 |
|
Land reserve |
|
|
(153,929 |
) |
|
|
(134,301 |
) |
Consolidation adjustments and other (8) |
|
|
45,534 |
|
|
|
62,905 |
|
|
|
|
|
|
|
|
Reconciling items sub-total |
|
|
1,463,459 |
|
|
|
1,139,060 |
|
|
|
|
|
|
|
|
Consolidated assets |
|
$ |
2,131,150 |
|
|
$ |
2,209,576 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This item represents contract land deposit impairment charges that have not yet been
charged to reportable segments. The positive variance is due to the allocation of
previously reserved contract land deposits to the reportable segments in the first quarter
of 2009. No additional reserves were incurred during the 2009 first quarter. |
|
(2) |
|
During the first quarter of 2008 the Company adjusted the estimated forfeiture rate
used in the calculation of stock option expense. This resulted in the one-time reversal of
approximately $4,800 of stock option expense in the first quarter of 2008. |
|
(3) |
|
This item represents the elimination of the corporate capital allocation charge
included in the respective homebuilding reportable segments. The decreases in the
corporate capital allocation charge are due to the lower segment asset balances during the
respective periods due to the decreases in operating activity period over period. The
corporate capital allocation charge is based on the segments monthly average asset
balance, and is as follows for the periods presented: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Homebuilding Mid Atlantic |
|
$ |
9,575 |
|
|
$ |
18,754 |
|
Homebuilding North East |
|
|
1,551 |
|
|
|
2,783 |
|
Homebuilding Mid East |
|
|
2,062 |
|
|
|
3,301 |
|
Homebuilding South East |
|
|
1,508 |
|
|
|
3,129 |
|
|
|
|
|
|
|
|
Total |
|
$ |
14,696 |
|
|
$ |
27,967 |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
The decrease in unallocated corporate overhead is primarily driven by a reduction in
management incentive costs and reduced personnel and other overhead costs as part of our
focus to size our organization to meet current activity levels. |
|
(5) |
|
The increase in consolidation adjustments is primarily due to a decrease in interest
income earned related to lower interest rates in the current period. |
|
(6) |
|
The Company purchased marketable securities during the first quarter of 2009. See Note
5 for further discussion of the investment in marketable securities. |
|
(7) |
|
The decrease is attributable to the fourth quarter 2008 write-off of goodwill and
indefinite life intangible assets related to the Companys acquisitions of Rymarc Homes and
Fox Ridge Homes. |
|
(8) |
|
The balances include the purchase of finished building lots made during the third
quarter of 2007, of which approximately $3,000 and $20,000 had not yet been allocated to
the reportable segments as of March 31, 2009 and 2008, respectively. |
14
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
11. Fair Value of Derivative Instruments
In the normal course of business, NVRs mortgage banking segment enters into contractual
commitments to extend credit to buyers of single-family homes with fixed expiration dates. The
commitments become effective when the borrowers lock-in a specified interest rate within time
frames established by NVR. All mortgagors are evaluated for credit worthiness prior to the
extension of the commitment. Market risk arises if interest rates move adversely between the time
of the lock-in of rates by the borrower and the sale date of the loan to a broker/dealer. To
mitigate the effect of the interest rate risk inherent in providing rate lock commitments to
borrowers, the Company enters into optional or mandatory delivery forward sale contracts to sell
whole loans and mortgage-backed securities to broker/dealers. The forward sale contracts lock in
an interest rate and price for the sale of loans similar to the specific rate lock commitments.
NVR does not engage in speculative or trading derivative activities. Both the rate lock
commitments to borrowers and the forward sale contracts to broker/dealers are undesignated
derivatives pursuant to the requirements of SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, and, accordingly, are marked to fair value through earnings. At March 31,
2009, there were contractual commitments to extend credit to borrowers aggregating approximately
$105,000 and open forward delivery contracts aggregating approximately $177,000.
Fair value is determined pursuant to SFAS No. 157, Fair Value Measurements, and Staff
Accounting Bulletin 109, Written Loan Commitments Recorded at Fair Value Through Earnings, both of
which the Company adopted on a prospective basis as of January 1, 2008. SFAS No. 157 assigns a
fair value hierarchy to the inputs used to measure fair value under the rule. Level 1 inputs are
quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs
other than quoted market prices that are observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs. The fair value of the Companys rate lock
commitments to borrowers and the related input levels includes, as applicable:
|
i) |
|
the assumed gain/loss of the expected resultant loan sale (level 2); |
|
|
ii) |
|
the effects of interest rate movements between the date of the rate lock and
the balance sheet date (level 2); and |
|
|
iii) |
|
the value of the servicing rights associated with the loan (level 2). |
The assumed gain/loss considers the amount that the Company has discounted the price to the
borrower from par for competitive reasons and the excess servicing to be received or buydown fees
to be paid upon securitization of the loan. The excess servicing and buydown fees are calculated
pursuant to contractual terms with investors. To calculate the effects of interest rate movements,
the Company utilizes applicable published mortgage-backed security prices, and multiplies the price
movement between the rate lock date and the balance sheet date by the notional loan commitment
amount. The Company sells all of its loans on a servicing released basis, and receives a servicing
released premium upon sale. Thus, the value of the servicing rights, which averaged 161 basis
points of the loan amount as of March 31, 2009, is included in the fair value measurement and is
based upon contractual terms with investors and varies depending on the loan type. The Company
assumes an approximate 17% fallout rate when measuring the fair value of rate lock commitments.
Fallout is defined as locked loan commitments for which the Company does not close a mortgage loan
and is based on historical experience.
15
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
The fair value of the Companys forward sales contracts to broker/dealers solely considers the
market price movement of the same type of security between the trade date and the balance sheet
date (level 2). The market price changes are multiplied by the notional amount of the forward
sales contracts to measure the fair value.
Mortgage loans held for sale are recorded at fair value in accordance with SFAS No. 133 when
closed, and thereafter are carried at the lower of cost or fair value until sale.
The undesignated derivative instruments are included in the accompanying condensed
consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
|
Balance |
|
Fair |
|
|
|
Sheet |
|
Value |
|
|
|
Location |
|
March 31, 2009 |
|
Derivative Assets: |
|
|
|
|
|
|
Rate Lock Commitments |
|
NVRM - Other assets |
|
$ |
1,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities: |
|
|
|
|
|
|
Forward Sales Contracts |
|
NVRM - Accounts payable and other liabilities |
|
$ |
1,102 |
|
|
|
|
|
|
|
The unrealized gain or loss from the change in the fair value measurements is included in
earnings as a component of mortgage banking fees in the accompanying condensed consolidated
statements of income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed |
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Total Fair |
|
|
|
Notional or |
|
|
Gain (Loss) |
|
|
Rate |
|
|
Servicing |
|
|
Security |
|
|
Value |
|
|
|
Principal |
|
|
From Loan |
|
|
Movement |
|
|
Rights |
|
|
Price |
|
|
Adjustment |
|
|
|
Amount |
|
|
Sale |
|
|
Effect |
|
|
Value |
|
|
Change |
|
|
Gain/(Loss) |
|
Rate lock commitments |
|
$ |
105,355 |
|
|
$ |
(407 |
) |
|
$ |
427 |
|
|
$ |
1,406 |
|
|
$ |
|
|
|
$ |
1,426 |
|
Forward sales contracts |
|
$ |
177,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,102 |
) |
|
|
(1,102 |
) |
Mortgages held for sale |
|
$ |
98,066 |
|
|
|
(575 |
) |
|
|
931 |
|
|
|
1,580 |
|
|
|
|
|
|
|
1,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair Value
Measurement,
March 31, 2009 |
|
|
|
|
|
|
(982 |
) |
|
|
1,358 |
|
|
|
2,986 |
|
|
|
(1,102 |
) |
|
|
2,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Fair Value
Measurement, December
31, 2008 |
|
|
|
|
|
|
(1,197 |
) |
|
|
2,021 |
|
|
|
1,825 |
|
|
|
(1,743 |
) |
|
|
906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair Value
Adjustment for the
period ended
March 31, 2009 |
|
|
|
|
|
$ |
215 |
|
|
$ |
(663 |
) |
|
$ |
1,161 |
|
|
$ |
641 |
|
|
$ |
1,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value measurement will be impacted in the future by the change in the value of the
servicing rights and the volume and product mix of the Companys locked loan commitments.
12. Debt
On August 5, 2008, NVRM entered into a Master Repurchase Agreement with U.S. Bank National
Association, as Agent and representative of itself as a Buyer, and the other Buyers (the
Repurchase Agreement). The Repurchase Agreement replaced NVRMs warehouse credit facility which
was set to expire on August 21, 2008. The purpose of the Repurchase Agreement is to finance the
origination of mortgage loans by NVRM and is accounted for as a secured borrowing under SFAS No.
140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.
The Repurchase Agreement provides for loan purchases up to $110,000, subject to certain sublimits.
In addition, the Repurchase Agreement provides for an accordion feature under which NVRM may
request that the aggregate commitments under the Repurchase Agreement be increased to an amount up
to $150,000. The Repurchase Agreement expires on August 4, 2009.
16
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
At March 31, 2009, there was $75,381 outstanding under the Repurchase Agreement, which is
included in liabilities in the accompanying condensed consolidated balance sheets. Amounts
outstanding under the Repurchase Agreement are collateralized by the Companys mortgage loans
held for sale, which are included in assets in the March 31, 2009 balance sheet in the
accompanying condensed consolidated financial statements. The aggregate outstanding purchase
price limitation reduced the amount available to NVRM to approximately $95,000 at March 31,
2009. There are several restrictions on purchased loans, including that they cannot be sold
to others, they cannot be pledged to anyone other than the agent, and they cannot support any
other borrowing or repurchase agreement.
On April 3, 2009 NVR repurchased $27,950 of the 5% Senior Notes due June 15, 2010 (the
Notes) on the open market at par, reducing the Notes balance to $135,370.
13. Commitments and Contingencies
On July 18, 2007, former and current employees filed lawsuits against the Company in the Court
of Common Pleas in Allegheny County, Pennsylvania and Hamilton County, Ohio, in Superior Court in
Durham County, North Carolina, and in the Circuit Court in Montgomery County, Maryland, and on July
19, 2007 in the Superior Court in New Jersey, alleging that the Company incorrectly classified its
sales and marketing representatives as being exempt from overtime wages. These lawsuits are
similar in nature to another lawsuit filed on October 29, 2004 by another former employee in the
United States District Court for the Western District of New York. The complaints seek injunctive
relief, an award of unpaid wages, including fringe benefits, liquidated damages equal to the
overtime wages allegedly due and not paid, attorney and other fees and interest, and where
available, multiple damages. The suits were filed as purported class actions. However, none of
the groups of employees that the lawsuits purport to represent have been certified as a class. The
lawsuits filed in Ohio, Pennsylvania, Maryland and New Jersey have been stayed pending further
developments in the New York action.
The Company believes that its compensation practices in regard to sales and marketing
representatives are entirely lawful and in compliance with two letter rulings from the United
States Department of Labor (DOL) issued in January 2007. The two courts to most recently
consider similar claims against other homebuilders have acknowledged the DOLs position that
sales and marketing representatives were properly classified as exempt from overtime wages and
the only court to have directly addressed the exempt status of such employees concluded that
the DOLs position was valid. Accordingly, the Company has vigorously defended and intends to
continue to vigorously defend these lawsuits. Because the Company is unable to determine the likelihood of an unfavorable outcome
of this case, or the amount of damages, if any, the Company has not recorded any associated
liabilities in the accompanying condensed consolidated balance sheets.
NVR and its subsidiaries are also involved in various other litigation arising in the
ordinary course of business. In the opinion of management, and based on advice of legal
counsel, this litigation is not expected to have a material adverse effect on the financial
position or results of operations of NVR.
17
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
14. Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 establishes
new accounting and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a
noncontrolling interest as equity in the consolidated financial statements and separate from the
parents equity. The amount of net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement, but deducted to arrive
at income available to common shareholders. SFAS No. 160 clarifies that changes in a parents
ownership interest in a subsidiary that do not result in deconsolidation are equity transactions
if the parent retains its controlling financial interest. In addition, this statement requires
that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such
gain or loss will be measured using the fair value of the noncontrolling equity investment on the
deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the
interests of the parent and its non controlling interests. SFAS No. 160 was effective for the
Company beginning January 1, 2009. The adoption of SFAS No. 160 did not have a material impact
on the Companys financial statements.
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (FSP No. 157-2),
Effective Date of FASB Statement No. 157 which delays the effective date of SFAS No. 157 for
non-financial assets and non-financial liabilities to fiscal years beginning after November 15,
2008. FSP No. 157-2 became effective for the Company beginning January 1, 2009. The adoption of
FSP No. 157-2 did not have a material impact on the Companys financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133. SFAS No. 161 enhances the disclosure
requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
regarding an entitys derivative instruments and hedging activities. SFAS No. 161 was effective for
the Company beginning January 1, 2009. The Company conformed its disclosures to the requirements
of SFAS No. 161.
18
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and
Results of Operations
(dollars in thousands) |
Forward-Looking Statements
Some of the statements in this Form 10-Q, as well as statements made by us in periodic press
releases or other public communications, constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain, but not
necessarily all, of such forward-looking statements can be identified by the use of
forward-looking terminology, such as believes, expects, may, will, should, or
anticipates or the negative thereof or other comparable terminology. All statements other than
of historical facts are forward looking statements. Forward looking statements contained in this
document include those regarding market trends, NVRs financial position, business strategy, the
outcome of pending litigation, projected plans and objectives of management for future operations.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results or performance of NVR to be materially different from future
results, performance or achievements expressed or implied by the forward-looking statements. Such
risk factors include, but are not limited to the following: general economic and business
conditions (on both a national and regional level); interest rate changes; access to suitable
financing by NVR and NVRs customers; competition; the availability and cost of land and other raw
materials used by NVR in its homebuilding operations; shortages of labor; weather related
slow-downs; building moratoriums; governmental regulation; fluctuation and volatility of stock and
other financial markets; mortgage financing availability; and other factors over which NVR has
little or no control. NVR undertakes no obligation to update such forward-looking statements.
For additional information regarding risk factors, see Part II, Item 1(a) of this Report.
Unless the context otherwise requires, references to NVR, we, us or our include NVR
and its subsidiaries.
Results of Operations for the Three Months Ended March 31, 2009 and 2008
Overview
Our Business
Our primary business is the construction and sale of single-family detached homes,
townhomes and condominium buildings. To more fully serve our homebuilding customers, we also
operate a mortgage banking and title services business. Our homebuilding reportable segments
consist of the following markets:
|
|
|
|
|
|
|
Mid Atlantic:
|
|
Maryland, Virginia, West Virginia and Delaware |
|
|
North East:
|
|
New Jersey and eastern Pennsylvania |
|
|
Mid East:
|
|
Kentucky, New York, Ohio and western Pennsylvania |
|
|
South East:
|
|
North Carolina, South Carolina, and Tennessee |
We believe that we operate our business with a conservative operating strategy. We do not
engage in land development and primarily construct homes on a pre-sold basis. This strategy
allows us to maximize inventory turnover, which we believe enables us to minimize market risk
and to operate with less capital, thereby enhancing rates of return on equity and total capital.
In addition, we focus on obtaining and maintaining a leading market position in each market we
serve. This strategy allows us to gain valuable efficiencies and competitive advantages in our
markets which management believes contributes to
minimizing the adverse effects of regional economic cycles and provides growth opportunities
within these markets.
19
Because we are not active in the land development business, our continued success is
contingent upon, among other things, our ability to control an adequate supply of finished lots
at current market prices on which to build, and on our developers ability to timely deliver
finished lots to meet the sales demands of our customers. We acquire finished lots from various
development entities under fixed price lot purchase agreements (purchase agreements). These
purchase agreements require deposits in the form of cash or letters of credit that may be
forfeited if we fail to perform under the purchase agreement. However, we believe this lot
acquisition strategy reduces the financial requirements and risks associated with direct land
ownership and development. As of March 31, 2009, we controlled approximately 44,000 lots with
deposits in cash and letters of credit totaling approximately $171,000 and $5,000, respectively.
Included in the number of controlled lots are approximately 19,000 lots for which we have
recorded a contract land deposit impairment reserve of $144,100 as of March 31, 2009. See note
3 to the condensed consolidated financial statements included herein for additional information
regarding contract land deposits.
Overview of the Current Business Environment
The current home sales environment remains challenging, as it still is characterized by
high levels of existing and new homes available for sale, which levels are driven by slowed
demand and high foreclosure rates. Additionally, homebuyer confidence continues to be
negatively impacted by the continuing economic recession and concerns regarding job stability as
well as concerns regarding the stability of home values. The current home sales environment
also continues to be adversely impacted by a restrictive mortgage lending environment that has
made it more difficult for our customers to obtain mortgage financing, as well as making it
difficult for them to sell their current homes. Affordability remains an issue despite falling
home prices because of required higher downpayments to secure financing. The challenging market
conditions continue to negatively impact new orders and selling prices in each of our market
segments, and in response, we continue to offer incentives to homebuyers and to reduce prices in
many of our markets. Overall, new orders, net of cancellations (new orders), decreased 11% in
the quarter ended March 31, 2009 as compared to the same period in 2008, despite an improvement
in the cancellation rate to 15% in the first quarter of 2009 as compared to 22% in the same
period of 2008 and 30% in the fourth quarter of 2008. In addition, average selling prices were
down 12% in the first quarter of 2009 as compared to the first quarter of 2008. In our new
orders for the first quarter of 2009, we noted an increase in the percentage of first-time
homebuyers, driven we believe in part by the federal tax credit for first-time homebuyers. New
orders in future periods may be negatively impacted as we reach the November 30, 2009 settlement
deadline to qualify for the federal tax credit.
Reflecting the challenging market conditions discussed above, for the quarter ended March
31, 2009, consolidated revenues totaled approximately $558,599, a 37% decrease from the first
quarter of 2008. Additionally, net income and diluted earnings per share in the current quarter
each decreased approximately 59% compared to the first quarter of 2008. Gross profit margins
within our homebuilding business declined to 15.6% in the first quarter of 2009 as compared to
16.4% in the first quarter of 2008. Gross profit margins continue to be negatively impacted
primarily by the previously mentioned lower selling prices period over period.
Based on continuing market uncertainties in both the homebuilding and mortgage markets, we
expect to experience continued pricing pressures and in turn, continued pressure on gross profit
margins in future periods. To offset declining selling prices and customer affordability
issues, we continue to work aggressively with our vendors to reduce material and labor costs
incurred in the construction process, alter product offerings when appropriate and focus on
reducing lot costs. We continue to work with our developers in certain of our communities to
reduce lot prices to current market values and/or to defer
scheduled lot purchases to coincide with a slower sales pace. In communities where we are
unsuccessful in negotiating necessary adjustments to the contracts to meet current market
conditions, we may exit the community and forfeit our deposit. During the quarter ended March
31, 2009, we did not incur any contract land deposit impairment charges. In the quarter ended
March 31, 2008, we incurred contract land deposit impairment charges of approximately $6,600, or
76 basis points of revenues. In addition to these cost reduction measures, we also continue to
assess and adjust our staffing levels and organizational structure as market conditions warrant.
Finally, so as to position ourselves best to be able to take advantage of opportunities that
may arise, we continue to strengthen our balance sheet and liquidity. As of March 31, 2009, our
cash and cash equivalent and marketable securities balances totaled approximately $1,250,000.
20
Homebuilding Operations
The following table summarizes the results of operations and other data for the consolidated
homebuilding operations:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2009 |
|
2008 |
Revenues |
|
$ |
548,329 |
|
|
$ |
869,869 |
|
Cost of sales |
|
$ |
462,630 |
|
|
$ |
726,931 |
|
Gross profit margin percentage |
|
|
15.6 |
% |
|
|
16.4 |
% |
Selling, general and administrative |
|
$ |
59,694 |
|
|
$ |
84,166 |
|
Settlements (units) |
|
|
1,773 |
|
|
|
2,465 |
|
Average settlement price |
|
$ |
308.8 |
|
|
$ |
352.6 |
|
New orders (units) |
|
|
2,426 |
|
|
|
2,731 |
|
Average new order price |
|
$ |
281.9 |
|
|
$ |
320.0 |
|
Backlog (units) |
|
|
3,817 |
|
|
|
5,411 |
|
Average backlog price |
|
$ |
298.5 |
|
|
$ |
354.0 |
|
Consolidated Homebuilding Three Months Ended March 31, 2009 and 2008
Homebuilding revenues decreased 37% for the first quarter of 2009 from the same period in 2008
as a result of a 28% decrease in the number of units settled and a 12% decrease in the average
settlement price quarter over quarter. The decrease in the number of units settled is primarily
attributable to our beginning backlog units being approximately 39% lower at the start of the first
quarter of 2009 as compared to the beginning of 2008, offset partially by a higher backlog turnover
rate quarter over quarter. Average settlement prices were impacted primarily by a 15% lower
average price of homes in our beginning backlog balance entering the first quarter of 2009 compared
to the same period in 2008.
Gross profit margins in the first quarter of 2009 declined as compared to the first quarter of
2008 despite lower contract land deposit impairment charges period over period. We incurred no
impairment charges in the first quarter of 2009 compared to approximately $6,600, or 76 basis
points, in the first quarter of 2008. The decline in gross profit margins is primarily
attributable to continued pricing pressures resulting from the previously mentioned challenging
market conditions. We expect continued gross profit margin pressure over at least the next several
quarters.
The number of new orders and the average selling price for new orders for the first quarter of
2009 decreased by 11% and 12%, respectively, as compared to the first quarter of 2008. New orders
were negatively impacted by the previously mentioned challenging market conditions that exist in
all of our markets, as well as a reduction in our average number of active communities in the first
quarter of 2009 to 357 from 442 in the same period of 2008. The decrease in the average number of
active communities is a result of the termination of certain purchase agreements and a reduced pace
of entering into new purchase agreements. New orders declined quarter over quarter despite
improved cancellation rates in the first quarter of 2009, which decreased to 15% from 22% in the
same period of 2008 and from 30% in the fourth quarter of 2008. New order selling prices were
impacted by the previously mentioned challenging market conditions which continued to put downward
pressure on selling prices, in addition to a product mix shift attributable in part to an increase
in the percentage of first-time homebuyers whose purchases generally are at lower price points
compared to move-up homebuyers.
21
Selling, general and administrative (SG&A) expenses for the first quarter of 2009 decreased
by approximately $24,500, but as a percentage of revenue increased to 10.9% from 9.7% in the first
quarter of 2008. The decrease in SG&A expenses is primarily attributable to an approximate $15,100
decrease in personnel costs as a result of the decrease in headcount period over period. In
addition, selling and marketing costs were lower by approximately $10,400 due primarily to the
previously mentioned 19% reduction in the average number of active communities in the first quarter
of 2009 compared to the first quarter of 2008. These favorable variances were partially offset by
an increase in stock based compensation expense of approximately $4,900 due primarily to a change
in our estimated stock option forfeiture rate in the quarter ended March 31, 2008, which resulted
in the reversal of approximately $4,500 in stock based compensation in the prior year period.
Backlog units and dollars were 3,817 and $1,139,210, respectively, at March 31, 2009 compared
to 5,411 and $1,915,519, respectively, at March 31, 2008. The decrease in backlog units is
primarily attributable to our beginning backlog units being approximately 39% lower entering 2009
as compared to the beginning of 2008, offset partially by the net new order and settlement
activity, as discussed above, for the first quarter of 2009 as compared to the same period in 2008.
Backlog dollars were negatively impacted by the decrease in backlog units coupled with a 16%
decrease in the average price of homes in ending backlog. The decrease in the average price of
homes in backlog is attributable to a 10% decrease in the average selling price for new orders over
the six month period ended March 31, 2009 as compared to the same period in 2008.
Backlog, which represents homes sold but not yet settled with the customer, may be impacted by
customer cancellations for various reasons that are beyond our control, such as failure to obtain
mortgage financing, inability to sell an existing home, job loss, or a variety of other reasons.
As noted above in the Overview section, the current conditions in the homebuilding market and the
general economy have resulted in an increase in our cancellation rate. In any period, a portion of
the cancellations that we experience are related to new sales that occurred during the same period,
and a portion are related to sales that occurred in prior periods and therefore appeared in the
opening backlog for the current period. Expressed as the total of all cancellations during the
period as a percentage of gross sales during the period, our cancellation rate was approximately
15% and 22% in the first quarter of 2009 and 2008, respectively, and 30% in the fourth quarter of
2008. During 2008, approximately 10% of a reporting quarters opening backlog cancelled during the
fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative
of the actual cancellation rate that may occur in 2009, and our cancellation rate could continue to
increase. See Risk Factors in Item 1A.
Reportable Segments
Homebuilding profit before tax includes all revenues and income generated from the sale
of homes, less the cost of homes sold, selling, general and administrative expenses, and a
corporate capital
allocation charge determined at the corporate headquarters. The corporate capital allocation
charge eliminates in consolidation, is based on the segments average net assets employed, and
is charged using a consistent methodology in the periods presented. The corporate capital
allocation charged to the operating segment allows the Chief Operating Decision Maker, as
defined in Statement of Financial Accounting Standards No. 131, Disclosure about Segments of
an Enterprise and Related Information, to determine whether the operating segments results
are providing the desired rate of return after covering our cost of capital. We record charges
on contract land deposits when we determine that it is probable that recovery of the deposit
is impaired. For segment reporting purposes, impairments on contract land deposits are
charged to the operating segment upon the determination to terminate a finished lot purchase
agreement with the developer or to restructure a lot purchase agreement resulting in the
forfeiture of the deposit. The following table summarizes certain homebuilding operating
activity by segment for the three months ended March 31, 2009 and 2008:
22
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2009 |
|
2008 |
Mid Atlantic: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
341,756 |
|
|
$ |
526,392 |
|
Settlements (units) |
|
|
928 |
|
|
|
1,241 |
|
Average settlement price |
|
$ |
368.2 |
|
|
$ |
424.0 |
|
New orders (units) |
|
|
1,203 |
|
|
|
1,292 |
|
Average new order price |
|
$ |
336.6 |
|
|
$ |
383.2 |
|
Backlog (units) |
|
|
2,051 |
|
|
|
2,777 |
|
Average backlog price |
|
$ |
352.3 |
|
|
$ |
427.9 |
|
Gross profit margin |
|
$ |
60,946 |
|
|
$ |
90,131 |
|
Gross profit margin percentage |
|
|
17.8 |
% |
|
|
17.1 |
% |
Segment profit |
|
$ |
31,908 |
|
|
$ |
42,007 |
|
New order cancellation rate |
|
|
15.5 |
% |
|
|
25.0 |
% |
Contract land deposit impairments |
|
$ |
1,065 |
|
|
$ |
6,031 |
|
Average active communities |
|
|
172 |
|
|
|
216 |
|
|
|
|
|
|
|
|
|
|
North East: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
53,375 |
|
|
$ |
85,968 |
|
Settlements (units) |
|
|
184 |
|
|
|
245 |
|
Average settlement price |
|
$ |
290.1 |
|
|
$ |
350.9 |
|
New orders (units) |
|
|
235 |
|
|
|
280 |
|
Average new order price |
|
$ |
285.3 |
|
|
$ |
307.5 |
|
Backlog (units) |
|
|
354 |
|
|
|
540 |
|
Average backlog price |
|
$ |
286.6 |
|
|
$ |
317.0 |
|
Gross profit margin |
|
$ |
8,439 |
|
|
$ |
15,231 |
|
Gross profit margin percentage |
|
|
15.8 |
% |
|
|
17.7 |
% |
Segment profit |
|
$ |
3,226 |
|
|
$ |
6,687 |
|
New order cancellation rate |
|
|
13.9 |
% |
|
|
16.9 |
% |
Contract land deposit impairments |
|
$ |
9 |
|
|
$ |
170 |
|
Average active communities |
|
|
36 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
Mid East: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
92,110 |
|
|
$ |
150,160 |
|
Settlements (units) |
|
|
413 |
|
|
|
617 |
|
Average settlement price |
|
$ |
221.1 |
|
|
$ |
242.7 |
|
New orders (units) |
|
|
701 |
|
|
|
717 |
|
Average new order price |
|
$ |
210.4 |
|
|
$ |
240.1 |
|
Backlog (units) |
|
|
1,019 |
|
|
|
1,213 |
|
Average backlog price |
|
$ |
215.7 |
|
|
$ |
243.6 |
|
Gross profit margin |
|
$ |
15,278 |
|
|
$ |
25,767 |
|
Gross profit margin percentage |
|
|
16.6 |
% |
|
|
17.2 |
% |
Segment profit |
|
$ |
5,189 |
|
|
$ |
10,847 |
|
New order cancellation rate |
|
|
14.9 |
% |
|
|
15.4 |
% |
Contract land deposit impairments |
|
$ |
213 |
|
|
$ |
(51 |
) |
Average active communities |
|
|
101 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
South East: |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
61,088 |
|
|
$ |
107,349 |
|
Settlements (units) |
|
|
248 |
|
|
|
362 |
|
Average settlement price |
|
$ |
246.3 |
|
|
$ |
296.5 |
|
New orders (units) |
|
|
287 |
|
|
|
442 |
|
Average new order price |
|
$ |
223.9 |
|
|
$ |
273.1 |
|
Backlog (units) |
|
|
393 |
|
|
|
881 |
|
Average backlog price |
|
$ |
242.8 |
|
|
$ |
295.8 |
|
Gross profit margin |
|
$ |
9,464 |
|
|
$ |
21,059 |
|
Gross profit margin percentage |
|
|
15.5 |
% |
|
|
19.6 |
% |
Segment profit |
|
$ |
2,029 |
|
|
$ |
8,117 |
|
New order cancellation rate |
|
|
14.1 |
% |
|
|
25.0 |
% |
Contract land deposit impairments |
|
$ |
16 |
|
|
$ |
(195 |
) |
Average active communities |
|
|
49 |
|
|
|
68 |
|
23
Mid Atlantic
Three Months Ended March 31, 2009 and 2008
The Mid Atlantic segment had an approximate $10,100 reduction in segment profit from the first
quarter of 2008. Revenues decreased approximately $184,600, or 35%, for the three months ended
March 31, 2009 from the prior year quarter due primarily to a 25% decrease in the number of units
settled and a 13% decrease in the average settlement price. The decrease in units settled is
attributable to a 35% lower backlog unit balance entering the first quarter of 2009 compared to the
same period in 2008, offset partially by a higher backlog turnover rate period over period. The
Mid Atlantic segments gross profit margin percentage increased slightly to 17.8% in 2009 from
17.1% in 2008. Gross profit margins were positively impacted by lower land impairment charges of
$1,065, or 31 basis points in the first quarter of 2009 compared to $6,031, or 115 basis points in
the same period of 2008. This favorable variance was offset partially by increased pressure on
selling prices resulting in a 13% decrease in average settlement price period over period.
Segment new orders and average selling prices decreased by 7% and 12%, respectively, during
the first quarter of 2009 from the same period in 2008. New orders and the average selling price
for new orders have been negatively impacted by market conditions which remain challenging, as
discussed in the Overview above. In addition, new orders were negatively impacted by the 21%
decrease in the average number of active communities period over period. New orders declined
despite a decrease in the cancellation rate for the Mid Atlantic segment to 16% in the first
quarter of 2009 from 25% in the first quarter of 2008.
North East
Three Months Ended March 31, 2009 and 2008
The North East segment had an approximate $3,500 reduction in segment profit from the first
quarter of 2008. Revenues decreased approximately $32,600, or 38%, for the three months ended
March 31, 2009 from the prior year quarter primarily due to a 25% decrease in the number of units
settled and a 17% decrease in the average settlement price. The decrease in units settled is
attributable to a 40% lower backlog unit balance entering the first quarter of 2009 compared to the
same period in 2008, offset partially by a higher backlog turnover rate period over period. The
North East segments gross profit margin percentage decreased to 15.8% in 2009 from 17.7% in 2008.
Gross profit margins were negatively impacted by the increased pressure on selling prices resulting
in the previously mentioned decrease in average settlement price quarter over quarter.
24
Segment new orders and the average selling price decreased approximately 16% and 7%,
respectively, during the first quarter of 2009 from the same period in 2008. New orders and the
average selling price for new orders were negatively impacted by the previously mentioned
challenging market conditions resulting in continued pricing pressures in each market within this
segment. In addition, new orders were negatively impacted by a 14% reduction in the average number
of active communities period over period. New orders declined despite a decrease in cancellation
rates for the North East segment to 14% in the first quarter of 2009 from 17% in the first quarter
of 2008.
Mid East
Three Months Ended March 31, 2009 and 2008
The Mid East segment had an approximate $5,700 decrease in segment profit from the first
quarter of 2008. Revenues decreased approximately $58,100, or 39%, due to a 33% decrease in the
number of units settled and a 9% decrease in the average settlement price. The decrease in
settlements was primarily driven by a 34% lower backlog unit balance entering the first quarter of
2009 compared to the same period in 2008. The decrease in the average settlement price is
primarily attributable to a 9% lower average price of units in backlog entering the first quarter
of 2009 compared to the same period in 2008. Gross profit margins decreased to 16.6% in the first
quarter of 2009 from 17.2% in the same period of 2008 primarily as a result of the 9% decrease in
the average settlement price quarter over quarter.
Segment new orders and the average selling price during the first quarter of 2009 decreased 2%
and 12%, respectively, from the same period in 2008. The decrease in the average selling price was
attributable to challenging market conditions within the Mid East segment quarter over quarter.
The decrease in new orders is attributable to the 14% decrease in the average number of active
communities in the first quarter of 2009 as compared to the same period in 2008, offset partially
by higher sales absorption in the current period.
South East
Three Months Ended March 31, 2009 and 2008
The South East segment had an approximate $6,100 decrease in segment profit from the first
quarter of 2008. Revenues decreased approximately $46,300, or 43%, due to a 31% decrease in the
number of homes settled and a 17% decrease in the average settlement price. The decrease in units
settled is attributable to a 56% lower backlog unit balance entering the first quarter of 2009
compared to the same period in 2008, partially offset by a higher backlog turnover rate quarter
over quarter. The decrease in the average settlement price is primarily attributable to a 16%
lower average price of units in backlog entering the first quarter of 2009 compared to the same
period in 2008. Gross profit margins decreased to 15.5% in the first quarter of 2009 from 19.6% in
the same period in 2008, primarily as a result of the 17% decrease in average settlement price
period over period due to challenging market conditions.
Segment new orders and the average selling price decreased approximately 35% and 18%,
respectively, during the first quarter of 2009 from the same period in 2008. The decrease in new
orders is primarily attributable to a 28% decrease in the average number of active communities
period over period and the continuing decline of market conditions within the South East segment.
New orders declined despite a decrease in cancellation rates for the South East segment to 14% in
the first quarter of 2009 from 25% in the first quarter of 2008.
Homebuilding Segment Reconciliations to Consolidated Homebuilding Operations
In addition to the corporate capital allocation and contract land deposit impairments
discussed above, the other reconciling items between homebuilding segment profit and
homebuilding consolidated profit before tax include unallocated corporate overhead,
consolidation adjustments, stock option compensation expense and external corporate interest.
NVRs overhead functions, such as accounting, treasury, human resources, etc., are centrally
performed and the costs are not allocated to the Companys operating segments. Consolidation
adjustments consist of such items to convert the reportable segments results, which are
predominantly maintained on a cash basis, to a full accrual basis for external financial
statement presentation purposes, and are not allocated to the Companys operating segments.
Likewise, stock option compensation expenses are not charged to the operating segments.
External corporate interest expense is primarily comprised of interest charges on the
Companys outstanding Senior Notes and working capital line borrowings, and are not charged to
the operating segments because the charges are included in the corporate capital allocation
discussed above.
25
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Homebuilding Consolidated Gross Profit: |
|
|
|
|
|
|
|
|
Homebuilding Mid Atlantic |
|
$ |
60,946 |
|
|
$ |
90,131 |
|
Homebuilding North East |
|
|
8,439 |
|
|
|
15,231 |
|
Homebuilding Mid East |
|
|
15,278 |
|
|
|
25,767 |
|
Homebuilding South East |
|
|
9,464 |
|
|
|
21,059 |
|
Consolidation adjustments and other |
|
|
(8,428 |
) |
|
|
(9,250 |
) |
|
|
|
|
|
|
|
Segment gross profit |
|
$ |
85,699 |
|
|
$ |
142,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Homebuilding Consolidated Profit
Before Tax: |
|
|
|
|
|
|
|
|
Homebuilding Mid Atlantic |
|
$ |
31,908 |
|
|
$ |
42,007 |
|
Homebuilding North East |
|
|
3,226 |
|
|
|
6,687 |
|
Homebuilding Mid East |
|
|
5,189 |
|
|
|
10,847 |
|
Homebuilding South East |
|
|
2,029 |
|
|
|
8,117 |
|
Reconciling items: |
|
|
|
|
|
|
|
|
Contract land deposit impairments (1) |
|
|
1,553 |
|
|
|
(637 |
) |
Stock option expense (2) |
|
|
(11,066 |
) |
|
|
(5,916 |
) |
Corporate capital allocation (3) |
|
|
14,696 |
|
|
|
27,967 |
|
Unallocated corporate overhead (4) |
|
|
(15,069 |
) |
|
|
(23,685 |
) |
Consolidation adjustments and
other (5) |
|
|
(4,026 |
) |
|
|
(340 |
) |
Corporate interest expense |
|
|
(2,670 |
) |
|
|
(3,115 |
) |
|
|
|
|
|
|
|
Reconciling items sub-total |
|
|
(16,582 |
) |
|
|
(5,726 |
) |
|
|
|
|
|
|
|
Homebuilding consolidated
profit before taxes |
|
$ |
25,770 |
|
|
$ |
61,932 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This item represents contract land deposit impairment charges that have not yet been
charged to reportable segments. The positive variance is due to the allocation of
previously reserved contract land deposits to the reportable segments in the first quarter
of 2009. No additional reserves were incurred during the 2009 first quarter. |
|
(2) |
|
During the first quarter of 2008 the Company adjusted the estimated forfeiture rate
used in the calculation of stock option expense. This resulted in the one-time reversal of
approximately $4,800 of stock option expense in the first quarter of 2008. |
|
(3) |
|
This item represents the elimination of the corporate capital allocation charge
included in the respective homebuilding reportable segments. The decreases in the
corporate capital allocation charge are due to the lower segment asset balances during the
respective periods due to the decreases in operating activity period over period. The
corporate capital allocation charge is based on the segments monthly average asset
balance, and is as follows for the periods presented: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Homebuilding Mid Atlantic |
|
$ |
9,575 |
|
|
$ |
18,754 |
|
Homebuilding North East |
|
|
1,551 |
|
|
|
2,783 |
|
Homebuilding Mid East |
|
|
2,062 |
|
|
|
3,301 |
|
Homebuilding South East |
|
|
1,508 |
|
|
|
3,129 |
|
|
|
|
|
|
|
|
Total |
|
$ |
14,696 |
|
|
$ |
27,967 |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
The decrease in unallocated corporate overhead is primarily driven by a reduction in
management incentive costs and reduced personnel and other overhead costs as part of our
focus to size our organization to meet current activity levels. |
|
(5) |
|
The increase in consolidation adjustments is primarily due to a decrease in interest
income related to lower interest rates. |
26
Mortgage Banking Segment
Three Months Ended March 31, 2009 and 2008
We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (NVRM), a
wholly owned subsidiary. NVRM focuses almost exclusively on serving the homebuilding
segments customer base.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Loan closing volume: |
|
|
|
|
|
|
|
|
Total principal |
|
$ |
427,294 |
|
|
$ |
523,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan volume mix: |
|
|
|
|
|
|
|
|
Adjustable rate mortgages |
|
|
1 |
% |
|
|
6 |
% |
|
|
|
|
|
|
|
Fixed-rate mortgages |
|
|
99 |
% |
|
|
94 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit: |
|
|
|
|
|
|
|
|
Segment profit |
|
$ |
5,550 |
|
|
$ |
11,660 |
|
Stock option expense |
|
|
(702 |
) |
|
|
(417 |
) |
|
|
|
|
|
|
|
Mortgage income before tax |
|
$ |
4,848 |
|
|
$ |
11,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking fees: |
|
|
|
|
|
|
|
|
Net gain on sale of loans |
|
$ |
7,564 |
|
|
$ |
14,371 |
|
Title services |
|
|
2,607 |
|
|
|
3,444 |
|
Servicing |
|
|
99 |
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
$ |
10,270 |
|
|
$ |
18,062 |
|
|
|
|
|
|
|
|
Loan closing volume for the three months ended March 31, 2009 decreased 18% over the same
period for 2008. The 2009 decrease is primarily attributable to a 14% decrease in the number of
units closed and a 5% decrease in the average loan amount. The unit decrease reflects a
decrease in the number of homes that we settled in the first quarter of 2009. The unit decrease
was partially offset by a 7 percentage point increase in the number of loans closed by NVRM for
our homebuyers who obtain a mortgage to purchase the home (Capture Rate), which increased to
89%, compared to 82% for the first quarter of 2008. The decrease in the average loan amount
for the three months ending March 31, 2009 is
primarily attributable to the previously mentioned decrease in the homebuilding segments
average selling price.
Segment profit for the three months ended March 31, 2009 decreased by approximately $6,100
from the same period for 2008. The decrease is primarily due to a net decrease in mortgage
banking fees attributable to the previously mentioned decrease in closed loan volume and an
approximate $4,700 decrease in unrealized income from the fair value measurements of our locked
loan commitments, forward mortgage-backed securities sales, and closed loans held for sale,
which is included in mortgage banking fees (see details below). The decrease in mortgage
banking fees was partially offset by an increase in secondary marketing fees from the same
period for 2008. Segment profit was favorably impacted for the three months ended March 31,
2009 by a decrease in general and administrative expenses as the result of a 31% reduction in
salary and other personnel costs due to a 33% reduction in staffing from the same period for
2008.
27
The $4,700 decrease in unrealized income from the fair value measurement calculation
compared to the same period in 2008 was primarily due to the January 1, 2008 adoption of Staff
Accounting Bulletin 109, Written Loan commitments recorded at Fair Value through Earnings (SAB
No. 109) and FASB Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurement, which resulted in an approximate one-time net increase of $6,100 in unrealized
income for the period ended March 31, 2008. As a result of the January 1, 2008 adoption of SAB
No. 109 and SFAS No. 157, the fair value measurement for locked loan commitments and closed
loans held for sale includes the assumed gain/loss on the expected resultant loan sale and the
value of the servicing rights associated with the loan, as well as the effects of interest rate
movements between the date of the rate lock and either the loan closing date or the balance
sheet date. The resulting unrealized income of $6,100 for the period ended March 31, 2008 was
primarily the result of the inclusion of the value of the servicing rights in the fair value
calculation as required by SAB No. 109 and was further increased due to an increase in the
principal volume of our locked loan pipeline as a result of a 180 day extended lock program
offered to homebuyers that was instituted during the quarter ended March 31, 2008 and was
discontinued during the quarter ended September 30, 2008. The approximate $1,400 in unrealized
income from the fair value measurement for the period ended March 31, 2009 is primarily the
result of an increase in the principal volume and servicing released premium values of the
locked loan commitments and closed loans held for sale as of March 31, 2009 compared to the fair
value measurement for the period ended December 31, 2008. The fair value calculations are
classified as Level 2 observable inputs as defined in SFAS No. 157 (refer to Note 11, Fair Value
of Derivative Instruments, in the Notes to Condensed Consolidated Financial Statements for
additional information).
NVRM is dependent on our homebuilding segments customers for business. As new orders and
selling prices of the homebuilding segment decline, NVRMs operations will also continue to be
adversely impacted. NVRM is reducing the fees charged to its borrowers and offering more
aggressive mortgage pricing in an effort to assist our selling efforts and is likely to continue
doing so in the foreseeable future, which will adversely impact the mortgage segments future
results. In addition, the mortgage companys operating results may be adversely affected in
future periods due to the continued tightening and volatility of the credit markets.
In November 2008, the United States Department of Housing and Urban Development (HUD)
published a final rule amending its Real Estate Settlement and Protection Act (RESPA)
regulations. The rule, among other things, revised the definition of required use, the result
of which is the prohibition of homebuilding companies with affiliated mortgage companies from
offering discounts to their customers if those customers use the affiliated mortgage company.
The provision of the rule was originally scheduled to be effective January 16, 2009. However in
January 2009, HUD issued a final rule delaying the effective date until April 16, 2009 due to
litigation surrounding the revised definition of required use. In March 2009, HUD again
delayed the effective date until July 16, 2009. If the revised definition of required use
is adopted by HUD as currently proposed, it could have a material adverse impact on NVRMs
operations, including its financial results and its capture rate.
Liquidity and Capital Resources
We fund our operations from cash flows provided by our operating activities, a short-term
credit facility and the public debt and equity markets. In the first quarter of 2009, our
operating activities provided cash of $1,227. Cash was provided primarily by homebuilding
operations and a reduction in our homebuilding inventories of approximately $30,000. The
presentation of operating cash flows was reduced by $39,953, which is the amount of the excess
tax benefit realized from the exercise of stock options during the quarter and credited
directly to additional paid in capital.
28
Net cash used for investing activities was $708,317 for the period ended March 31, 2009,
which primarily resulted from the purchase of $708,362 of marketable securities throughout the
period. The marketable securities are classified as held-to-maturity securities and mature
within one year. The following security types are included in the marketable securities balance
at March 31, 2009:
|
|
|
|
|
|
|
March 31, 2009 |
|
Marketable Securities: |
|
|
|
|
Debt securities issued by the U.S. Treasury and other |
|
|
|
|
U.S. government corporations and agencies |
|
$ |
309,018 |
|
Corporate debt securities issued under the FDIC |
|
|
|
|
Temporary Liquidity Guarantee Program |
|
|
399,344 |
|
|
|
|
|
Total Marketable Securities |
|
$ |
708,362 |
|
|
|
|
|
Net cash provided by financing activities was $102,216 for the period ended March 31, 2009.
Stock option exercise activity during the 2009 quarter provided approximately $31,000 in
exercise proceeds, and we realized an excess income tax benefit of $39,953, which pursuant to
SFAS No. 123R, must be reported as a financing cash inflow. We also increased borrowings under
the mortgage repurchase facility by approximately $31,000 based on current borrowing needs.
In addition to our homebuilding operating activities, we also utilize a short-term
unsecured working capital revolving credit facility (the Facility) to provide for working
capital cash requirements. The Facility provides for borrowings up to $600,000, subject to
certain borrowing base limitations. The Facility expires in December 2010 and outstanding
amounts bear interest at either (i) the prime rate or (ii) the London Interbank Offering Rate
(LIBOR) plus applicable margin as defined within the Facility. Up to $150,000 of the Facility
is currently available for issuance in the form of letters of credit, of which $13,617 was
outstanding at March 31, 2009. There were no direct borrowings outstanding under the Facility
as of March 31, 2009. At March 31, 2009, there were no borrowing base limitations reducing the
amount available to us for borrowings.
Our mortgage banking segment provides for its mortgage origination and other operating
activities using cash generated from operations as well as a revolving mortgage repurchase
facility. On August 5, 2008, NVRM entered into a Master Repurchase Agreement with U.S. Bank
National Association, as Agent and representative of itself as a Buyer, and the other Buyers (the
Repurchase Agreement). The Repurchase Agreement replaced NVRMs warehouse credit facility. The
Repurchase Agreement provides for loan purchases up to $110,000, subject to certain sublimits. In
addition, the Repurchase Agreement provides for an accordion feature under which NVRM may request
that the aggregate commitments under the Repurchase
Agreement be increased to an amount up to $150,000. The Repurchase Agreement is used to fund
NVRMs mortgage origination activities, under which $75,381 was outstanding at March 31, 2009. As
of March 31, 2009, the borrowing base limitation reduced the amount available to us for borrowing
to approximately $95,000. The Repurchase Agreement expires on August 4, 2009. Advances under the
Repurchase Agreement carry a Pricing Rate based on the Libor Rate plus the Libor Margin, or at
NVRMs option, the Balance Funded Rate, as these terms are defined in the Repurchase Agreement.
The average Pricing Rate on outstanding balances at March 31, 2009 was 2.1%. The Repurchase
Agreement contains various affirmative and negative covenants. The negative covenants include
among others, certain limitations on transactions involving acquisitions, mergers, the incurrence
of debt, sale of assets and creation of liens upon any of its Mortgage Notes. Additional covenants
include (i) a tangible net worth requirement, (ii) a minimum tangible net worth ratio, (iii) a
minimum net income requirement, and (iv) a minimum liquidity requirement, all of which we were
compliant with at March 31, 2009.
29
On April 3, 2009 we repurchased $27,950 of our outstanding 5% Senior Notes due June 15, 2010
(Notes) on the open market at par, reducing the Notes balance to $135,370.
In addition to funding growth in our homebuilding and mortgage operations, we
historically have used a substantial portion of our excess liquidity to repurchase outstanding
shares of our common stock in the open market and in privately negotiated transactions. This
ongoing repurchase activity is conducted pursuant to publicly announced Board authorizations,
and is typically executed in accordance with the safe harbor provisions of Rule 10b-18 under
the Securities Exchange Act of 1934, as amended. In addition, the Board resolutions
authorizing us to repurchase shares of our common stock specifically prohibit us from
purchasing shares from our officers, directors, Profit Sharing/401K Plan Trust or Employee
Stock Ownership Plan Trust. We believe the repurchase program assists us in accomplishing our
primary objective, increasing shareholder value. To date we have not repurchased any shares
of our common stock during 2009. We expect to continue to repurchase shares of our common
stock from time to time subject to market conditions and available excess liquidity. See Part
II, Item 2 for further discussion.
We believe that internally generated cash and borrowings available under credit facilities
will be sufficient to satisfy near and long term cash requirements for working capital in both our
homebuilding and mortgage banking operations.
Critical Accounting Policies
General
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. We continually evaluate the estimates we use to prepare
the consolidated financial statements, and update those estimates as necessary. In general, our
estimates are based on historical experience, on information from third party professionals, and
other various assumptions that are believed to be reasonable under the facts and circumstances.
Actual results could differ materially from those estimates made by management.
Variable Interest Entities
Revised Financial Interpretation No. 46 (FIN 46R), Consolidation of Variable Interest
Entities", requires the primary beneficiary of a variable interest entity to consolidate that
entity in its financial statements. The primary beneficiary of a variable interest entity is
the party that absorbs a majority of the variable interest entitys expected losses, receives a
majority of the entitys expected residual returns, or both, as a result of ownership,
contractual, or other financial interests in the entity. Expected losses are the expected
negative variability in the fair value of an entitys net assets exclusive of its variable
interests, and expected residual returns are the expected positive variability in the fair
value of an entitys net assets, exclusive of its variable interests.
Forward contracts, such as the fixed price purchase agreements utilized by us to acquire
finished lot inventory, are deemed to be variable interests under FIN 46R. Therefore, the
development entities with which we enter fixed price purchase agreements are examined under FIN
46R for possible consolidation by us, including certain joint venture limited liability
corporations (LLCs) utilized by us to acquire finished lots on a limited basis. We have
developed a methodology to determine whether we, or, conversely, the owner(s) of the applicable
development entity, are the primary beneficiary of a development entity. The methodology used
to evaluate our primary beneficiary status requires substantial management judgment and
estimates. These judgments and estimates involve assigning probabilities to various estimated
cash flow possibilities relative to the development entitys expected profits and losses and
the cash flows associated with changes in the fair value of finished lots under contract.
Although we believe that our accounting policy is designed to properly assess our primary
beneficiary status relative to our involvement
with the development entities from which we acquire finished lots, changes to the
probabilities and the cash flow possibilities used in our evaluation could produce widely
different conclusions regarding whether we are or are not a development entitys primary
beneficiary, possibly resulting in additional, or fewer, development entities being
consolidated on our financial statements. See Note 2 to the accompanying condensed
consolidated financial statements for further information.
30
Homebuilding Inventory
The carrying value of inventory is stated at the lower of cost or market value. Cost of
lots and completed and uncompleted housing units represent the accumulated actual cost of the
units. Field construction supervisors salaries and related direct overhead expenses are
included in inventory costs. Interest costs are not capitalized into inventory. Upon
settlement, the cost of the unit is expensed on a specific identification basis. Cost of
manufacturing materials is determined on a first-in, first-out basis.
Sold inventory is evaluated for impairment based on the contractual selling price compared
to the total estimated cost to construct. Unsold inventory is evaluated for impairment by
analyzing recent comparable sales prices within the applicable community compared to the costs
incurred to date plus the expected costs to complete. Any calculated impairments are recorded
immediately.
Contract Land Deposits
We purchase finished lots under fixed price purchase agreements that require deposits that
may be forfeited if we fail to perform under the contract. The deposits are in the form of
cash or letters of credit in varying amounts and represent a percentage of the aggregate
purchase price of the finished lots.
We maintain an allowance for losses on contract land deposits that reflects our judgment of
the present loss exposure in the existing contract land deposit portfolio at the end of the
reporting period. To analyze contract land deposit impairments, we utilize a SFAS No. 5,
Accounting for Contingencies, loss contingency analysis that is conducted each quarter. In
addition to considering market and economic conditions, we assess contract land deposit impairments
on a community-by-community basis pursuant to the purchase contract terms, analyzing, as
applicable, current sales absorption levels, recent sales gross profit, the dollar differential
between the contractual purchase price and the current market price for lots, a developers
financial stability, a developers financial ability or willingness to reduce lot prices to current
market prices, and the contracts default status by either us or the developer along with an
analysis of the expected outcome of any such default.
Our analysis is focused on whether we can sell houses profitably in a particular community in
the current market with which we are faced. Because we dont own the finished lots on which we had
placed a contract land deposit, if the above analysis leads to a determination that we cant sell
homes profitably at the current contractual lot price, we then determine whether we will elect to
default under the contract, forfeit our deposit and terminate the contract, or whether we will
attempt to restructure the lot purchase contract, which may require us to forfeit the deposit to
obtain contract concessions from a developer. We also assess whether an impairment is present due
to collectibility issues resulting from a developers non-performance because of financial or other
conditions.
Although we consider the allowance for losses on contract land deposits reflected on the
March 31, 2009 balance sheet to be adequate (see Note 3 to the accompanying condensed
consolidated financial statements), there can be no assurance that this allowance will prove to
be adequate over time to cover losses due to unanticipated adverse changes in the economy or
other events adversely affecting specific markets or the homebuilding industry.
31
Intangible Assets
Reorganization value in excess of identifiable assets (excess reorganization value) is an
indefinite life intangible asset that was created upon our emergence from bankruptcy on September
30, 1993. Based on the allocation of our reorganization value in conformity with the procedures
specified by Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code, issued by the American Institute of Certified Public Accountants, the portion
of the our reorganization value which was not attributed to specific tangible or intangible assets
has been reported as excess reorganization value, which is treated similarly to goodwill. Excess
reorganization value is not subject to amortization pursuant to SFAS No. 142, Goodwill and Other
Intangible Assets. Rather, excess reorganization value is subject to an impairment assessment on
an annual basis or more frequently if changes in events or circumstances indicate that impairment
may have occurred. Because excess reorganization value was based on the reorganization value of
our entire enterprise upon bankruptcy emergence, the impairment assessment is conducted on an
enterprise basis based on the comparison of our total equity compared to the market value of our
outstanding publicly-traded common stock. We do not believe that excess reorganization value is
impaired at this time. However, changes in strategy or continued adverse changes in market
conditions could impact this judgment and require an impairment loss to be recognized if our book
value, including excess reorganization value, exceeds the fair value.
Warranty/Product Liability Accruals
Warranty and product liability accruals are established to provide for estimated future
costs as a result of construction and product defects, product recalls and litigation
incidental to our business. Liability estimates are determined based on our judgment
considering such factors as historical experience, the likely current cost of corrective
action, manufacturers and subcontractors participation in sharing the cost of corrective
action, consultations with third party experts such as engineers, and evaluations by our
General Counsel and outside counsel retained to handle specific product liability cases.
Although we consider the warranty and product liability accrual reflected on the March 31, 2009
balance sheet (see Note 9 to the accompanying condensed consolidated financial statements) to
be adequate, there can be no assurance that this accrual will prove to be adequate over time to
cover losses due to increased costs for material and labor, the inability or refusal of
manufacturers or subcontractors to financially participate in corrective action, unanticipated
adverse legal settlements, or other unanticipated changes to the assumptions used to estimate
the warranty and product liability accrual.
Stock Option Expense
SFAS No. 123R, Share-Based Payment (SFAS No. 123R), requires us to recognize within our
income statement compensation costs related to our stock based compensation plans. The costs
recognized are based on the grant date fair value. Compensation cost for option grants is
recognized on a straight-line basis over the requisite service period for the entire award
(from the date of grant through the period of the last separately vesting portion of the
grant).
We calculate the fair value of our non-publicly traded, employee stock options using the
Black-Scholes option-pricing model. While the Black-Scholes model is a widely accepted method
to calculate the fair value of options, its results are dependent on input variables, two of
which, expected term and expected volatility, are significantly dependent on managements
judgment. We have concluded that our historical exercise experience is the best estimate of
future exercise patterns to determine an options expected term. To estimate expected
volatility, we analyze the historical volatility of our common stock. Changes in managements
judgment of the expected term and the expected volatility could have a material effect on the
grant-date fair value calculated and expensed within the income statement. In addition, we are
required to estimate future option forfeitures when considering the amount of stock-based
compensation costs to record. We have concluded that our historical forfeiture rate is the
best measure to estimate future forfeitures of granted stock options. However, there can be no
assurance that our future forfeiture rate will not be materially higher or lower than our
historical forfeiture rate, which would affect the aggregate cumulative compensation expense
recognized.
32
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes in our market risks during the three months ended March
31, 2009. For additional information regarding market risk, see our Annual Report on Form 10-K
for the year ended December 31, 2008.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the design and operation of
these disclosure controls and procedures were effective. There have been no changes in our
internal controls over financial reporting identified in connection with the evaluation referred
to above that have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1A. Risk Factors
Our business is affected by the risks generally incident to the residential construction
business, including, but not limited to:
|
|
|
the availability of mortgage financing; |
|
|
|
|
actual and expected direction of interest rates, which affect our costs, the
availability of construction financing, and long-term financing for potential
purchasers of homes; |
|
|
|
|
the availability of adequate land in desirable locations on favorable terms; |
|
|
|
|
unexpected changes in customer preferences; and |
|
|
|
|
changes in the national economy and in the local economies of the markets in which
we have operations. |
All of these risks are discussed in detail below.
The homebuilding industry is experiencing a significant downturn. The continuation of this
downturn could adversely affect our business and our results of operations.
The homebuilding industry has continued to experience a significant downturn as a result
of declining consumer confidence driven by an economic recession, affordability issues and
uncertainty as to the stability of home prices. Additionally, the tightening credit markets
have made it more difficult for customers to obtain financing to purchase homes. As a result,
we have experienced reduced demand for new homes, and we continue to experience an elevated
rate of sales contract cancellations. Our cancellation rate was approximately 23%, 21% and 19%
during 2008, 2007 and 2006, respectively. Our cancellation rate was 15% during the first
quarter of 2009, which approximates our long-term normalized historical cancellation rate;
however, that rate may not be indicative of the full year cancellation rate that we will
experience for 2009. These ongoing market factors have also resulted in pricing pressures and
in turn lower gross profit margins in most of our markets. A continued downturn in the
homebuilding industry could result in a material adverse effect on our sales, resulting in
fewer gross sales and/or higher cancellation rates, profitability, stock performance, ability
to service our debt obligations and future cash flows.
33
If the market value of our inventory or controlled lot position declines, our profit could decrease
and we may incur losses.
Inventory risk can be substantial for homebuilders. The market value of building lots and
housing inventories can fluctuate significantly as a result of changing market conditions. In
addition, inventory carrying costs can be significant and can result in losses in a poorly
performing project or market. We must, in the ordinary course of our business, continuously
seek and make acquisitions of lots for expansion into new markets as well as for replacement
and expansion within our current markets, which is accomplished by us entering fixed price
purchase agreements and paying forfeitable deposits under the purchase agreement to developers
for the contractual right to acquire the lots. In the event of further adverse changes in
economic or market conditions, we may cease further building activities in communities or
restructure existing purchase agreements, resulting in forfeiture of some or all of any
remaining land contract deposit paid to the developer. Either action may result in a loss
which could have a material adverse effect on our profitability, stock performance, ability to
service our debt obligations and future cash flows.
Because almost all of our customers require mortgage financing, the availability of suitable
mortgage financing could impair the affordability of our homes, lower demand for our products, and
limit our ability to fully deliver our backlog.
Our business and earnings depend on the ability of our potential customers to obtain
mortgages for the purchase of our homes. In addition, many of our potential customers must
sell their existing homes in order to buy a home from us. The tightening of credit standards
and the availability of suitable mortgage financing could prevent customers from buying our
homes and could prevent buyers of our customers homes from obtaining mortgages they need to
complete that purchase, both of which could result in our potential customers inability to buy
a home from us. If our potential customers or the buyers of our customers current homes are
not able to obtain suitable financing, the result could have a material adverse effect on our
sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
If our ability to sell mortgages to investors is impaired, we may be required to fund these
commitments ourselves, or may not be able to originate loans at all.
Our mortgage segment sells all of the loans it originates into the secondary market
usually within 30 days from the date of closing, and has up to approximately $110 million
available in a repurchase agreement to fund mortgage closings. In the event that disruptions to
the secondary markets similar to those which occurred during 2007 and 2008 continue to tighten
or eliminate the available liquidity within the secondary markets for mortgage loans, or the
underwriting requirements by our secondary market investors continue to become more stringent,
our ability to sell future mortgages could decline and we could be required, among other
things, to fund our commitments to our buyers with our own financial resources, which is
limited, or require our home buyers to find another source of financing. In addition,
government-sponsored enterprises, principally FNMA and FHLMC, play a significant role in buying
home mortgages and creating investment securities that they either sell to investors or hold in
their portfolios. These organizations provide liquidity to the secondary mortgage market. The
effects of the government takeover of FNMA and FHLMC are not yet certain and may restrict or
curtail their activities and further disrupt the secondary markets. The result of such
secondary market disruption could have a material adverse effect on our sales, profitability,
stock performance, ability to service our debt obligations and future cash flows.
34
Interest rate movements, inflation and other economic factors can negatively impact our business.
High rates of inflation generally affect the homebuilding industry adversely because of
their adverse impact on interest rates. High interest rates not only increase the cost of
borrowed funds to homebuilders but also have a significant effect on housing demand and on the
affordability of permanent mortgage financing to prospective purchasers. We are also subject
to potential volatility in the price of commodities that impact costs of materials used in our
homebuilding business. Increases in prevailing interest rates could have a material adverse
effect on our sales, profitability, stock performance, ability to service our debt obligations
and future cash flows.
Our financial results also are affected by the risks generally incident to our mortgage
banking business, including interest rate levels, the impact of government regulation on
mortgage loan originations and servicing and the need to issue forward commitments to fund and
sell mortgage loans. Our homebuilding customers account for almost all of our mortgage banking
business. The volume of our continuing homebuilding operations therefore affects our mortgage
banking business.
Our mortgage banking business also is affected by interest rate fluctuations. We also may
experience marketing losses resulting from daily increases in interest rates to the extent we
are unable to match interest rates and amounts on loans we have committed to originate with
forward commitments from third parties to purchase such loans. Increases in interest rates may
have a material adverse effect on our mortgage banking revenue, profitability, stock
performance, ability to service our debt obligations and future cash flows.
Our operations may also be adversely affected by other economic factors within our markets
such as negative changes in employment levels, job growth, and consumer confidence and availability
of mortgage financing, one or all of which could result in reduced demand or price depression from
current levels. Such negative trends could have a material adverse effect on homebuilding
operations.
These factors and thus, the homebuilding business, have at times in the past been cyclical
in nature. Any downturn in the national economy or the local economies of the markets in which
we operate could have a material adverse effect on our sales, profitability, stock performance
and ability to service our debt obligations. In particular, approximately 38% of our home
settlements during 2009 occurred in the Washington, D.C. and Baltimore, MD metropolitan areas,
which accounted for 49% of our homebuilding revenues in 2009. Thus, we are dependent to a
significant extent on the economy and demand for housing in those areas.
Our inability to secure and control an adequate inventory of lots could adversely impact our
operations.
The results of our homebuilding operations are dependent upon our continuing ability to
control an adequate number of homebuilding lots in desirable locations. There can be no
assurance that an adequate supply of building lots will continue to be available to us on terms
similar to those available in the past, or that we will not be required to devote a greater
amount of capital to controlling building lots than we have historically. An insufficient
supply of building lots in one or more of our markets, an inability of our developers to
deliver finished lots in a timely fashion due to their inability to secure financing to fund
development activities or for other reasons, or our inability to purchase or finance building
lots on reasonable terms could have a material adverse effect on our sales, profitability,
stock performance, ability to service our debt obligations and future cash flows.
Volatility in the credit and capital markets may impact our ability to access necessary
financing.
Our homebuilding operations are dependent in part on the availability and cost of working
capital financing, and may be adversely affected by a shortage or an increase in the cost of
such financing. If we require working capital greater than that provided by our operations and
our credit facility, we may be required to seek to increase the amount available under the
facility or to obtain alternative financing. No assurance can be given that additional or
replacement financing will be available on terms that are favorable or acceptable. Moreover,
issues involving liquidity and capital adequacy affecting our lenders
could in turn affect our ability to fully access our available credit facilities. In addition,
the credit and capital markets are experiencing significant volatility that is difficult to
predict. If we are required to seek alternative financing to fund our working capital
requirements, continued volatility in these markets may restrict our flexibility to access
financing. If we are at any time unsuccessful in obtaining sufficient capital to fund our
planned homebuilding expenditures, we may experience a substantial delay in the completion of
any homes then under construction, or we may be unable to control or purchase finished building
lots. Any delay could result in cost increases and could have a material adverse effect on our
sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
35
Our mortgage banking operations are dependent on the availability, cost and other terms of
mortgage financing facilities, and may be adversely affected by any shortage or increased cost
of such financing. No assurance can be given that any additional or replacement financing will
be available on terms that are favorable or acceptable. Our mortgage banking operations are
also dependent upon the securitization market for mortgage-backed securities, and could be
materially adversely affected by any fluctuation or downturn in such market.
Our current indebtedness may impact our future operations.
Our existing indebtedness contains financial and other restrictive covenants and any
future indebtedness may also contain covenants. These covenants include limitations on our
ability, and the ability of our subsidiaries, to incur additional indebtedness, pay cash
dividends and make distributions, make loans and investments, enter into transactions with
affiliates, effect certain asset sales, incur certain liens, merge or consolidate with any
other person, or transfer all or substantially all of our properties and assets. Substantial
losses by us or other action or inaction by us or our subsidiaries could result in the
violation of one or more of these covenants which could result in decreased liquidity or a
default on our indebtedness, thereby having a material adverse effect on our sales,
profitability, stock performance, ability to service our debt obligations and future cash
flows.
Government regulations and environmental matters could negatively affect our operations.
We are subject to various local, state and federal statutes, ordinances, rules and
regulations concerning zoning, building design, construction and similar matters, including
local regulations that impose restrictive zoning and density requirements in order to limit the
number of homes that can eventually be built within the boundaries of a particular area. These
regulations may further increase the cost to produce and market our products. In addition, we
have from time to time been subject to, and may also be subject in the future to, periodic
delays in our homebuilding projects due to building moratoriums in the areas in which we
operate. Changes in regulations that restrict homebuilding activities in one or more of our
principal markets could have a material adverse effect on our sales, profitability, stock
performance, ability to service our debt obligations and future cash flows.
We are also subject to a variety of local, state and federal statutes, ordinances, rules
and regulations concerning the protection of health and the environment. We are subject to a
variety of environmental conditions that can affect our business and our homebuilding projects.
The particular environmental laws that apply to any given homebuilding site vary greatly
according to the location and environmental condition of the site and the present and former
uses of the site and adjoining properties. Environmental laws and conditions may result in
delays, cause us to incur substantial compliance and other costs, or prohibit or severely
restrict homebuilding activity in certain environmentally sensitive regions or areas, thereby
adversely affecting our sales, profitability, stock performance, ability to service our debt
obligations and future cash flows.
We are an approved seller/servicer of FNMA, GNMA, FHLMC, FHA and VA mortgage loans, and
are subject to all of those agencies rules and regulations. Any significant impairment of our
eligibility to sell/service these loans could have a material adverse impact on our mortgage
operations. In addition, we are subject to regulation at the state and federal level with
respect to specific origination, selling and servicing practices including the Real Estate
Settlement and Protection Act. Adverse changes in governmental regulation may have a negative
impact on our mortgage loan origination business.
36
In addition, in November 2008, the United States Department of Housing and Urban
Development (HUD) published a final rule amending its Real Estate Settlement and Protection
Act (RESPA) regulations. The rule, among other things, revised the definition of required
use, the result of which is the prohibition of homebuilding companies with affiliated mortgage
companies from offering discounts to their customers if those customers use the affiliated
mortgage company. The provision of the rule was originally scheduled to be effective January
16, 2009. However in January 2009, HUD issued a final rule delaying the effective date until
April 16, 2009 due to litigation surrounding the revised definition of required use. In
March 2009, HUD again delayed the effective date until July 16, 2009. If the revised
definition of required use is adopted by HUD as currently proposed, it could have a material
adverse impact on our mortgage banking operations, including its financial results and its
capture rate.
We face competition in our housing and mortgage banking operations.
The homebuilding industry is highly competitive. We compete with numerous homebuilders of
varying size, ranging from local to national in scope, some of whom have greater financial
resources than we do. We face competition:
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for suitable and desirable lots at acceptable prices; |
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from selling incentives offered by competing builders within and across
developments; and |
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from the existing home resale market. |
Our homebuilding operations compete primarily on the basis of price, location, design,
quality, service and reputation.
The mortgage banking industry is also competitive. Our main competition comes from
national, regional and local mortgage bankers, thrifts, banks and mortgage brokers in each of
these markets. Our mortgage banking operations compete primarily on the basis of customer
service, variety of products offered, interest rates offered, prices of ancillary services and
relative financing availability and costs.
There can be no assurance that we will continue to compete successfully in our homebuilding or
mortgage banking operations. An inability to effectively compete may have an adverse impact on our
sales, profitability, stock performance, ability to service our debt obligations and future cash
flows.
A shortage of building materials or labor, or increases in materials or labor costs may adversely
impact our operations.
The homebuilding business has from time to time experienced building material and labor
shortages, including shortages in insulation, drywall, certain carpentry work and concrete, as
well as fluctuating lumber prices and supply. In addition, high employment levels and strong
construction market conditions could restrict the labor force available to our subcontractors
and us in one or more of our markets. Significant increases in costs resulting from these
shortages, or delays in construction of homes, could have a material adverse effect upon our
sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
Product liability litigation and warranty claims may adversely impact our operations.
Construction defect and home warranty claims are common and can represent a substantial
risk for the homebuilding industry. The cost of insuring against construction defect and
product liability claims, as well as the claims themselves, can be high. In addition,
insurance companies limit coverage offered to protect against these claims. Further
restrictions on coverage availability, or significant increases in premium costs or claims,
could have a material adverse effect on our financial results.
37
We are subject to litigation proceedings that could harm our business if an unfavorable ruling were
to occur.
From time to time, we may become involved in litigation and other legal proceedings relating
to claims arising from our operations in the normal course of business. As described in Part I,
Item 3, Legal Proceedings of our Annual Report on Form 10-K for the fiscal year ended December
31, 2008, we are currently subject to certain legal proceedings. Litigation is subject to inherent
uncertainties, and unfavorable rulings may occur. We cannot assure you that these or other
litigation or legal proceedings will not materially affect our ability to conduct our business in
the manner that we expect or otherwise adversely affect us should an unfavorable ruling occur.
Changes in tax laws or the interpretation of tax laws may negatively affect our operating results.
The effects of possible changes in the tax laws or changes in their interpretation could
have a material negative impact on our financial results.
Certain of our net deferred tax assets could be substantially limited if we experience an ownership
change as defined in the Internal Revenue Code.
Certain of our net deferred tax assets give rise to built-in losses (BILs). Our ability to
utilize BILs and to offset our future taxable income and/or to recover previously paid taxes would
be limited if we were to undergo an ownership change within the meaning of Section 382 of the
Internal Revenue Code, which we refer to as the Code. In general, an ownership change occurs
whenever the percentage of the stock of a corporation owned by 5-percent shareholders (within the
meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest
percentage of the stock of such corporation owned by such 5-percent shareholders at any time over
the preceding three years.
An ownership change under Section 382 of the Code would establish an annual limitation on the
amount of BILs we could utilize to offset our taxable income in any single taxable year to an
amount equal to (i) the product of a specified rate, which is published by the U.S. Treasury, and
the aggregate value of our outstanding stock plus (ii) the amount of unutilized limitation from
prior years. The application of these limitations might prevent full utilization of the deferred
tax assets attributable to our BILs. We do not believe we have experienced an ownership change as
defined by Section 382 and, therefore, we do not believe the BILs are subject to any Section 382
limitation. However, whether a change in ownership occurs in the future is largely outside of our
control, and there can be no assurance that such a change will not occur.
Weather-related and other events beyond our control may adversely impact our operations.
Extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest
fires, floods, terrorist attacks or war, may affect our markets, our operations and our
profitability. These events may impact our physical facilities or those of our suppliers or
subcontractors, causing us material increases in costs, or delays in construction of homes,
which could have a material adverse effect upon our sales, profitability, stock performance,
ability to service our debt obligations and future cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We had one repurchase authorization outstanding during the quarter ended March 31, 2009.
On July 31, 2007 (July Authorization), we publicly announced the board of directors approval
for us to repurchase up to an aggregate of $300 million of our common stock in one or more open
market and/or privately negotiated transactions. The July Authorization does not have an
expiration date. We did not repurchase any shares of our common stock during the first quarter
of 2009. We have $226.3 million available under the July Authorization as of March 31, 2009.
38
Item 4. Submission of Matters to a Vote of Security Holders
We held our Annual Meeting of Shareholders on May 5, 2009. There were 5,709,599 shares of
NVR, Inc. common stock eligible to vote at the 2009 Annual Meeting. The following are the matters
voted upon at the Annual Meeting and the results of the votes on such matters:
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Votes |
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Votes For |
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Against |
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Abstentions |
1. Election of three directors to serve
three-year terms: |
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Timothy M. Donahue |
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5,153,800 |
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55,773 |
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166,916 |
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William A. Moran |
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4,705,065 |
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507,284 |
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164,140 |
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Alfred E. Festa |
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5,156,678 |
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51,951 |
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167,860 |
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Votes |
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Votes For |
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Against |
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Abstentions |
2. Election of one director to serve
a two-year term: |
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W. Grady Rosier |
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5,143,423 |
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65,210 |
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167,856 |
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C. E. Andrews, Robert C. Butler, Manuel H. Johnson, David A. Preiser, Dwight C. Schar, John M.
Toups and Paul W. Whetsell continued as directors after the Annual Meeting.
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Votes For |
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Against |
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Abstentions |
3. Ratification of appointment of
KPMG LLP as independent
registered
public accountants for NVR
for 2009 |
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5,187,676 |
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24,544 |
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164,269 |
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The shareholder proponent who had submitted a proposal to require our named executive
officers to hold 75% of their equity compensation until at least two years following termination
of employment submitted a letter to us dated April 29, 2009 withdrawing the proposal and did not
appear at the Annual Meeting to present the proposal for a shareholder vote. Had the proposal
been presented at the Annual Meeting, management held proxies to vote 3,435,721 shares, or
approximately 70% of the shares voting on the proposal by proxy, against the shareholder
proposal.
39
Item 6. Exhibits
(a) Exhibits:
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10.1 |
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Employee Stock Ownership Plan of NVR, Inc. Filed herewith. |
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31.1 |
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Certification of NVRs Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
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31.2 |
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Certification of NVRs Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
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32 |
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Certification of NVRs Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith. |
40
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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May 11, 2009 |
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NVR, Inc. |
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By:
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/s/ Dennis M. Seremet
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Dennis M. Seremet |
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Senior Vice President, Chief Financial Officer
and Treasurer |
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41
Exhibit Index
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Exhibit |
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Number |
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Description |
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10.1
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Employee Stock Ownership Plan of NVR, Inc. Filed herewith. |
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31.1
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Certification of NVRs Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
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31.2
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Certification of NVRs Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
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32
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Certification of NVRs Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith. |
42