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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from                      to                     
Commission file number 1-12378
NVR, Inc.
 
(Exact name of registrant as specified in its charter)
     
Virginia   54-1394360
     
(State or other jurisdiction of incorporation or organization)   (IRS employer identification number)
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class
  Name of each exchange on which registered
 
   
Common stock, par value $0.01 per share
  New York Stock Exchange
5% Senior Notes due 2010
  New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
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):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 29, 2007, the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was $3,354,186,383.
As of February 18, 2008 there were 5,261,167 total shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of NVR, Inc. to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to April 29, 2008 are incorporated by reference into Part III of this report.
 
 

 


 

INDEX
             
        Page
 
           
PART I
           
 
           
Item 1.
  Business     2  
Item 1A.
  Risk Factors     6  
Item 1B.
  Unresolved Staff Comments     11  
Item 2.
  Properties     11  
Item 3.
  Legal Proceedings     11  
Item 4.
  Submission of Matters to a Vote of Security Holders     12  
 
  Executive Officers of the Registrant     12  
 
           
PART II
           
 
           
Item 5.
  Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     13  
Item 6.
  Selected Financial Data     15  
Item 7.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     16  
Item 7A.
  Quantitative and Qualitative Disclosure About Market Risk     35  
Item 8.
  Financial Statements and Supplementary Data     37  
Item 9.
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     37  
Item 9A.
  Controls and Procedures     37  
Item 9B.
  Other Information     37  
 
           
PART III
           
 
           
Item 10.
  Directors, Executive Officers, and Corporate Governance     38  
Item 11.
  Executive Compensation     38  
Item 12.
  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     38  
Item 13.
  Certain Relationships and Related Transactions, and Director Independence     39  
Item 14.
  Principal Accountant Fees and Services     39  
 
           
PART IV
           
 
           
Item 15.
  Exhibits and Financial Statement Schedules     39  

1


 

PART I
Item 1. Business.
General
     NVR, Inc. (“NVR”) was formed in 1980 as NVHomes, Inc. Our primary business is the construction and sale of single-family detached homes, townhomes and condominium buildings. To fully serve our homebuilding customers, we also operate a mortgage banking business. We conduct our homebuilding activities directly, except for Rymarc Homes, which is operated as a wholly owned subsidiary. Our mortgage banking operations are operated primarily through a wholly owned subsidiary, NVR Mortgage Finance, Inc. (“NVRM”). Unless the context otherwise requires, references to “NVR”, “we”, “us” or “our” include NVR and its consolidated subsidiaries.
     We are one of the largest homebuilders in the United States. While we operate in multiple locations in twelve states, primarily in the eastern part of the United States, approximately 36% of our home settlements in 2007 occurred in the Washington, D.C. and Baltimore, MD metropolitan areas, which accounted for 49% of our 2007 homebuilding revenues. Our homebuilding operations include the construction and sale of single-family detached homes, townhomes and condominium buildings under four trade names: Ryan Homes, NVHomes, Fox Ridge Homes and Rymarc Homes. The Ryan Homes, Fox Ridge Homes, and Rymarc Homes products are marketed primarily to first-time homeowners and first-time move-up buyers. The Ryan Homes product is currently sold in twenty metropolitan areas located in Maryland, Virginia, West Virginia, Pennsylvania, New York, North Carolina, South Carolina, Ohio, New Jersey, Delaware and Kentucky. During 2007, Ryan Homes exited the Detroit, Michigan market. The Fox Ridge Homes product is sold solely in the Nashville, TN metropolitan area and the Rymarc Homes product is sold solely in the Columbia, South Carolina market. The NVHomes product is marketed primarily to move-up and upscale buyers and is sold in the Washington, D.C., Baltimore, MD, Philadelphia, PA and the Maryland Eastern Shore metropolitan areas. In 2007, our average price of a settled unit was approximately $373,000.
     We do not engage in the land development business. Instead, we acquire finished building lots at market prices from various development entities under fixed price purchase agreements (“purchase agreements”) that require deposits that may be forfeited if we fail to perform under the purchase agreement. The deposits required under the purchase agreements are in the form of cash or letters of credit in varying amounts and represent a percentage, typically ranging up to 10%, of the aggregate purchase price of the finished lots.
     Our lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. We may, at our option, choose for any reason and at any time not to perform under these purchase agreements by delivering notice of our intent not to acquire the finished lots under contract. Our 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 liquidating damage provision contained within the purchase agreements. We do not have any financial guarantees or completion obligations and we do not guarantee lot purchases on a specific performance basis under these purchase agreements. We generally seek to maintain control over a supply of lots believed to be suitable to meet our five-year business plan.
     On a very limited basis, we also obtain finished lots using joint venture limited liability corporations (“LLC’s”). All LLC’s are structured such that we are a non-controlling member and are at risk only for the amount we have invested. We are not a borrower, guarantor or obligor on any of the LLC’s debt. We enter into a standard fixed price purchase agreement to purchase lots from these LLC’s. At December 31, 2007, we had an aggregate investment totaling approximately $13 million in twelve separate LLC’s which controlled approximately 700 lots.

2


 

     In addition to building and selling homes, we provide a number of mortgage-related services through our mortgage banking operations. Through operations in each of our homebuilding markets, NVRM originates mortgage loans almost exclusively for our homebuyers. NVRM generates revenues primarily from origination fees, gains on sales of loans and title fees. NVRM sells all of the mortgage loans it closes into the secondary markets on a servicing released basis.
     Segment information for our homebuilding and mortgage banking businesses is included in Note 2 to the consolidated financial statements.
Current Business Environment
     Market conditions within the homebuilding industry continued to deteriorate throughout 2007. The slowdown which began in the second half of 2005 has been driven by declining consumer confidence, affordability issues and reduced demand for new homes. Additionally, instability within the credit markets in 2007 has placed additional pressures on affordability and demand for new homes. As demand for new homes has slowed, the industry has been faced with higher levels of new and existing home inventories. Each of these market factors has resulted in an extremely competitive sales environment and has forced us and our competitors to reduce prices and offer sales incentives. In turn, our home sales and profit margins have been negatively impacted from prior years. We expect the current challenging market conditions to continue in 2008. For additional information and analysis of recent trends in our operations and financial condition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.
Homebuilding
     Products
     We offer single-family detached homes, townhomes and condominium buildings with many different basic home designs. These home designs have a variety of elevations and numerous other options. Our homes combine traditional or colonial exterior designs with contemporary interior designs and amenities, generally include two to four bedrooms, and range from approximately 900 to 7,300 square feet. During 2007, the prices of our homes settled ranged from approximately $60,000 to $2,500,000 and averaged approximately $373,000. During 2006, our average price was approximately $398,000.
     Markets
     Our four reportable homebuilding segments operate in the following geographic regions:
         
 
  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
     Further discussion of settlements, new orders and backlog activity by homebuilding reportable segment for each of the last three years can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations (see Item 7 of this report).
     Backlog
     Backlog totaled 5,145 units and approximately $1.9 billion at December 31, 2007 compared to backlog of 6,388 units and approximately $2.6 billion at December 31, 2006. Our cancellation rate was approximately 21% during 2007. During 2006 and 2005, our cancellation rates were approximately 19% and 12%, respectively. We can provide no assurance that our historical cancellation rate is indicative of the actual cancellation rate that may occur in 2008, and our cancellation rate could continue to increase. See “Risk Factors” in Item 1A.

3


 

     Construction
     We utilize independent subcontractors under fixed price contracts to perform construction work on our homes. The subcontractors’ work is performed under the supervision of our employees who monitor quality control. We use many independent subcontractors in our various markets and we are not dependent on any single subcontractor or on a small number of subcontractors.
     Land Development
     We are not in the land development business. We purchase finished lots from various land developers under fixed price purchase agreements that require deposits that may be forfeited if we fail 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 represent a percentage, typically ranging up to 10%, of the aggregate purchase price of the finished lots. We are not dependent on any single developer or on a small number of developers.
     Sales and Marketing
     Our preferred marketing method is for customers to visit a furnished model home featuring many built-in options and a landscaped lot. The garages of these model homes are usually converted into temporary sales centers where alternative facades and floor plans are displayed and designs for other models are available for review. Sales representatives are compensated predominantly on a commission basis.
     Regulation
     We and our subcontractors must comply with various federal, state and local zoning, building, environmental, advertising and consumer credit statutes, rules and regulations, as well as other regulations and requirements in connection with our construction and sales activities. All of these regulations have increased the cost to produce and market our products, and in some instances, have delayed our developers’ abilities to deliver us finished lots. Counties and cities in which we build homes have at times declared moratoriums on the issuance of building permits and imposed other restrictions in the areas in which sewage treatment facilities and other public facilities do not reach minimum standards. To date, restrictive zoning laws and the imposition of moratoriums have not had a material adverse effect on our construction activities. However, in certain markets in which we operate, we believe that our growth has been hampered by the longer time periods necessary for our developers to obtain the necessary governmental approvals.
     Competition and Market Factors
     The housing industry is highly competitive. We compete with numerous homebuilders of varying size, ranging from local to national in scope, some of which have greater financial resources than we do. We also face competition from the home resale market. Our homebuilding operations compete primarily on the basis of price, location, design, quality, service and reputation. We historically have been one of the market leaders in each of the markets where we build homes.
     The housing industry is cyclical and is affected by consumer confidence levels, prevailing economic conditions and interest rates. Other factors that affect the housing industry and the demand for new homes include the availability and the cost of land, labor and materials; changes in consumer preferences; demographic trends; and the availability of mortgage finance programs. See “Risk Factors” in Item 1A.
     We are dependent upon building material suppliers for a continuous flow of raw materials. Whenever possible, we utilize standard products available from multiple sources. In the past, such raw materials have been generally available to us in adequate supply.

4


 

Mortgage Banking
     We provide a number of mortgage related services to our homebuilding customers through our mortgage banking operations. Our mortgage banking operations also include separate subsidiaries that broker title insurance and perform title searches in connection with mortgage loan closings for which they receive commissions and fees. Because NVRM originates mortgage loans almost exclusively for our homebuilding customers, NVRM is dependent on our homebuilding segment. In 2007, NVRM closed approximately 10,600 loans with an aggregate principal amount of approximately $3.2 billion as compared to 12,200 loans with an aggregate principal amount of approximately $3.9 billion in 2006.
     NVRM sells all of the mortgage loans it closes to investors in the secondary markets on a servicing released basis, typically within 30 days from the loan closing. NVRM is an approved seller/servicer for FNMA, GNMA, FHLMC, VA and FHA mortgage loans.
     Competition and Market Factors
     NVRM’s main competition comes from national, regional, and local mortgage bankers, mortgage brokers, thrifts and banks in each of these markets. NVRM competes primarily on the basis of customer service, variety of products offered, interest rates offered, prices of ancillary services and relative financing availability and costs.
     Regulation
     NVRM is an approved seller/servicer of FNMA, GNMA, FHLMC, FHA and VA mortgage loans, and is subject to all of those agencies’ rules and regulations. These rules and regulations restrict certain activities of NVRM. NVRM is currently eligible and expects to remain eligible to participate in such programs. In addition, NVRM is subject to regulation at the state and federal level with respect to specific origination, selling and servicing practices.
     Pipeline
     NVRM’s mortgage loans in process that have not closed (“Pipeline”) at December 31, 2007 and 2006, had an aggregate principal balance of $1.2 billion and $1.6 billion, respectively. Our cancellation rate was approximately 45% in 2007. During 2006 and 2005, our cancellation rates were approximately 35% and 27%, respectively. We can provide no assurance that the prior year cancellation rate is indicative of the actual cancellation rate that may occur in 2008, and our cancellation rate could continue to increase. See “Risk Factors” in Item 1A.
Employees
     At December 31, 2007, we employed 4,119 full-time persons, of whom 1,538 were officers and management personnel, 279 were technical and construction personnel, 818 were sales personnel, 640 were administrative personnel and 844 were engaged in various other service and labor activities. None of our employees are subject to a collective bargaining agreement and we have never experienced a work stoppage. We believe that our employee relations are good.

5


 

Available Information
     We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
     Our principal Internet website can be found at http://www.nvrinc.com. We make available free of charge on or through our website, access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC.
     Our website also includes a corporate governance section which contains our Corporate Governance Guidelines (which includes our Directors’ Independence Standards), Code of Ethics, Board of Directors’ Committee Charters for the Audit, Compensation, Corporate Governance, Nominating and Qualified Legal Compliance Committees, Policies and Procedures for the Consideration of Board of Director Candidates and Policies and Procedures on Security Holder Communications with the Board of Directors. Additionally, amendments to and waivers from a provision of the Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions will be disclosed on our website (of which there were none in 2007). On January 2, 2008, in connection with the transfer of the listing of our common stock to the New York Stock Exchange, we amended the Code of Ethics to include the following four topics that were not previously included in the Code of Ethics: (1) confidential, proprietary and inside information, (2) corporate opportunities, (3) competition and fair dealing, and (4) personal use or acquisition of company property and supplies. Previously, these topics were included in the NVR, Inc. Standards of Business Conduct, which are in addition to the Code of Ethics.
     In addition, you may request a copy of the foregoing filings (excluding exhibits), charters, guidelines and codes, and any waivers or amendments to such codes which are applicable to our executive officers, senior financial officers or directors, at no cost by writing to us at NVR, Inc., 11700 Plaza America Drive, Suite 500, Reston, VA 20190, Attention: Investor Relations Department or by telephoning us at (703) 956-4000.
Item 1A. Risk Factors.
Forward-Looking Statements
     Some of the statements in this Form 10-K, 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, NVR’s 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 NVR’s 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; the ability of NVR to integrate any acquired business; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which NVR has little or no control.

6


 

RISK FACTORS
     Our business is affected by the risks generally incident to the residential construction business, including, but not limited to:
    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, affordability issues and uncertainty as to the stability of home prices. As a result, we have experienced reduced demand for new homes. These 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, profitability, stock performance, ability to service our debt obligations and future cash flows.
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 accounted for almost all of our mortgage banking business in 2007. 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.

7


 

     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 36% of our home settlements during 2007 occurred in the Washington, D.C. and Baltimore, MD metropolitan areas, which accounted for 49% of our 2007 homebuilding revenues. 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, 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.
If the market value of our inventory or controlled lot position declines, our profit could decrease.
     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 significant 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. We may also dispose of certain subdivision inventories on a bulk or other basis. 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 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 $125 million available in an annually renewable warehouse credit facility to fund mortgage closings. In the event that disruptions to the secondary markets similar to those which occurred during 2007 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. 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.

8


 

Our current indebtedness may impact our future operations and 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. 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. 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.
     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.
     Our mortgage banking operations are dependent on the availability, cost and other terms of mortgage warehouse financing, 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.
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. 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.

9


 

     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. Adverse changes in governmental regulation may have a negative impact on our mortgage loan origination business.
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:
    for suitable and desirable lots at acceptable prices;
 
    from selling incentives offered by competing builders within and across developments; and
 
    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 available, or significant increases in premium costs or claims, could have a material adverse effect on our financial results.
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 operating results.

10


 

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 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
     Our corporate offices are located in Reston, Virginia, where we currently lease approximately 61,000 square feet of office space, of which approximately 9,800 square feet we have subleased to a third party. The current corporate office lease expires in April 2015.
     In connection with the operation of the homebuilding segment, we lease manufacturing facilities in the following six locations: Thurmont, Maryland; Burlington County, New Jersey; Farmington, New York; Kings Mountain, North Carolina; Darlington, Pennsylvania; and Portland, Tennessee. These facilities range in size from approximately 40,000 square feet to 400,000 square feet and combined total approximately 1,000,000 square feet of manufacturing space. All of our manufacturing facilities are leased. Each of these leases contains various options for extensions of the lease and for the purchase of the facility. The Portland lease expires in 2009. The Thurmont and Farmington leases expire in 2014, and the Kings Mountain and Burlington County leases expire in 2023 and 2024, respectively. The Darlington lease expires in 2025.
     We also, in connection with both our homebuilding and mortgage banking businesses, lease office space in multiple locations for homebuilding divisional offices and mortgage banking and title services branches under leases expiring at various times through 2014, none of which are individually material to our business. We anticipate that, upon expiration of existing leases, we will be able to renew them or obtain comparable facilities on acceptable terms.
Item 3. Legal Proceedings.
     On July 18, 2007, former employees filed lawsuits against us in the Court of Common Pleas in Allegheny County, Pennsylvania and Hamilton County, Ohio, in the 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 we incorrectly classified our 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. The suits were filed as purported class actions. The class of individuals that any of the lawsuits purport to represent has not been certified. We intend to vigorously defend these actions, as we believe that our compensation practices in regard to sales and marketing representatives are entirely lawful. Our position is strongly supported by two letter rulings that the United States Department of Labor issued in January 2007, in accordance with the DOL’s mandate to interpret federal wage and hour laws. The two courts to most recently consider similar claims against other homebuilders have adopted the DOL’s position that sales and marketing representatives were properly classified as exempt from overtime wages. Because we are unable to determine the likelihood of an unfavorable outcome of this case, or the amount of damages, if any, we have not recorded any associated liabilities in our consolidated balance sheet.

11


 

     In 2006 and 2005, we received requests for information pursuant to Section 308(a) of the Clean Water Act (the “Act”) from Regions 3 and 4 of the United States Environmental Protection Agency (the “EPA”). The requests sought information regarding our storm water management discharge practices in North Carolina, Pennsylvania, Maryland and Virginia during the homebuilding construction process. We have provided the EPA with information in response to each of its requests. Additionally, in 2005, the EPA notified us of alleged storm water management violations under the Act at a homebuilding site in Pennsylvania, and that we may potentially be subject to administrative fines of up to $157,000 for the alleged violations. We have completed our building activity at the homebuilding site alleged to be in violation. We cannot predict the outcome of the EPA’s review of our storm water management practices. Further, it is not known at this time whether the EPA will seek to take legal action or impose penalties in connection with the alleged violation at the construction site in Pennsylvania, thus we have not recorded any associated liabilities in our consolidated balance sheet.
     On April 16, 2007, a lawsuit was filed by one of our customers against us in the United States District Court for the Western District of Pennsylvania alleging that we violated Section 8 of the Real Estate Settlement and Protection Act. The complaint sought treble damages, interest, injunctive and declaratory relief, attorney fees and other expenses. The lawsuit was filed as a purported class action. In January 2008, the suit was settled for a nominal amount and dismissed in its entirety.
     We 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 our financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
     No matters were submitted to a vote of security holders during the quarter ended December 31, 2007.
Executive Officers of the Registrant
         
Name   Age   Positions
Dwight C. Schar
  66   Chairman of the Board of NVR
Paul C. Saville
  52   President and Chief Executive Officer of NVR
William J. Inman
  60   President of NVRM
Dennis M. Seremet
  52   Senior Vice President, Chief Financial Officer and Treasurer of NVR
Robert W. Henley
  41   Vice President and Controller of NVR
Dwight C. Schar has been Chairman of the Board since September 30, 1993. Mr. Schar also served as our President and Chief Executive Officer from September 30, 1993 through June 30, 2005.
Paul C. Saville was named President and Chief Executive Officer of NVR, effective July 1, 2005. Prior to July 1, 2005, Mr. Saville had served as Senior Vice President Finance, Chief Financial Officer and Treasurer of NVR since September 30, 1993 and Executive Vice President from January 1, 2002 through June 30, 2005.
William J. Inman has been President of NVRM since January 1992.
Dennis M. Seremet was named Vice President, Chief Financial Officer and Treasurer of NVR, effective July 1, 2005 and Senior Vice President effective December 14, 2007. Prior to July 1, 2005, Mr. Seremet had been Vice President and Controller of NVR since April 1, 1995.
Robert W. Henley was named Vice President and Controller of NVR effective July 1, 2005. Prior to July 1, 2005, Mr. Henley served as Manager of SEC Reporting from 1995 through 2000. In 2000, Mr. Henley was appointed to the position of Assistant Controller.

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PART II
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
     Our shares of common stock are listed and principally traded on the New York Stock Exchange effective January 2, 2008. Prior to that date, our shares of common stock were listed and principally traded on the American Stock Exchange (“AMEX”). The following table sets forth the high and low closing prices per share for our common stock on the AMEX for each fiscal quarter during the years ended December 31, 2007 and 2006:
                 
    HIGH   LOW
Prices per Share:
               
 
               
2007:
               
Fourth Quarter
  $ 560.50     $ 413.50  
Third Quarter
  $ 718.00     $ 450.25  
Second Quarter
  $ 842.00     $ 665.50  
First Quarter
  $ 732.50     $ 592.75  
 
               
2006:
               
Fourth Quarter
  $ 672.00     $ 517.00  
Third Quarter
  $ 586.00     $ 394.00  
Second Quarter
  $ 842.98     $ 486.00  
First Quarter
  $ 822.88     $ 706.50  
     As of the close of business on February 18, 2008, there were 404 shareholders of record.
     We have never paid a cash dividend on our shares of common stock. Our bank indebtedness contains certain restrictive covenants, which limit our ability to pay cash dividends on our common stock. See further discussion of the restrictive covenants in the Liquidity section of Part II, Item 7 of the Form 10-K.
     We had one repurchase authorization outstanding during the quarter ended December 31, 2007. 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 fourth quarter of 2007. We have $226.3 million available under the July Authorization as of December 31, 2007.

13


 

Stock Performance Graph
COMPARISON OF CUMULATIVE TOTAL EQUITYHOLDER RETURN ON EQUITY
     The following chart graphs our performance in the form of cumulative total return to holders of our Common Stock since December 31, 2002 in comparison to the Dow/Home Construction Index and the Dow Jones Industrial Index for that same period. The Dow/Home Construction Index is comprised of NVR, Inc., Pulte Homes, Inc., Beazer Homes USA, Inc., Ryland Group, Inc., Centex Corp., KB Home, Champion Enterprises, Inc., Lennar Corp., DR Horton, Inc., MDC Holdings, Inc., Hovnanian Enterprises, Inc., Standard Pacific Corp., Meritage Homes Corp. and Toll Brothers, Inc.
(PERFORMANCE GRAPH)
(a) Assumes that $100 was invested in NVR stock and the indices on December 31, 2002.

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Item 6. Selected Financial Data.
          (dollars in thousands, except per share amounts)
     The following tables set forth selected consolidated financial data. The selected income statement and balance sheet data have been extracted from our consolidated financial statements for each of the periods presented and is not necessarily indicative of results of future operations. The selected financial data should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and related notes included elsewhere in this report.
                                         
    Year Ended December 31,
    2007   2006   2005   2004   2003
Consolidated Income Statement Data:
                                       
Homebuilding data:
                                       
Revenues
  $ 5,048,187     $ 6,036,236     $ 5,177,743     $ 4,247,503     $ 3,600,917  
Gross profit
    821,128       1,334,971       1,439,713       1,091,217       889,056  
 
                                       
Mortgage Banking data:
                                       
Mortgage banking fees
    81,155       97,888       84,604       72,219       76,647  
Interest income
    4,900       7,704       5,014       4,249       5,198  
Interest expense
    681       2,805       1,759       1,088       1,293  
Consolidated data:
                                       
Income from continuing operations (1)
  $ 333,955     $ 587,412     $ 697,559     $ 523,204     $ 419,791  
Income from continuing operations per diluted share (2)
  $ 54.14     $ 88.05     $ 89.61     $ 66.42     $ 48.39  
                                         
    December 31,
    2007   2006   2005   2004   2003
Consolidated Balance Sheet Data:
                                       
Homebuilding inventory
  $ 688,854     $ 733,616     $ 793,975     $ 588,540     $ 523,773  
Contract land deposits, net
    188,528       402,170       517,241       362,990       268,463  
Total assets
    2,194,416       2,473,808       2,237,669       1,755,998       1,347,136  
Notes and loans payable
    286,283       356,632       463,141       213,803       257,859  
Shareholders’ equity
    1,129,375       1,152,074       677,162       834,995       494,868  
Cash dividends per share
                             
 
(1)   Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R), Share-Based Payment, pursuant to which we recognized $11,669 and $37,982 of stock-based compensation costs, net of tax, during 2007 and 2006, respectively. The 2007 stock-based compensation amount is net of approximately $19,200 of stock-based compensation expense, net of tax, that we reversed based on our determination that the performance metric related to certain outstanding stock options will not be met. The periods prior to 2006 presented above do not include any stock-based compensation expense.
 
(2)   For the years ended December 31, 2007, 2006, 2005, 2004 and 2003, income from continuing operations per diluted share was computed based on 6,167,795; 6,671,571; 7,784,382; 7,876,869; and 8,674,363 shares, respectively, which represents the weighted average number of shares and share equivalents outstanding for each year.

15


 

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(dollars in thousands, except per share data)
Results of Operations for the Years Ended December 31, 2007, 2006, and 2005
Overview
Business
     Our primary business is the construction and sale of single-family detached homes, townhomes and condominium buildings. To fully serve our homebuilding customers, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature supply-constrained markets. Additionally, we generally grow our business through market share gains in our existing markets and by expanding into markets contiguous to our current active markets. Our four homebuilding reportable segments consist of the following regions:
     
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 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 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 we believe contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets.
     Because we are not active in the land development business, our continued success is contingent upon our ability to control an adequate supply of finished lots 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 building lots at market prices from various development entities under 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 that this lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and development. As of December 31, 2007, we controlled approximately 67,600 lots with deposits in cash and letters of credit totaling approximately $329,000 and $9,000, respectively. Included in the number of controlled lots are approximately 17,100 lots for which we have recorded a contract land deposit impairment reserve of approximately $133,700 as of December 31, 2007. See Note 1 to the consolidated financial statements included herein for additional information regarding contract land deposits.

16


 

Overview of Current Business Environment
     The current home sales environment remains challenging, characterized by an increase in the number of existing and new homes available for sale, declining homebuyer confidence, affordability issues and a more restrictive mortgage lending environment. The mortgage market changed significantly during 2007 due to the turmoil in the credit markets. It became more difficult for our customers to obtain mortgage financing, especially for customers seeking sub-prime or jumbo mortgage products. In addition, some of our markets have been designated as “declining markets” by certain lenders, thereby increasing the downpayment required to obtain a mortgage loan. This in turn has further reduced affordability. Market conditions deteriorated throughout 2007, exerting downward pressure on both new orders and on selling prices. Selling prices in most of our markets have also been negatively impacted as many homebuilders have reduced prices in an effort to reduce new home inventories. As a result of these deteriorating market conditions, new orders for 2007 were down 7% from the prior year and we experienced an increase in our cancellation rate to 21% in 2007 from 19% in 2006. In addition, we experienced an increase in cancellation rates in the fourth quarter of 2007 to 32% from 20% in the fourth quarter of 2006. Cancellation rates were the highest in our Mid-Atlantic segment, where they increased to 25% for the year ended 2007 from 23% in 2006, and for the fourth quarter increased to 37% in 2007 from 25% in the fourth quarter of 2006. Additionally, prevailing market conditions exerted downward pressure on selling prices, and in response, we increased incentives to homebuyers and reduced prices in many of our markets. These pricing pressures led to a 7% decrease in the average selling price for new orders in 2007 as compared to 2006. Average selling prices for the six-month period ended December 31, 2007 were down 11% from the same period in 2006. Average selling prices were down in each of our market segments for the year except for the South East segment where average selling prices increased approximately 10% year over year and were higher by 4% for the six-month period ended December 31, 2007 as compared to the same period in 2006.
     Throughout 2007, we have continued to work with our developers to reduce lot purchase prices to current market values and/or to defer scheduled lot purchases to coincide with our slower than expected sales pace. In communities where we are unsuccessful in negotiating necessary adjustments to the purchase agreements to meet current market prices, we may exit the community and forfeit our deposit. During 2007, we incurred contract land deposit impairment charges of approximately $261,800 from such actual or expected terminations, or from restructured purchase agreements where we forfeited the deposit. In 2006, contract land deposit impairment charges totaled approximately $173,800. As noted above, as of December 31, 2007 we had a reserve of approximately $133,700 on outstanding contract land deposits related to approximately 17,100 lots. These lots are included in the total number of lots controlled mentioned above. The total number of lots controlled at December 31, 2007 is down 24% from approximately 88,500 lots at December 31, 2006 due to the termination of certain purchase agreements and a reduced pace of entering into new lot purchase agreements due to uncertainties within the homebuilding market and its impact on the market value of land.
     Consolidated revenues for 2007 decreased 16% to $5,129,342 from $6,134,124 in 2006. Net income for 2007 was $333,955, $54.14 per diluted share, compared to net income of $587,412, $88.05 per diluted share, a 43% decrease in net income and a 39% decrease in diluted earnings per share. Gross profit margins within our homebuilding business decreased to 16.3% in 2007 from 22.1% in 2006. Gross profit margins have been negatively impacted by the aforementioned lower selling prices and increased incentives and continue to trend lower. Additionally, gross profit margins were negatively impacted by the contract land deposit impairment charges in 2007 as discussed above.
     As a result of our current year performance and our expectations that the market will remain challenging in 2008, we determined that is was improbable that we would achieve the performance metric related to 410,557 outstanding stock options. The performance metric requires aggregate diluted earnings per share for the years ended December 31, 2005 through December 31, 2008 to exceed $339.00 per share. This determination resulted in the reversal of approximately $31,500 of pre-tax stock-based compensation expense during the third quarter of 2007, which had been recognized in prior reporting periods, as follows: $28,450 in homebuilding general and administrative costs, $900 in homebuilding cost of sales and $2,150 in mortgage banking general and administrative costs. It is expected that none of the outstanding stock options that are subject to the performance metric will vest, and it is improbable that future stock-based compensation will be recognized for these options.
     Based on the current uncertainty in both the homebuilding and mortgage markets, we expect to see continued pricing pressures and in turn, continued pressure on gross profit margins in future periods. To offset these declining selling prices and customer affordability issues, we are aggressively working with our vendors to reduce material and labor costs incurred in the construction process, in addition to the focus on reducing lot costs as discussed above. Additionally, in many of our markets, we are providing house types at lower sales price points by reducing the square footage of the products offered and by providing fewer upgraded features as standard options. This provides homebuyers with a more affordable product and the option to upgrade only those features important to each particular buyer. In addition, we made further staffing reductions in 2007 to size our organization to meet expected sales activity levels for future periods. We continue to assess and adjust our staffing levels and organizational structure as conditions warrant.

17


 

Homebuilding Operations
     The following table summarizes the results of our consolidated homebuilding operations and certain operating activity for each of the last three years:
                         
    Year Ended December 31,
    2007   2006   2005
 
                       
Revenues
  $ 5,048,187     $ 6,036,236     $ 5,177,743  
Cost of sales
  $ 4,227,059     $ 4,701,265     $ 3,738,030  
Gross profit margin percentage
    16.3 %     22.1 %     27.8 %
Selling, general and administrative expenses
  $ 343,520     $ 432,319     $ 345,525  
Settlements (units)
    13,513       15,139       13,787  
Average settlement price
  $ 373.2     $ 398.2     $ 374.9  
New orders (units)
    12,270       13,217       14,653  
Average new order price
  $ 352.0     $ 377.4     $ 404.6  
Backlog (units)
    5,145       6,388       8,310  
Average backlog price
  $ 371.3     $ 412.4     $ 442.0  
Consolidated Homebuilding Revenues
     Homebuilding revenues for 2007 decreased 16% from 2006, primarily as a result of an 11% decrease in the number of homes settled and a 6% decrease in the average settlement price. These decreases were driven primarily by a 23% lower number of units in backlog and a 7% lower average price of units in backlog at the beginning of 2007 as compared to the beginning of 2006.
     Homebuilding revenues for 2006 increased 17% from 2005, primarily as a result of a 10% increase in the number of homes settled and a 6% increase in the average settlement price. Each of these increases was driven by a higher backlog at the beginning of 2006 as compared to the beginning of 2005. Beginning backlog units and dollars were 13% and 26% higher, respectively, year over year. Additionally, these increases in settlements were experienced year over year in each of our markets.
Consolidated Homebuilding New Orders
     The number of new orders for 2007 and the average selling price of new orders each decreased 7% when compared to 2006. The current challenging market conditions, which began to deteriorate in the second half of 2005, have led to an increase in cancellation rates year over year to 21% in 2007 from 19% in 2006 and in turn have negatively impacted new orders in 2007. Additionally, we noted a significant increase in the cancellation rates in the fourth quarter of 2007 to 32% from 20% in the fourth quarter of 2006. These increases in cancellation rates are driven by continued tightening of mortgage underwriting standards and financing availability which impacts not only our customers’ ability to secure financing for their new home purchase but also has impacted our customers’ ability to sell their existing homes leading to contract cancellations. Sales were also negatively impacted by a 14% reduction in the average number of active communities in 2007, down to 505 from 589 in 2006. 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 lot option contracts due to uncertainties within the homebuilding market and its impact on the market value of land.

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     The number of new orders for 2006 decreased 10% from 2005, and the value of new orders for 2006 decreased 16% to $4,988,137 from $5,928,815 in 2005. The decrease in new orders was attributable to lower sales absorption per community resulting from a more competitive sales environment in 2006 as compared to 2005. The average number of communities open during 2006 exceeded the number open during 2005 by 13%, while the average number of communities open during the fourth quarter of 2006 of 551 was down 6% from the same period in 2005. The decrease in the number of active communities in the fourth quarter was attributable to our review of our lot option deposit contracts and the subsequent exiting from certain communities which were no longer profitable.
Consolidated Homebuilding Gross Profit
     Gross profit margins declined to 16.3% in 2007 from 22.1% in 2006. Gross profit margins were negatively impacted in 2007 by lower selling prices created by the aforementioned difficult market conditions. Additionally, gross profit margins were negatively impacted by the contract land deposit impairment charges in 2007 of $261,800, or 519 basis points, as compared to $173,800 in 2006, or 288 basis points. We expect continued gross profit margin pressure over at least the next several quarters due to the current market conditions as previously discussed in the Overview section above.
     Gross profit margins declined to 22.1% in 2006 from 27.8% in 2005. Gross profit margins were negatively impacted by lower selling prices, contract land deposit impairment charges in 2006, and higher lot and certain commodity costs, excluding lumber. During 2006, we incurred contract land deposit impairment charges of approximately $173,800. These impairments lowered gross profit margins by 288 basis points. In 2005, contract land deposit impairment charges totaled approximately $12,600.
Consolidated Homebuilding Selling, General and Administrative (“SG&A”)
     SG&A expenses in 2007 decreased $88,799, or 21%, from 2006 and as a percentage of revenue, decreased to 6.8% in 2007 from 7.2% in 2006. The decrease in SG&A expenses is partially attributable to an approximate $36,300 decrease in personnel costs. This decrease resulted from a reduction in staffing levels to meet current and expected levels of sales activity and lower incentive compensation costs of approximately $9,200 year over year. In addition, SG&A costs were favorably impacted by a reduction of approximately $39,800 in stock-based compensation costs in 2007 as compared to 2006. As discussed in the Overview section above, during 2007 we determined that is was improbable that we would achieve the performance metric related to 410,557 outstanding stock options. This determination resulted in the reversal of approximately $28,450 in stock-based compensation. In addition, because it is expected that none of the outstanding stock options that are subject to the performance metric will vest, we did not record any additional compensation costs related to these options in the fourth quarter of 2007. SG&A costs were also favorably impacted by a reduction in marketing costs of approximately $10,000 in 2007 from 2006 due to the aforementioned 14% reduction in the average number of active communities in the current year.
     SG&A expense increased $86,794, or 25%, year over year and as a percentage of revenue increased to 7.2% in 2006 from 6.7% in 2005. The increase in SG&A expense was primarily attributable to the implementation of SFAS 123R in 2006, as a result of which we recognized approximately $53,000 in SG&A compensation costs related to outstanding stock options. We incurred no compensation costs for outstanding stock options in 2005. Additionally, SG&A costs were higher as a result of an approximate $29,500 increase in marketing costs attributable to an increase in the average number of active communities in 2006 as compared to 2005 and to increased marketing efforts required to compete in an increasingly competitive market.
Consolidated Homebuilding Backlog
     The net new order and settlement activity, as discussed above, resulted in a decrease in backlog units and dollars to 5,145 and $1,910,504, respectively, at December 31, 2007 compared to 6,388 units and $2,634,720, respectively, at December 31, 2006. The 27% decrease in backlog dollars was attributable to the 19% decrease in backlog units and an 11% decrease in the average price of new orders for the six-month period ended December 31, 2007 as compared to the same period in 2006.

19


 

     Backlog units and dollars were 6,388 and $2,634,720, respectively, at December 31, 2006 compared to backlog units of 8,310 and dollars of $3,673,221 at December 31, 2005. The decrease in backlog units was due primarily to a 17% decrease in the number of new orders for the six-month period ended December 31, 2006 as compared to the same period ended December 31, 2005, coupled with a 10% increase in the number of homes settled in 2006 as compared to 2005. The 28% decrease in backlog dollars was attributable to the 23% decrease in backlog units and a 10% decrease in the average price of new orders for the six-month period ended December 31, 2006 as compared to the same period in 2005.
Reportable Homebuilding Segments
     Homebuilding profit before tax includes all revenues and income generated from the sale of homes, less the cost of homes sold, SG&A expenses, and a corporate capital allocation charge determined at the corporate headquarters. The corporate capital allocation charge eliminates in consolidation, is based on the segment’s 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 Statement of Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise and Related Information) to determine whether the operating segment’s 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 generally charged to the operating segment upon the determination to terminate a lot purchase agreement with the developer, or to restructure a purchase agreement resulting in the forfeiture of the deposit. The following tables summarize certain homebuilding operating activity by reportable segment for each of the last three years:
                         
    Year Ended December 31,
    2007   2006   2005
Mid Atlantic:
                       
Revenues
  $ 3,099,053     $ 3,825,960     $ 3,235,053  
Settlements (units)
    6,634       7,491       6,735  
Average settlement price
  $ 467.0     $ 510.4     $ 479.9  
New Orders (units)
    5,695       6,182       7,327  
Average new order price
  $ 436.5     $ 479.6     $ 526.9  
Backlog (units)
    2,726       3,665       4,974  
Average backlog price
  $ 447.2     $ 499.7     $ 541.0  
Gross profit margin
  $ 547,757     $ 979,362     $ 1,096,565  
Gross profit margin percentage
    17.67 %     25.60 %     33.90 %
Segment profit
  $ 296,049     $ 687,904     $ 863,210  
 
                       
North East:
                       
Revenues
  $ 433,631     $ 657,338     $ 533,662  
Settlements (units)
    1,247       1,682       1,390  
Average settlement price
  $ 347.7     $ 390.7     $ 383.9  
New Orders (units)
    1,212       1,438       1,459  
Average new order price
  $ 338.7     $ 371.4     $ 400.1  
Backlog (units)
    505       540       784  
Average backlog price
  $ 338.8     $ 359.6     $ 404.7  
Gross profit margin
  $ 57,860     $ 120,531     $ 114,365  
Gross profit margin percentage
    13.34 %     18.34 %     21.43 %
Segment profit
  $ 12,618     $ 64,246     $ 66,944  

20


 

                         
    Year Ended December 31,
    2007   2006   2005
Mid East:
                       
Revenues
  $ 860,139     $ 965,626     $ 944,070  
Settlements (units)
    3,321       3,571       3,404  
Average settlement price
  $ 257.7     $ 268.8     $ 275.6  
New Orders (units)
    3,160       3,244       3,544  
Average new order price
  $ 248.2     $ 267.7     $ 274.2  
Backlog (units)
    1,113       1,274       1,601  
Average backlog price
  $ 245.4     $ 270.6     $ 271.5  
Gross profit margin
  $ 155,738     $ 160,494     $ 178,114  
Gross profit margin percentage
    18.11 %     16.62 %     18.87 %
Segment profit
  $ 80,969     $ 69,911     $ 95,190  
 
                       
South East:
                       
Revenues
  $ 655,364     $ 587,312     $ 464,958  
Settlements (units)
    2,311       2,395       2,258  
Average settlement price
  $ 283.6     $ 245.2     $ 205.9  
New Orders (units)
    2,203       2,353       2,323  
Average new order price
  $ 290.0     $ 263.9     $ 220.6  
Backlog (units)
    801       909       951  
Average backlog price
  $ 308.6       290.7     $ 242.4  
Gross profit margin
  $ 144,254     $ 129,127     $ 92,348  
Gross profit margin percentage
    22.01 %     21.99 %     19.86 %
Segment profit
  $ 89,785     $ 79,948     $ 52,199  
Mid Atlantic
2007 versus 2006
     The Mid Atlantic segment had an approximate $391,900, or 57%, decrease in segment profit year over year. Revenues decreased 19% as a result of an 11% decrease in the number of units settled and a 9% decrease in the average settlement price. The decrease in units settled is attributable to a 26% lower backlog unit balance at the beginning of the 2007 as compared to the beginning of 2006, offset partially by a higher backlog turnover rate year over year. The decrease in the average settlement price is attributable to an 8% lower average price of homes in beginning backlog year over year. The segment’s gross profit margin percentage declined in 2007 to 17.7% from 25.6% in 2006, negatively impacted by the 9% decrease in average settlement prices and current market conditions which resulted in the write-off of approximately $154,000 in contract land deposits in 2007 as compared to approximately $126,000 in impairment charges in 2006.
     Segment new orders were down 8% in 2007 from 2006 and the average selling price declined by 9%. New orders in the Washington, D.C. and Baltimore, MD sub-markets declined 12% and 6%, respectively. These declines were primarily the result of a competitive selling environment driven by a market which continued to deteriorate throughout 2007. This market continues to be confronted by high levels of new and existing home inventories and tighter credit markets. As discussed above in the Overview section, the mortgage market turmoil in 2007 has impacted the availability of jumbo mortgage products which represented approximately 39% of all mortgages closed in the Washington, D.C. sub-market within this segment. These market conditions have put significant downward pressure on selling prices and contributed to higher levels of cancellations within these markets. Cancellation rates for the Mid Atlantic segment increased to 25% in 2007 from 23% in 2006, with the highest cancellation rates occurring in the Washington, D.C. sub-market where the cancellation rates increased to 31% in 2007 from 29% in 2006. Additionally, cancellation rates in the Washington, D.C. sub-market increased in the fourth quarter of 2007 to 46% as compared to 34% in the fourth quarter of 2006. The net new order and settlement activity for 2007 resulted in a 26% decrease in backlog units at December 31, 2007 as compared to the same period in 2006. Backlog dollars decreased 33% year over year due to the decrease in backlog units and additionally, to a 12% decrease in the average selling price for new orders for the six-month period ended December 31, 2007 as compared to the same period in 2006.

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2006 versus 2005
     The Mid Atlantic segment had an approximate $175,000, or 20%, decrease in segment profit year over year. Revenues increased 18% as a result of an 11% increase in the number of units settled and a 6% increase in the average settlement price. We experienced increased home settlements year over year in each of the markets within the Mid Atlantic segment. Settlements were up 25% in the Baltimore, MD sub-market from the prior year as several of the development delays experienced in 2005 were resolved. The segment’s gross profit margin percentage declined in 2006 to 25.6% from 33.9% in 2005 as a result of the deteriorating market conditions which resulted in the write-off of $126,000 in contract land deposits for the year and higher lot and certain other commodity costs. Segment profits were also negatively impacted by an increase in SG&A expenses of approximately $34,300, primarily as a result of a $27,200 increase in selling and marketing costs. The increase in selling and marketing costs was attributable to a 15% increase in the average number of active communities to 277 in 2006 from 240 in 2005 in addition to increased marketing efforts required to compete in an increasingly competitive market. In addition, G&A personnel costs were higher by $4,800 year over year.
     Segment new orders were down 16% in 2006 from 2005 and the average selling price declined by 9%. New orders in the Washington, D.C. and Baltimore, MD sub-markets declined 23% and 16%, respectively. These declines were primarily the result of an increasingly competitive selling environment driven by affordability issues, declining homebuyer confidence and higher levels of new and existing home inventories. New orders within the segment were also negatively impacted by the increase in cancellations. Cancellation rates for the Mid Atlantic segment increased to 23% in 2006 from 12% in 2005, with the highest cancellation rates occurring in the Washington, D.C. sub-market where the cancellation rate increased to 29% in 2006 from 14% in 2005. Backlog units and dollars were down 26% and 32%, respectively, at December 31, 2006 from the same period in 2005. The decrease in backlog units was driven primarily by a decrease in new orders, coupled with the 11% increase in settlements year over year. The decrease in backlog dollars is due primarily to the decrease in backlog units and additionally, to a 15% decrease in the average selling price for new orders for the six-month period ended December 31, 2006 as compared to the same period in 2005.
North East
2007 versus 2006
     The North East segment had an approximate $51,600, or 80%, decrease in segment profit year over year. Revenues for the same period decreased 34%, or approximately $223,700, primarily as a result of a 26% decrease in the number of units settled and an 11% decrease in the average settlement price. The decrease in units settled is attributable to a 31% lower backlog unit balance at the beginning of the 2007 as compared to the beginning of 2006. The decrease in the average settlement price is attributable to an 11% lower average price of homes in beginning backlog year over year. The segment’s gross profit margin percentage decreased to 13.3% in 2007 from 18.3% in 2006. Segment gross profit margins were negatively impacted by the lower average settlement prices year over year and by contract land deposit write-offs totaling approximately $13,600 in 2007 as compared to approximately $10,000 in 2006.
     Segment new orders were down 16% year over year and the average selling price for new orders decreased 9%, as a result of continued pricing pressures in this difficult selling environment. New orders have also been negatively impacted by an increase in the cancellation rate in the segment to 19% in 2007 from 13% in 2006. The net new order and settlement activity for 2007 resulted in a 7% decrease in backlog units at December 31, 2007 as compared to December 31, 2006. Backlog dollars decreased 12% year over year due to the decrease in backlog units and to a 10% decrease in the average selling price for new orders for the six-month period ended December 31, 2007 as compared to the same period in 2006.

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2006 versus 2005
     The North East segment had an approximate $2,700, or 4%, decrease in segment profit year over year, while revenues for the same periods increased 23%, or approximately $123,700. Revenues increased primarily as a result of a 21% increase in the number of units settled. The segment’s gross profit margin percentage decreased to 18.3% in 2006 from 21.4% in 2005. Segment gross profit margins were negatively impacted by contract land deposit write-offs totaling approximately $10,000 in 2006, and higher lot and certain other commodity costs. Segment profits were also negatively impacted by an approximate $3,100 increase in selling and marketing costs attributable to a 29% increase in the average number of active communities open for sale during 2006 as compared to 2005. New orders remained flat from the prior year, while the average selling price for new orders decreased 7% as a result of a more competitive selling environment within the segment. Backlog units and dollars declined 31% and 39%, respectively, as a result of the increase in homes settled, coupled with a 14% decline in new orders for the six-month period ended December 31, 2006 compared to the same period in 2005.
Mid East
2007 versus 2006
     The Mid East segment had an approximate $11,100, or 16%, increase in segment profit year over year, despite a decrease in revenues for the segment of 11%, or approximately $105,500. The decrease in revenues is attributable to a 7% decrease in units settled year over year and a 4% decrease in the average settlement price. The segment’s gross profit margin percentage increased to 18.1% in 2007 from 16.6% in 2006. The increase in gross profit margins year over year is attributable to an approximate $8,000 favorable variance in operating costs within the segment due primarily to lower personnel costs. Gross profit margins were negatively impacted in each year by the write-off of contract land deposits of approximately $10,800 and $10,000 in 2007 and 2006, respectively. Segment profit was also favorably impacted by an approximate $7,000 decrease in marketing costs due to a 22% reduction in the average number of active communities within the segment in 2007 as compared to 2006.
     Segment new orders were down 3% year over year and the average selling price for new orders decreased 7%. New orders were negatively impacted by the aforementioned decrease in the number of active communities and by deteriorating market conditions throughout 2007, which led to declining new orders in each successive quarter in 2007. The net new order and settlement activity resulted in a 13% decrease in backlog units at December 31, 2007 as compared to December 31, 2006. Backlog dollars were down 21% year over year due to the decrease in backlog units, coupled with a 9% decrease in the average price on new orders for the six-month period ended December 31, 2007 as compared to the same period in 2006.
2006 versus 2005
     The Mid East segment had an approximate $25,300, or 27%, decrease in segment profit year over year. Revenues for the segment increased 2%, or approximately $21,600, due to a 5% increase in units settled year over year. Segment gross profit margin percentage declined to 16.6% in 2006 from 18.9% in 2005. Gross profit margins were negatively impacted by an approximate $10,000 write-off of contract land deposits in 2006. Segment profits were further negatively impacted by an increase of approximately $7,300 in selling, general and administrative costs. Selling and marketing costs increased approximately $3,400 in 2006 as a result of an 11% increase in the number of active communities open for sale in 2006 as compared to 2005. General and administrative costs increased primarily as a result of a $3,000 increase in wages year over year. New orders were down 9% for the year. This decline coupled with the aforementioned increase in settlements year over year resulted in a decrease in backlog units and dollars as of December 31, 2006 of 20% and 21%, respectively, as compared to the same period in 2005.

23


 

South East
2007 versus 2006
     The South East segment had an approximate $9,800, or 12% increase in segment profit year over year. Revenues for the segment increased approximately $68,100, or 12%, as a result of a 16% increase in the average settlement price, offset partially by a 4% decrease in the number of units settled. The increase in the average settlement price is attributable to a 20% higher average price of homes in beginning backlog for 2007 as compared to 2006. The higher value of homes in beginning backlog was attributable to favorable market conditions in the prior year which allowed us to increase sales prices, as well as a general shift in sales within the segment to a larger, higher priced product. The number of settlements is down primarily due to the 2007 beginning backlog being 4% lower than backlog at the beginning of 2006. Gross profit margin percentage for the segment in 2007 remained flat with 2006 at 22.0%.
     Segment new orders were down 6% year over year, while the average new order price for 2007 increased 10% from 2006. Although the South East segment was not as severely impacted by the adverse economic conditions experienced in our other reporting segments during the first half of 2007, the continued tightening in the credit markets and declining consumer confidence has contributed to increased downward pressure on selling prices and higher levels of cancellations within this segment. New orders were negatively impacted by a 37% decline in new orders in the fourth quarter of 2007 as compared to the same period in 2006, as market conditions grew more challenging within the South East segment. The cancellation rate in the fourth quarter of 2007 increased to 36% compared to 18% in the same period in 2006. In addition, the average selling price of new orders in the fourth quarter of 2007 was down 2% from the same period in 2006. We expect these challenging market conditions to continue to put downward pressure on new orders, average selling prices and gross profit margin percentages in 2008. The net new order and settlement activity for 2007 resulted in a 12% decrease in backlog units at December 31, 2007 as compared to December 31, 2006. Backlog dollars were down 6% at December 31, 2007 as compared the December 31, 2006 due to the lower backlog unit balance, offset partially by a 4% increase in the average sales price of new orders for the six-month period ended December 31, 2007 as compared to the same period in 2006.
2006 versus 2005
     The South East segment had an approximate $27,700, or 53%, increase in segment profit year over year. Revenues for the segment increased approximately $122,400, or 26%, as a result of a 19% increase in the average settlement price and a 6% increase in the number of units settled. Gross profit margin percentage for the segment increased to 22.0% in 2006 from 19.9% in 2005. The improved profit margins resulted primarily from favorable market conditions, which provided us the opportunity to increase prices within each of our markets within the segment. Backlog units were down 4% year over year due to the increase in the number of units settled coupled with a 3% decline in new orders for the six-month period ended December 31, 2006 as compared to new orders for the same period of 2005. Backlog dollars increased 15% as the 4% decline in backlog units was offset by a 19% increase in the average sales price of new orders for the six-month period ended December 31, 2006 as compared to the same period in 2005.
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 (which includes all management incentive compensation), stock option compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury, human resources, land acquisition, etc., are centrally performed and the costs are not allocated to the Company’s 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 Company’s 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 Company’s 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.

24


 

                         
    Year Ended December 31,  
    2007     2006     2005  
 
                       
Homebuilding Consolidated Gross Profit:
                       
Homebuilding Mid Atlantic
  $ 547,757     $ 979,362     $ 1,096,565  
Homebuilding North East
    57,860       120,531       114,365  
Homebuilding Mid East
    155,738       160,494       178,114  
Homebuilding South East
    144,254       129,127       92,348  
Consolidation adjustments and other (1)
    (84,481 )     (54,543 )     (41,679 )
 
                 
Consolidated homebuilding gross profit
  $ 821,128     $ 1,334,971     $ 1,439,713  
 
                 
 
                       
Homebuilding Consolidated Profit Before Tax:
                       
Homebuilding Mid Atlantic
  $ 296,049     $ 687,904     $ 863,210  
Homebuilding North East
    12,618       64,246       66,944  
Homebuilding Mid East
    80,969       69,911       95,190  
Homebuilding South East
    89,785       79,948       52,199  
Reconciling items:
                       
Contract land deposit impairments
    (79,002 )     (27,717 )     (9,950 )
Stock option expense (2)
    (13,542 )     (54,514 )      
Corporate capital allocation (3)
    152,363       184,908       149,247  
Unallocated corporate overhead (4)
    (69,975 )     (86,363 )     (105,364 )
Consolidation adjustments and other (5)
    28,842       (3,340 )     (11,670 )
Corporate interest expense
    (12,531 )     (17,145 )     (13,126 )
 
                 
Reconciling items sub-total
    6,155       (4,171 )     9,137  
 
                 
Homebuilding consolidated profit before taxes
  $ 485,576     $ 897,838     $ 1,086,680  
 
                 
 
(1)   The variances in 2007 compared to 2006 and 2006 compared to 2005 are due to year over year increases in contract land deposit impairments recorded at the corporate level of approximately $51,000 and $18,000, respectively, offset partially by changes in operating activity year to year.
 
(2)   The change in 2007 compared to 2006 is due to the reversal of stock-based compensation costs of $29,350 during the third quarter of 2007 (see Note 9 to the accompanying financial statements). The increase from 2005 to 2006 is due to the adoption of SFAS 123R at January 1, 2006.
 
(3)   This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The increase in the corporate capital allocation charge from 2005 to 2006, and the subsequent decrease from 2006 to 2007 are due to changes in segment asset balances in each of the respective years, due to fluctuations in operating activity year over year. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the years presented:
                         
    Year Ended December 31,  
    2007     2006     2005  
Homebuilding Mid Atlantic
  $ 106,032     $ 131,823     $ 101,794  
Homebuilding North East
    14,669       19,533       15,904  
Homebuilding Mid East
    17,381       21,235       21,126  
Homebuilding South East
    14,281       12,317       10,423  
 
                 
Total
  $ 152,363     $ 184,908     $ 149,247  
 
                 

25


 

 
(4)   The decreases in unallocated corporate overhead are 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 favorable variances from year-to-year are primarily due to increased interest income due to higher average cash balances and decreased operating activity.
Mortgage Banking Segment
     We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses almost exclusively on serving the homebuilding segment’s customer base. Following is a table of financial and statistical data for the years ended December 31, 2007, 2006 and 2005:
                         
    2007     2006     2005  
Loan closing volume:
                       
Total principal
  $ 3,225,324     $ 3,918,206     $ 3,388,118  
 
                 
 
                       
Loan volume mix:
                       
Adjustable rate mortgages
    17 %     37 %     46 %
 
                 
Fixed-rate mortgages
    83 %     63 %     54 %
 
                 
 
                       
Operating Profit:
                       
Segment Profit
  $ 54,576     $ 68,753     $ 57,739  
Stock option expense
    (647 )     (3,620 )      
 
                 
Mortgage banking income before tax
  $ 53,929     $ 65,133     $ 57,739  
 
                 
 
                       
Capture rate:
  $ 85 %     86 %     87 %
 
                 
 
                       
Mortgage Banking Fees:
                       
Net gain on sale of loans
  $ 60,128     $ 72,700     $ 62,279  
Title services
    20,304       24,081       21,072  
Servicing fees
    723       1,107       1,253  
 
                 
 
  $ 81,155     $ 97,888     $ 84,604  
 
                 
     Loan closing volume for the year ended December 31, 2007 decreased 18% from 2006. The 2007 decrease was primarily attributable to a 5% decrease in the average loan amount, and a year over year 13% decrease in the number of units closed. The decrease in the average loan amount reflects the aforementioned decrease in the homebuilding segment’s average settlement prices. The unit decrease for the year ended December 31, 2007 reflects a decrease in the number of settlements by the homebuilding segment and a 1% decrease in the percentage of loans closed for NVR’s homebuyers who obtain a mortgage to purchase the home (“Capture Rate”).
     Segment profit for the year ended December 31, 2007 decreased approximately $14,200 from 2006. The decrease was primarily due to a decrease in mortgage banking fees attributable to the aforementioned decrease in closed loan volume and a reduction in fees charged to customers to assist our selling efforts in the homebuilding segment. The decrease to mortgage banking fees was partially offset by an approximate $5,400 decrease in costs during 2007 related to the contractual repayment of loan sale income to investors for loans that were paid in full within a set number of days following the sale of the loan and an increase in the percentage of fixed rate loans in the product mix. Traditionally, fixed rate mortgages have been more profitable than adjustable rate mortgages. In the second half of 2006, with the change in interest rates, the rate differential between fixed rate and adjustable rate mortgages narrowed. As a result, we saw a shift to these more profitable products, which remained favorable throughout 2007.

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     As noted above, due to the continued earnings decline resulting from the deterioration in market conditions and our expectation that market conditions will not improve in the near term, the 2007 year-to-date NVRM results were also impacted by the determination that it is improbable that we will achieve the performance metric related to certain outstanding stock options. This determination resulted in the reversal of approximately $2,150 of pre-tax stock-based compensation costs recognized in prior periods.
     Loan closing volume for the year ended December 31, 2006 increased 16% from 2005. The 2006 increase was primarily attributable to a 7% increase in the average loan amount, and a year over year 8% increase in the number of units closed. The increase in the average loan amount reflects the aforementioned increase in the homebuilding segment’s average settlement prices. The unit increase for the year ended December 31, 2006 reflects an increase in the number of settlements by the homebuilding segment offset slightly by a 1% decrease in NVR’s capture rate.
     Segment profit for the year ended December 31, 2006 increased approximately $11,000 from 2005. The increase was primarily due to an increase in mortgage banking fees attributable to the aforementioned increase in closed loan volume and the product mix shift towards fixed rate mortgages. The increase to mortgage banking fees was net of an approximate $2,600 increase in costs during 2006 related to the contractual repayment of loan sale income to investors for loans that were paid in full within a set number of days following the sale of the loan.
     NVRM is dependent on our homebuilding segment’s customers for business. As sales and selling prices of the homebuilding segment decline, NVRM’s operations will also be adversely affected. In many cases, NVRM is reducing the fees charged to its borrowers 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 segment’s future results. In addition, the mortgage company’s operating results may be adversely affected in future periods due to the tightening credit markets. Specifically, secondary markets for non-conforming loans and loans where buyers put little or no money down on the home have experienced a substantial reduction in the number of investors willing to purchase such products. The decrease of secondary liquidity for these products has led to a tightening of credit standards and in turn, reduced the number of potential homebuyers, and thus the number of potential borrowers for the mortgage segment.
Seasonality
     Overall, we do not experience material seasonal fluctuations in sales, settlements or loan closings.
Effective Tax Rate
     Our consolidated effective tax rate in 2007, 2006 and 2005 was 38.1%, 39.0% and 39.0%, respectively. The lower effective tax rate in 2007 is primarily due to the favorable tax impact of the increased deduction for domestic production activities available to the Company under Internal Revenue Code Section 199, which was established by the American Jobs Creation Act of 2004.
Recent Accounting Pronouncements Pending Adoption
     In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position FAS 157-2 which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. We do not expect that the adoption of SFAS 157 will have a material impact on our financial statements.
     In November 2006, the FASB ratified EITF Issue No. 06-8, “Applicability of the Assessment of a Buyer’s Continuing Investment Under FASB Statement No. 66, Accounting for Sales of Real Estate, for Sales of Condominiums.” EITF 06-8 states that the adequacy of the buyer’s continuing investment under SFAS 66 should be assessed in determining whether to recognize profit under the percentage-of-completion method on the sale of individual units in a condominium project. This consensus could require that additional deposits be collected by developers of condominium projects that wish to recognize profit during the construction period under the percentage-of-completion method. EITF 06-8 is effective for us beginning January 1, 2008. We do not expect that the adoption of EITF 06-8 will have a material impact on our financial statements.

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     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS 159”). The statement permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for us beginning January 1, 2008. We do not expect the adoption of SFAS 159 to have a material impact on our financial statements.
     In November 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings” (“SAB 109”), which revises and rescinds portions of SAB 105, “Application of Accounting Principles to Loan Commitments.” SAB 109 states that the expected net future cash flows related to the associated servicing of a loan should be included in the measurements of all written loan commitments that are accounted for at fair value through earnings. The provisions of SAB 109 are applicable to written loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. We do not expect that the adoption of SAB 109 will have a material impact on our financial statements.
     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 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 parent’s 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. SFAS 160 clarifies that changes in a parent’s 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 160 also includes expanded disclosure requirements regarding the interests of the parent and its non controlling interests. SFAS 160 is effective for us beginning January 1, 2009. We are currently evaluating the impact of the adoption of SFAS 160.
     In December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) expands on the guidance of SFAS 141, extending its applicability to all transactions and other events in which an entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed and interests transferred as a result of business combinations. SFAS 141(R) expands on required disclosures to improve the statement users’ abilities to evaluate the nature and financial effects of business combinations. SFAS 141(R) is effective for any acquisitions made on or after January 1, 2009.
Liquidity and Capital Resources
Lines of Credit and Notes Payable
     Our homebuilding segment generally provides for its working capital cash requirements using cash generated from operations and a short-term unsecured working capital revolving credit facility (the “Facility”). The Facility provides for borrowings of 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) 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 $17,199 was outstanding at December 31, 2007. The Facility contains various affirmative and negative covenants. The negative covenants include among others, certain limitations on transactions involving the creation of guarantees, sale of assets, acquisitions, mergers, investments and land purchases. Additional covenants include (i) a minimum adjusted consolidated tangible net worth requirement, (ii) a maximum leverage ratio requirement, and (iii) an interest coverage ratio requirement. These covenants restrict the amount that we would be able to pay in dividends each year. We are also subject to borrowing base restrictions if our senior debt rating falls below investment grade. At December 31, 2007, we were in compliance with all covenants under the Facility and we have maintained our investment grade rating on our senior debt. Additionally, at December 31, 2007, there were no borrowing base limitations reducing the amount available to us for borrowings and we had no direct borrowings outstanding under the Facility.

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     NVR’s mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations as well as various short-term credit facilities. NVRM has available an annually renewable mortgage warehouse facility (the “Revolving Credit Agreement”) with an aggregate borrowing limit of $125,000. The Revolving Credit Agreement is used to fund NVRM’s mortgage origination activities, under which $83,463 was outstanding at December 31, 2007. As of December 31, 2007, the borrowing base limitation reduced the amount available to us for borrowing to approximately $101,000. The Revolving Credit Agreement expires in August 2008. The interest rate under the Revolving Credit Agreement is either: (i) LIBOR plus 1.0%, or (ii) 1.125% depending on whether NVRM provides compensating balances. The weighted average interest rate for amounts outstanding under the Revolving Credit Agreement was 4.5% during 2007. NVRM’s mortgage warehouse facility limits the ability of NVRM to transfer funds to NVR in the form of dividends, loans or advances. In addition, NVRM is required to maintain a minimum net worth of $14,000.
     On January 20, 1998, we filed a shelf registration statement with the Securities and Exchange Commission (“SEC”) for the issuance of up to $400,000 of debt securities (the “1998 Shelf Registration”). The 1998 Shelf Registration statement was declared effective on February 27, 1998 and provides that securities may be offered from time to time in one or more series, and in the form of senior or subordinated debt.
     On June 17, 2003, we completed an offering, at par, for $200,000 of 5% Senior Notes due 2010 (the “Notes”) under the 1998 Shelf Registration. The Notes mature on June 15, 2010 and bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The Notes are general unsecured obligations and rank equally in right of payment with all of our existing and future unsecured senior indebtedness and indebtedness under our working capital credit facility. The Notes are senior in right of payment to any future subordinated indebtedness that we may incur. We may redeem the Notes, in whole or in part, at any time upon not less than 30 nor more than 60 days notice at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, or (b) the discounted present value of the remaining scheduled payments of the Notes to be redeemed, plus, in each case, accrued and unpaid interest. Upon completion of the 2003 Notes offering, we had $55,000 remaining available for issuance under the 1998 Shelf Registration.
     On May 27, 2004, we filed a shelf registration statement (the “2004 Shelf Registration”) with the SEC to register up to $1,000,000 for future offer and sale of debt securities, common shares, preferred shares, depositary shares representing preferred shares and warrants. The SEC declared the 2004 Shelf Registration effective on June 15, 2004. NVR expects to use the proceeds received from future offerings issued under the 2004 Shelf Registration and the 1998 Shelf Registration for general corporate purposes. This discussion of our shelf registration capacity does not constitute an offer of any securities for sale.
Equity Repurchases
     In addition to funding growth in our homebuilding and mortgage banking operations, we historically have used a substantial portion of our excess liquidity to repurchase outstanding shares of our common stock in open market and 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 10(b)-18 of the Securities and 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. The repurchase program assists us in accomplishing our primary objective, creating increases in shareholder value. We did not repurchase any shares of our common stock during the fourth quarter of 2007. For the year ended December 31, 2007, we repurchased approximately 785,000 shares of our common stock at an aggregate purchase price of $507,472.

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Cash Flows
     As shown in the consolidated statement of cash flows for the year ended December 31, 2007, our operating activities provided cash of $558,766. Cash was provided primarily by homebuilding operations and a reduction in our homebuilding inventories of approximately $45,000 due to a reduction in the number of homes under construction at the end of 2007 as compared to the same period in 2006. Cash was also provided by an approximate $71,000 decrease in mortgage loans held for sale. The presentation of operating cash flows was reduced by approximately $69,000, which is the amount of the excess tax benefit realized from the exercise of stock options during the period and credited directly to additional paid in capital. As required by SFAS 123R, which we adopted effective January 1, 2006, excess tax benefits credited directly to additional-paid-in capital resulting from stock-based compensation must be presented as an operating cash outflow and a financing cash inflow.
     Net cash used for investing activities was $9,315 for the year ended December 31, 2007, and was used primarily for property and equipment purchases.
     Net cash used for financing activities was $441,361 for the year ended December 31, 2007. During 2007, we repurchased approximately 785,000 shares of our common stock at an aggregate purchase price of approximately $507,500 under our ongoing common stock repurchase program as discussed in the Equity Repurchases section above. We also reduced net borrowings under the mortgage warehouse facility by approximately $70,000. The presentation of financing cash flows was favorably impacted by approximately $68,000 of proceeds from the exercise of stock options and the realization of approximately $69,000 in excess income tax benefits from the exercise of stock options, which pursuant to SFAS 123R, must be reported as a financing cash inflow.
     At December 31, 2007, the homebuilding segment had restricted cash of $6,192, which relates to customer deposits on certain home sales.
     We believe that cash generated from operations and borrowings available under our credit facilities and the public debt markets will be sufficient to satisfy near and long term cash requirements for working capital and debt service in both our homebuilding and mortgage banking operations.
Off Balance Sheet Arrangements
Lot Acquisition Strategy
     We do not engage in the land development business. Instead, we acquire finished building lots at market prices from various development entities under fixed price purchase agreements that require deposits that may be forfeited if we fail 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 represent a percentage, typically ranging up to 10%, of the aggregate purchase price of the finished lots.
     We believe that our lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. We may, at our option, choose for any reason and at any time not to perform under these purchase agreements by delivering notice of our intent not to acquire the finished lots under contract. Our 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 liquidating damage provision contained within the purchase agreements. We do not have any financial guarantees or completion obligations and we do not guarantee lot purchases on a specific performance basis under these purchase agreements.

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     At December 31, 2007, we controlled approximately 67,600 lots with an aggregate purchase price of approximately $6,900,000, by making or committing to make deposits of approximately $405,000 in the form of cash and letters of credit. Our entire risk of loss pertaining to the aggregate $6,900,000 contractual commitment resulting from our non-performance under the contracts is limited to the $338,000 deposit paid, plus the additional $67,000 deposits referred to below. Of the $405,000 deposit total, approximately $329,000 in cash and approximately $9,000 in letters of credit have been issued as of December 31, 2007 and subsequent to December 31, 2007, we will pay $67,000 in additional deposits assuming that contractual development milestones are met by the developers (see Contractual Obligations section below). Please refer to Note 3 to the consolidated financial statements for a description of our lot acquisition strategy in relation to our accounting under FIN 46R, Consolidation of Variable Interest Entities.
Bonds and Letters of Credit
     We enter into bond or letter of credit arrangements with local municipalities, government agencies, or land developers to collateralize our obligations under various contracts. We had $31,341 of contingent obligations under such agreements as of December 31, 2007 (inclusive of the $9,000 of lot acquisition deposits in the form of letters of credit discussed above). We believe we will fulfill our obligations under the related contracts and do not anticipate any material losses under these bonds or letters of credit.
Mortgage Commitments and Forward Sales
     In the normal course of business, our 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 us. All mortgagors are evaluated for credit worthiness prior to the extension of the commitment. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, we enter 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 classified as derivatives. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives, and, accordingly, are marked to market through earnings. At December 31, 2007, there were contractual commitments to extend credit to borrowers aggregating approximately $144,000, and open forward delivery sale contracts aggregating approximately $239,000.
Contractual Obligations
     Our fixed, non-cancelable obligations as of December 31, 2007, were as follows:
                                         
    Payments due by period  
            Less than     1-3     3-5     More than  
    Total     1 year     years     years     5 years  
 
                                       
Debt (a)
  $ 308,463     $ 93,463     $ 215,000     $     $  
Capital leases (b)
    4,423       484       1,281       1,289       1,369  
Operating leases (c)
    99,864       26,660       33,068       15,295       24,841  
Purchase obligations (d)
    67,000       *       *       *       *  
Executive officer employment contracts (e)
    8,115       1,705       6,410              
Other long-term liabilities (f)
    31,403       28,410       2,993              
 
                             
Total
  $ 519,268     $ 150,722     $ 258,752     $ 16,584     $ 26,210  
 
                             

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(a)   Payments include interest payments due on the 5% Senior Notes due 2010. See Note 6 of the Notes to Consolidated Financial Statements for additional information regarding debt and related matters.
 
(b)   The present value of these obligations is included on the Consolidated Balance Sheets. See Note 6 of the Notes to the Consolidated Financial Statements for additional information regarding capital lease obligations.
 
(c)   See Note 10 of the Notes to Consolidated Financial Statements for additional information regarding operating leases.
 
(d)  (*)   Amounts represent required payments of forfeitable deposits with land developers under existing, fixed price purchase agreements, assuming that contractual development milestones are met by the developers. We expect to make all payments of these deposits within the next three years but due to the nature of the contractual development milestones that must be met, we are unable to accurately estimate the portion of the deposit obligation that will be made within one year and that portion that will be made within one to three years. In addition to the $67,000 to be paid pursuant to the prior discussion, as of December 31, 2007, we had capitalized forfeitable deposits for fixed price purchase agreements with developers totaling approximately $329,000, and outstanding letters of credit of approximately $9,000.
 
(e)   We have entered into employment agreements with four of our executive officers. Each of the agreements expires on January 1, 2011 and provides for payment of a minimum base salary, which may be increased at the discretion of the Compensation Committee of NVR’s Board of Directors (the “Compensation Committee”), and annual incentive compensation of up to 100% of base salary upon achievement of annual performance objectives established by the Compensation Committee. The agreements also provide for payment of severance benefits upon termination of employment, in amounts ranging from $0 to two times the executive officer’s then annual base salary, depending on the reason for termination, plus up to $60 in outplacement assistance. Accordingly, total payments under these agreements will vary based on length of service, any future increases to base salaries, annual incentive payments earned, and the reason for termination. The agreements have been reflected in the above table assuming the continued employment of the executive officers for the full term of the respective agreements, and at the executive officers’ current base salaries, with the exception of our Executive Chairman whose salary is included in the above table at $0 for 2008 and $1,500 thereafter. The above balances do not include any potential annual incentive compensation. The actual amounts paid could differ from that presented.
 
(f)   Amounts represent payments due under incentive compensation plans and are included on the Consolidated Balance Sheet, $3,400 of which is recorded in the Mortgage Banking accounts payable and other liabilities line item.
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 entity’s expected losses, receives a majority of the entity’s 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 entity’s net assets exclusive of its variable interests, and expected residual returns are the expected positive variability in the fair value of an entity’s net assets, exclusive of its variable interests.

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     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 (“LLC’s”) 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 entity’s 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 entity’s primary beneficiary, possibly resulting in additional, or fewer, development entities being consolidated on our financial statements. See Note 3 to the accompanying financial statements for further information.
     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. Recoverability and impairment, if any, is primarily evaluated by analyzing sales of comparable assets. We believe that our accounting policy is designed to properly assess the carrying value of homebuilding inventory.
     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 we believe is sufficient to provide for losses in the existing contract land deposit portfolio. The allowance reflects our judgment of the present loss exposure at the end of the reporting period, considering market and economic conditions, sales absorption and profitability within specific communities and terms of the various contracts. Although we consider the allowance for losses on contract land deposits reflected on the December 31, 2007 balance sheet to be adequate (see Note 1 to the accompanying 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.
     Intangible Assets
     Reorganization value in excess of identifiable assets (“excess reorganization value”), goodwill, and indefinite life intangible assets are not subject to amortization under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Rather, excess reorganization value, goodwill, and other intangible assets are subject to at least an annual assessment for impairment by applying a fair-value based test. We continually evaluate whether events and circumstances have occurred that indicate that the remaining value of excess reorganization value, goodwill, and other intangible assets may not be recoverable. We completed an assessment of impairment during the first and fourth quarters of 2007, and as of December 31, 2007, we believe that excess reorganization value, goodwill, and other intangible assets were not impaired. This conclusion is based on management’s judgment, considering such factors as our history of operating success, our well-recognized brand names, the significant positions held in the markets in which we operate and our expected future cash flows. However, changes in strategy or adverse changes in market conditions could impact this judgment and require an impairment loss to be recognized for the amount that the carrying value of excess reorganization value, goodwill, and/or other intangible assets exceeds their fair value.

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     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 December 31, 2007 balance sheet (see Note 10 to the accompanying 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, 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 “service-only” 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). Compensation cost for “performance condition” option grants is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (graded vesting attribution method), and if the performance condition is expected to be met.
     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 management’s judgment. We have concluded that our historical exercise experience is the best estimate of future exercise patterns to determine an option’s expected term. To estimate expected volatility, we analyze the historical volatility of our common stock. Changes in management’s 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.
     In addition, when recognizing stock based compensation cost related to “performance condition” option grants, we are required to make a determination as to whether the performance conditions will be met prior to the completion of the actual performance period. The performance metric requires our aggregate diluted earnings per share for the years ended December 31, 2005 through December 31, 2008 to exceed $339.00 per share. While we currently believe that this performance condition will not be satisfied, our future expected activity levels could cause us to make a different determination, resulting in the recognition of all compensation cost related to performance condition option grants that would otherwise have been recognized to date. Although we believe that the compensation costs recognized during the year ended December 31, 2007 are representative of the cumulative ratable amortization of the grant-date fair value of unvested options outstanding and expected to be exercised, changes to the estimated input values such as expected term and expected volatility and changes to the determination of whether performance condition grants will vest, could produce widely different fair values. See Notes 1 and 9 to the accompanying consolidated financial statements included herein for additional information on our adoption of SFAS 123R.

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Impact of Inflation, Changing Prices and Economic Conditions
     See Risk Factors included in Item 1A herein.
Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.
     Market risk is the risk of loss arising from adverse changes in market prices and interest rates. Our market risk arises from interest rate risk inherent in our financial instruments. Interest rate risk is the possibility that changes in interest rates will cause unfavorable changes in net income or in the value of interest rate-sensitive assets, liabilities and commitments. Lower interest rates tend to increase demand for mortgage loans for home purchasers, while higher interest rates make it more difficult for potential borrowers to purchase residential properties and to qualify for mortgage loans. We have no market rate sensitive instruments held for speculative or trading purposes.
     Our mortgage banking segment is exposed to interest rate risk as it relates to its lending activities. The mortgage banking segment originates mortgage loans, which are either sold through optional or mandatory forward delivery contracts into the secondary markets. All of the mortgage banking segment’s loan portfolio is held for sale and subject to forward sale commitments. NVRM also sells all of its mortgage servicing rights on a servicing released basis.
     Our homebuilding segment generates operating liquidity and acquires capital assets through fixed-rate and variable-rate debt. The homebuilding segment’s primary debt is a variable-rate working capital revolving credit facility that currently provides for unsecured 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) LIBOR plus applicable margin as defined within the Facility. There were no borrowings under the Facility during 2007.
     NVRM generates operating liquidity primarily through the mortgage warehouse facility, which had a borrowing limit of $125,000 at December 31, 2007. The mortgage warehouse facility is used to fund NVRM’s mortgage origination activities. The interest rate under the mortgage warehouse facility is either: (i) LIBOR plus 1.0%, or (ii) 1.125% to the extent that NVRM provides compensating balances. The weighted-average interest rate for amounts outstanding under the mortgage warehouse facility was 4.5% during 2007.
     The following table represents the contractual balances of our on-balance sheet financial instruments at the expected maturity dates, as well as the fair values of those on-balance sheet financial instruments at December 31, 2007. The expected maturity categories take into consideration the actual and anticipated amortization of principal and do not take into consideration the reinvestment of cash or the refinancing of existing indebtedness. Because we sell all of the mortgage loans we originate into the secondary markets, we have made the assumption that the portfolio of mortgage loans held for sale will mature in the first year. Consequently, outstanding warehouse borrowings are also assumed to mature in the first year.

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Maturities (000’s)
                                                                 
                                                            Fair  
    2008     2009     2010     2011     2012     Thereafter     Total     Value  
 
                                                               
Mortgage banking segment
                                                               
Interest rate sensitive assets:
                                                               
Mortgage loans held for sale
  $ 107,524                                   $ 107,524     $ 107,548  
Average interest rate
    6.2 %                                   6.2 %        
 
                                                               
Interest rate sensitive liabilities:
                                                               
Variable rate warehouse line of credit
  $ 83,463                                   $ 83,463     $ 83,463  
Average interest rate (a)
    3.6 %                                   3.6 %        
 
                                                               
Other:
                                                               
Forward trades of mortgage-backed securities (b)
  $ (932 )                                 $ (932 )   $ (932 )
Forward loan commitments (b)
    722                                     722       722  
 
                                                               
Homebuilding segment
                                                               
 
                                                               
Interest rate sensitive assets:
                                                               
Interest-bearing deposits
  $ 598,000                                   $ 598,000     $ 598,000  
Average interest rate
    3.1 %                                   3.1 %        
 
                                                               
Interest rate sensitive liabilities:
                                                               
Fixed rate obligations (c)
  $ 115     $ 302     $ 200,353     $ 402     $ 456     $ 1,192     $ 202,820     $ 204,340  
Average interest rate
    5.1 %     5.1 %     5.2 %     13.1 %     13.2 %     13.3 %     5.2 %        
 
(a)   Average interest rate is net of credits received for compensating cash balances.
 
(b)   Represents the fair value recorded pursuant to SFAS 133.
 
(c)   The $200,353 maturing in 2010 includes $200,000 for NVR’s 5% Senior Notes due June 2010.

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Item 8. Financial Statements and Supplementary Data.
     The financial statements listed in Item 15 are filed as part of this report and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
     None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure 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 the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
     Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of December 31, 2007 were effective to ensure that information required to be disclosed in our reports under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
     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.
Management’s Report on Internal Control Over Financial Reporting
     Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2007. Our internal control over financial reporting as of December 31, 2007 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.
Item 9B. Other Information.
     None.

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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
     Item 10 is hereby incorporated by reference to our Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 29, 2008. Reference is also made regarding our executive officers to “Executive Officers of the Registrant” following Item 4 of Part I of this report.
Item 11. Executive Compensation.
     Item 11 is hereby incorporated by reference to our Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 29, 2008.
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
     Security ownership of certain beneficial owners and management is hereby incorporated by reference to our Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 29, 2008.
     Equity Compensation Plan Information
     The table below sets forth information as of the end of our 2007 fiscal year for (i) all equity compensation plans approved by our shareholders and (ii) all equity compensation plans not approved by our shareholders:
                         
                    Number of
                    securities
    Number of           remaining
    securities to           available for
    be issued   Weighted-   future issuance
    upon   average   under equity
    exercise of   exercise   compensation
    outstanding   price of   plans
    options,   outstanding   (excluding
    warrants   options,   securities
    and   warrants   reflected in the
Plan category   rights   and rights   first column)
Equity compensation plans approved by security holders
    594,735     $ 520.13       232,761  
Equity compensation plans not approved by security holders
    1,455,718     $ 245.45       253,965  
Total
    2,050,453     $ 325.13       486,726  

38


 

     Equity compensation plans approved by our shareholders include the NVR, Inc. Management Long-Term Stock Option Plan; the NVR, Inc. 1998 Management Long-Term Stock Option Plan; the 1998 Directors’ Long-Term Stock Option Plan; and the 2005 Stock Option Plan. The only equity compensation plan that was not approved by our shareholders is the NVR, Inc. 2000 Broadly-Based Stock Option Plan. See Note 9 of the Notes to Consolidated Financial Statements for a description of each of our equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
     Item 13 is hereby incorporated by reference to our Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 29, 2008.
Item 14. Principal Accountant Fees and Services.
     Item 14 is hereby incorporated by reference to our Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 29, 2008.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
     The following documents are filed as part of this report:
1.   Financial Statements
NVR, Inc. — Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2.   Exhibits
     
Exhibit    
Number   Description
 
   
3.1
  Restated Articles of Incorporation of NVR, Inc. (“NVR”). Filed as Exhibit 99.1 to NVR’s Form 8-K filed May 4, 2007 and incorporated herein by reference.
 
   
3.2
  Bylaws, as amended, of NVR, Inc. Filed as Exhibit 99.2 to Form 8-K filed on May 4, 2007 and incorporated herein by reference.
 
   
4.1
  Indenture dated as of April 14, 1998 between NVR, as issuer and the Bank of New York as trustee. Filed as Exhibit 4.3 to NVR’s Current Report on Form 8-K filed April 23, 1998 and incorporated herein by reference.
 
   
4.2
  Form of Note (included in Indenture filed as Exhibit 4.1).
 
   
4.3
  Fourth Supplemental Indenture, dated June 17, 2003, between NVR and U.S. Bank Trust National Association, as successor to The Bank of New York, as trustee. Filed as Exhibit 4.1 to NVR’s Current Report on Form 8-K filed June 17, 2003 and incorporated herein by reference.
 
   
4.4
  Form of Note (included in Indenture filed as Exhibit 4.3).

39


 

     
Exhibit    
Number   Description
 
   
10.1*
  Employment Agreement between NVR, Inc. and Dwight C. Schar dated July 1, 2005. Filed as Exhibit 10.1 to NVR’s Form 8-K filed on June 29, 2005 and incorporated herein by reference.
 
   
10.2*
  Employment Agreement between NVR, Inc. and Paul C. Saville dated July 1, 2005. Filed as Exhibit 10.2 to NVR’s Form 8-K filed on June 29, 2005 and incorporated herein by reference.
 
   
10.3*
  Employment Agreement between NVR, Inc. and Dennis M. Seremet dated July 1, 2005. Filed as Exhibit 10.3 to NVR’s Form 8-K filed on June 29, 2005 and incorporated herein by reference.
 
   
10.4*
  Employment Agreement between NVR, Inc. and William J. Inman dated July 1, 2005. Filed as Exhibit 10.4 to NVR’s Form 8-K filed on June 29, 2005 and incorporated herein by reference.
 
   
10.5*
  Profit Sharing Plan of NVR, Inc. and Affiliated Companies. Filed as Exhibit 4.1 to NVR’s Registration Statement on Form S-8 (No. 333-29241) filed June 13, 1997 and incorporated herein by reference.
 
   
10.6
  Loan Agreement dated as of September 7, 1999 among NVR Mortgage Finance, Inc. (“NVR Finance”) and US Bank National Association, as Agent, and the other lenders party thereto. Filed as Exhibit 10.6 to NVR’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference.
 
   
10.7*
  Employee Stock Ownership Plan of NVR, Inc. Incorporated by reference to NVR’s Annual Report on Form 10-K/A for the year ended December 31, 1994.
 
   
10.8*
  NVR, Inc. 1998 Management Long-Term Stock Option Plan. Filed as Exhibit 4 to NVR’s Registration Statement on Form S-8 (No. 333-79951) filed June 4, 1999 and incorporated herein by reference.
 
   
10.9*
  NVR, Inc. 1998 Directors’ Long-Term Stock Option Plan. Filed as Exhibit 4 to NVR’s Registration Statement on Form S-8 (No. 333-79949) filed June 4, 1999 and incorporated herein by reference.
 
   
10.10*
  The Form of Non-Qualified Stock Option Agreement under the 1998 Directors’ Long-Term Stock Option Plan. Filed as Exhibit 10.1 to NVR’s Form 8-K filed on August 3, 2005 and incorporated herein by reference.
 
   
10.11*
  NVR, Inc. Management Long-Term Stock Option Plan. Filed as Exhibit 99.3 to NVR’s Registration Statement on Form S-8 (No. 333-04975) filed May 31, 1996 and incorporated herein by reference.
 
   
10.12*
  NVR, Inc. 2000 Broadly-Based Stock Option Plan. Filed as Exhibit 99.1 to NVR’s Registration Statement on Form S-8 (No. 333-56732) filed March 8, 2001 and incorporated herein by reference.
 
   
10.13*
  The NVR, Inc. 2005 Stock Option Plan. Filed as Exhibit 10.18 to NVR’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.
 
   
10.14*
  The Form of Non-Qualified Stock Option Agreement under the 2005 Stock Option Plan. Filed as Exhibit 10.19 to NVR’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.
 
   
10.15*
  NVR, Inc. Nonqualified Deferred Compensation Plan. Filed as Exhibit 10.1 to NVR’s Form 8-K filed on December 6, 2005 and incorporated herein by reference.

40


 

     
Exhibit    
Number   Description
 
   
10.16
  Second Amendment to Loan Agreement and Second Amendment to Pledge and Security Agreement dated September 1, 2000 between NVR Finance and U.S. Bank National Association, as agent, and other Lenders party thereto. Filed as Exhibit 10.36 to NVR’s Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference.
 
   
10.17
  Agreement to increase commitments under the NVR Mortgage Finance Warehouse Facility by and among NVR Finance, Comerica Bank, National City Bank of Kentucky, and U.S. Bank National Association dated as of September 28, 2001. Filed as Exhibit 10.22 to NVR’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference.
 
   
10.18
  Eighth Amendment to Loan Agreement dated as of August 15, 2002 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.26 to NVR’s Annual Report on Form 10-K for the period ended December 31, 2002 and incorporated herein by reference.
 
   
10.19
  Ninth Amendment to Loan Agreement dated as of April 16, 2003 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.28 to NVR’s Annual Report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference.
 
   
10.20
  Tenth Amendment to Loan Agreement dated as of August 28, 2003 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.29 to NVR’s Annual Report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference.
 
   
10.21
  Eleventh Amendment to Loan Agreement dated as of August 26, 2004 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.1 to NVR’s Current Report on Form 8-K filed August 27, 2004 and incorporated herein by reference.
 
   
10.22
  Thirteenth Amendment to Loan Agreement dated as of August 25, 2005 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 25, 2005 and incorporated herein by reference.
 
   
10.23
  Credit Agreement dated as of December 7, 2005 among NVR, Inc. and the lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Bank, National Association, as Syndication Agent, SunTrust Bank and Wachovia Bank, National Association, as Documentation Agents, AmSouth Bank, Comerica Bank, Calyon New York Branch and Mizuho Corporate Bank, Ltd., as Managing Agents, and J.P. Morgan Securities Inc., as Lead Arranger and Sole Book Runner. Filed as Exhibit 10.1 to NVR’s Form 8-K filed December 12, 2005 and incorporated herein by reference.
 
   
10.24*
  Description of the Board of Directors’ compensation arrangement. Filed as Exhibit 10.27 to NVR’s Annual Report on Form 10-K for the period ended December 31, 2004 and incorporated herein by reference.
 
   
10.25*
  Amendment No. 1 to Employment Agreement between NVR, Inc. and Dwight C. Schar dated December 21, 2006. Filed as Exhibit 10.1 to NVR’s Form 8-K filed December 22, 2006 and incorporated herein by reference.

41


 

     
Exhibit    
Number   Description
 
   
10.26
  Fifteenth Amendment to Loan Agreement dated as of August 24, 2006 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, JPMorgan Chase Bank, Guaranty Bank, Comerica Bank, National City Bank and Washington Mutual Bank, F.A. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 24, 2006 and incorporated herein by reference.
 
   
10.27
  Commitment and Acceptance dated March 27, 2006 increasing the commitment under its existing revolving credit agreement with JPMorgan Chase Bank, as Administrative Agent, and the Lenders that are parties thereto, dated December 7, 2005 by $45 million to an aggregate commitment of $445 million. Filed as Exhibit 10.1 to NVR’s Form 8-K filed March 30, 2006 and incorporated herein by reference.
 
   
10.28
  Commitment and Acceptance dated August 16, 2006 increasing the commitment under its existing revolving credit agreement with JPMorgan Chase Bank, as Administrative Agent, and the Lenders that are parties thereto, dated December 7, 2005 by $155 million to an aggregate commitment of $600 million. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 17, 2006 and incorporated herein by reference.
 
   
10.29*
  Summary of 2007 Named Executive Officer annual incentive compensation plan. Filed as Exhibit 10.33 to NVR’s Annual Report on Form 10-K for the period ended December 31, 2006 and incorporated herein by reference.
 
   
10.30
  Sixteenth Amendment to Loan Agreement and Amendment to Pledge and Security Agreement, dated as of August 23, 2007, with U.S. Bank National Association, as agent, and Comerica Bank, National City Bank, Washington Mutual Bank, F.A. and U.S. Bank National Association, each as a Lender. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 24, 2007 and incorporated herein by reference.
 
   
10.31*
  Amendment No. 2 to Employment Agreement between NVR, Inc. and Dwight C. Schar dated November 6, 2007. Filed as Exhibit 10.1 to NVR’s Form 8-K filed November 7, 2007 and incorporated herein by reference.
 
   
10.32*
  The Form of Non-Qualified Stock Option Agreement under the NVR, Inc. 2000 Broadly Based Stock Option Plan. Filed as Exhibit 10.1 to NVR’s Form 8-K filed January 3, 2008 and incorporated herein by reference.
 
   
10.33*
  Summary of 2008 Named Executive Officer annual incentive compensation plan. Filed herewith.
 
   
10.34*
  The Form of Non-Qualified Stock Option Agreement under the 1998 Directors’ Long-Term Stock Option Plan. Filed herewith.
 
   
21
  NVR, Inc. Subsidiaries. Filed herewith.
 
   
23
  Consent of KPMG LLP (Independent Registered Public Accounting Firm). Filed herewith.
 
   
31.1
  Certification of NVR’s Chief Executive Officer pursuant to Rule 13a-14(a). Filed herewith.
 
   
31.2
  Certification of NVR’s Chief Financial Officer pursuant to Rule 13a-14(a). Filed herewith.
 
   
32
  Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
 
*   Exhibit is a management contract or compensatory plan or arrangement.

42


 

SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NVR, Inc.
 
 
  By:   /s/ Paul C. Saville    
    Paul C. Saville   
    President and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ Dwight C. Schar
 
Dwight C. Schar
  Executive Chairman    February 22, 2008
 
       
/s/ C. Scott Bartlett, Jr.
 
C. Scott Bartlett, Jr.
  Director    February 22, 2008
 
       
/s/ Robert C. Butler
 
Robert C. Butler
  Director    February 22, 2008
 
       
/s/ Timothy M. Donahue
 
Timothy M. Donahue
  Director    February 22, 2008
 
       
/s/ Manuel H. Johnson
 
Manuel H. Johnson
  Director    February 22, 2008
 
       
/s/ William A. Moran
 
William A. Moran
  Director    February 22, 2008
 
       
/s/ David A. Preiser
 
David A. Preiser
  Director    February 22, 2008
 
       
/s/ George E. Slye
 
George E. Slye
  Director    February 22, 2008
 
       
/s/ John M. Toups
 
John M. Toups
  Director    February 22, 2008
 
       
/s/ Paul W. Whetsell
 
Paul W. Whetsell
  Director    February 22, 2008
 
       
/s/ Paul C. Saville
 
Paul C. Saville
  Principal Executive Officer    February 22, 2008
 
       
/s/ Dennis M. Seremet
 
Dennis M. Seremet
  Principal Financial Officer    February 22, 2008
 
       
/s/ Robert W. Henley
 
Robert W. Henley
  Principal Accounting Officer    February 22, 2008

43


 

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
NVR, Inc.:
We have audited the accompanying consolidated balance sheets of NVR, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NVR, Inc. as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
As discussed in notes 1 and 9 to the consolidated financial statements, the Company adopted the provisions of SFAS 123(R), “Share-Based Payment,” effective January 1, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NVR, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
KPMG LLP
McLean, Virginia
February 22, 2008

44


 

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
NVR, Inc.:
We have audited NVR, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). NVR, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, NVR, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of NVR, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated February 22, 2008 expressed an unqualified opinion on those consolidated financial statements.
KPMG LLP
McLean, Virginia
February 22, 2008

45


 

NVR, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
                 
    December 31,  
    2007     2006  
ASSETS
               
 
               
Homebuilding:
               
Cash and cash equivalents
  $ 660,709     $ 551,738  
Receivables
    10,855       12,213  
Inventory:
               
Lots and housing units, covered under sales agreements with customers
    573,895       667,100  
Unsold lots and housing units
    105,838       58,248  
Manufacturing materials and other
    9,121       8,268  
 
           
 
    688,854       733,616  
 
               
Assets not owned, consolidated per FIN 46R
    180,206       276,419  
Property, plant and equipment, net
    32,911       40,430  
Reorganization value in excess of amounts allocable to identifiable assets, net
    41,580       41,580  
Goodwill and indefinite life intangibles, net
    11,686       11,686  
Definite life intangibles, net
    96       250  
Contract land deposits, net
    188,528       402,170  
Deferred tax assets, net
    211,808       169,901  
Other assets
    40,653       37,567  
 
           
 
               
 
    2,067,886       2,277,570  
 
           
 
               
Mortgage Banking:
               
Cash and cash equivalents
    3,500       4,381  
Mortgage loans held for sale, net
    107,338       178,444  
Property and equipment, net
    881       1,168  
Reorganization value in excess of amounts allocable to identifiable assets, net
    7,347       7,347  
Other assets
    7,464       4,898  
 
           
 
               
 
    126,530       196,238  
 
           
 
               
Total assets
  $ 2,194,416     $ 2,473,808  
 
           
 
               
(Continued)
See notes to consolidated financial statements.

46


 

NVR, Inc.
Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
                 
    December 31,  
    2007     2006  
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
Homebuilding:
               
Accounts payable
  $ 219,048     $ 273,936  
Accrued expenses and other liabilities
    251,475       265,223  
Liabilities related to assets not owned, consolidated per FIN 46R
    164,369       244,805  
Customer deposits
    125,315       165,354  
Other term debt
    2,820       3,080  
Senior notes
    200,000       200,000  
 
           
 
    963,027       1,152,398  
 
           
Mortgage Banking:
               
Accounts payable and other liabilities
    18,551       15,784  
Notes payable
    83,463       153,552  
 
           
 
    102,014       169,336  
 
           
 
               
Total liabilities
    1,065,041       1,321,734  
 
           
 
               
Commitments and contingencies
               
 
               
Shareholders’ equity:
               
Common stock, $0.01 par value; 60,000,000 shares authorized; 20,592,640 shares issued as of both December 31, 2007 and 2006
    206       206  
Additional paid-in-capital
    663,631       585,438  
Deferred compensation trust- 516,085 and 547,911 shares of NVR, Inc. common stock as of December 31, 2007 and 2006, respectively
    (75,636 )     (80,491 )
Deferred compensation liability
    75,636       80,491  
Retained earnings
    3,529,995       3,196,040  
Less treasury stock at cost — 15,455,086 and 15,075,113 shares as of December 31, 2007 and 2006, respectively
    (3,064,457 )     (2,629,610 )
 
           
Total shareholders’ equity
    1,129,375       1,152,074  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 2,194,416     $ 2,473,808  
 
           
See notes to consolidated financial statements.

47


 

NVR, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
                         
    Year Ended     Year Ended     Year Ended  
    December 31, 2007     December 31, 2006     December 31, 2005  
 
                       
Homebuilding:
                       
Revenues
  $ 5,048,187     $ 6,036,236     $ 5,177,743  
Other income
    21,118       13,609       6,301  
Cost of sales
    (4,227,059 )     (4,701,265 )     (3,738,030 )
Selling, general and administrative
    (343,520 )     (432,319 )     (345,525 )
 
                 
Operating income
    498,726       916,261       1,100,489  
Interest expense
    (13,150 )     (18,423 )     (13,809 )
 
                 
Homebuilding income
    485,576       897,838       1,086,680  
 
                 
 
                       
Mortgage Banking:
                       
Mortgage banking fees
    81,155       97,888       84,604  
Interest income
    4,900       7,704       5,014  
Other income
    1,060       1,334       1,435  
General and administrative
    (32,505 )     (38,988 )     (31,555 )
Interest expense
    (681 )     (2,805 )     (1,759 )
 
                 
Mortgage banking income
    53,929       65,133       57,739  
 
                 
 
                       
Income before taxes
    539,505       962,971       1,144,419  
Income tax expense
    (205,550 )     (375,559 )     (446,860 )
 
                 
 
                       
Net income
  $ 333,955     $ 587,412     $ 697,559  
 
                 
 
                       
Basic earnings per share
  $ 61.61     $ 104.08     $ 110.36  
 
                 
 
                       
Diluted earnings per share
  $ 54.14     $ 88.05     $ 89.61  
 
                 
 
                       
Basic weighted average shares outstanding
    5,420       5,644       6,321  
 
                 
 
                       
Diluted weighted average shares outstanding
    6,168       6,672       7,784  
 
                 
See notes to consolidated financial statements.

48


 

NVR, Inc.
Consolidated Statements of Shareholders’ Equity
(in thousands)
                                                         
            Additional                     Deferred     Deferred        
    Common     Paid-in     Retained     Treasury     Compensation     Compensation        
    Stock     Capital     Earnings     Stock     Trust     Liability     Total  
 
                                                       
Balance, December 31, 2004
  $ 206     $ 406,705     $ 1,911,069     $ (1,482,985 )   $ (76,366 )   $ 76,366     $ 834,995  
 
                                                       
Net income
                697,559                         697,559  
Deferred compensation activity
                            63       (63 )      
Purchase of common stock for treasury
                      (962,609 )                 (962,609 )
Tax benefit from stock options exercised and deferred compensation distributions
          94,460                               94,460  
Stock option activity
          12,757                               12,757  
Treasury stock issued upon option exercise
          (40,036 )           40,036                    
 
                                         
Balance, December 31, 2005
    206       473,886       2,608,628       (2,405,558 )     (76,303 )     76,303       677,162  
 
                                                       
Net income
                587,412                         587,412  
Deferred compensation activity
                            441       (441 )      
Purchase of common stock for treasury
                      (287,064 )     (4,629 )     4,629       (287,064 )
Stock-based compensation
          58,134                               58,134  
Tax benefit from stock options exercised and deferred compensation distributions
          95,979                               95,979  
Stock option activity
          20,451                               20,451  
Treasury stock issued upon option exercise
          (63,012 )           63,012                    
 
                                         
Balance, December 31, 2006
    206       585,438       3,196,040       (2,629,610 )     (80,491 )     80,491       1,152,074  
 
                                                       
Net income
                333,955                         333,955  
Deferred compensation activity
                            5,024       (5,024 )      
Purchase of common stock for treasury
                      (507,472 )     (169 )     169       (507,472 )
Stock-based compensation
          14,189                               14,189  
Tax benefit from stock options exercised and deferred compensation distributions
          69,046                               69,046  
Stock option activity
          67,583                               67,583  
Treasury stock issued upon option exercise
          (72,625 )           72,625                    
 
                                         
Balance, December 31, 2007
  $ 206     $ 663,631     $ 3,529,995     $ (3,064,457 )   $ (75,636 )   $ 75,636     $ 1,129,375  
 
                                         
See notes to consolidated financial statements

49


 

NVR, Inc.
Consolidated Statements of Cash Flows
(in thousands)
                         
    Year Ended     Year Ended     Year Ended  
    December 31,     December 31,     December 31,  
    2007     2006     2005  
Cash flows from operating activities:
                       
Net income
  $ 333,955     $ 587,412     $ 697,559  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
    17,036       14,158       10,690  
Excess income tax benefit from exercise of stock options
    (69,046 )     (95,979 )      
Stock option compensation expense
    14,189       58,134        
Contract land deposit impairments and write-offs
    261,760       173,819       12,609  
Gain on sales of loans
    (60,128 )     (72,700 )     (62,279 )
Gain (loss) on sale of fixed assets
    1,383       8       (595 )
Deferred tax benefit
    (43,343 )     (74,539 )     (24,374 )
Mortgage loans closed
    (2,392,395 )     (2,595,158 )     (2,186,723 )
Proceeds from sales of mortgage loans
    2,515,973       2,658,879       2,176,475  
Principal payments on mortgage loans held for sale
    7,393       22,079       17,089  
Net change in assets and liabilities:
                       
Decrease (increase) in inventories
    44,762       60,359       (201,622 )
Increase in contract land deposits
    (31,893 )     (31,000 )     (198,211 )
Decrease (increase) in receivables
    2,730       28,013       (26,578 )
(Decrease) increase in accounts payable, accrued expenses and customer deposits
    (39,351 )     (59,028 )     330,713  
Other, net
    (4,259 )     8,506       (11,981 )
 
                 
Net cash provided by operating activities
    558,766       682,963       532,772  
 
                 
 
                       
Cash flows from investing activities:
                       
Purchase of property, plant and equipment
    (10,545 )     (23,431 )     (18,670 )
Proceeds from the sale of property, plant and equipment
    1,230       833       4,038  
Acquisition, net of cash acquired
                (7,465 )
 
                 
Net cash used by investing activities
    (9,315 )     (22,598 )     (22,097 )
 
                 
 
                       
Cash flows from financing activities:
                       
Purchase of treasury stock
    (507,472 )     (287,064 )     (962,609 )
Purchase of NVR common stock for deferred compensation plan
    (169 )     (4,629 )      
Net (repayments) borrowings under notes payable and credit lines
    (70,349 )     (106,509 )     249,338  
Excess income tax benefit from exercise of stock options
    69,046       95,979        
Exercise of stock options
    67,583       20,451       12,757  
 
                 
Net cash used by financing activities
    (441,361 )     (281,772 )     (700,514 )
 
                 
 
                       
Net increase (decrease) in cash and cash equivalents
    108,090       378,593       (189,839 )
Cash and cash equivalents, beginning of year
    556,119       177,526       367,365  
 
                 
 
                       
Cash and cash equivalents, end of year
  $ 664,209     $ 556,119     $ 177,526  
 
                 
 
                       
Supplemental disclosures of cash flow information:
                       
Interest paid during the year
  $ 12,744     $ 21,000     $ 13,634  
 
                 
Income taxes paid during the year, net of refunds
  $ 157,081     $ 430,773     $ 294,325  
 
                 
 
                       
Supplemental disclosures of non-cash activities:
                       
Change in net assets not owned, consolidated per FIN 46R
  $ (15,777 )   $ (28,408 )   $ 33,666  
 
                 
Tax benefit from stock-based compensation activity
  $ 69,046     $ 95,979     $ 94,460  
 
                 
See notes to consolidated financial statements.

50


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
1.   Summary of Significant Accounting Policies
     Principles of Consolidation
     The accompanying consolidated financial statements include the accounts of NVR, Inc. (“NVR” or the “Company”), its wholly owned subsidiaries, certain partially owned entities, and variable interest entities of which the Company has determined that it is the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation.
     Use of Estimates in the Preparation of Financial Statements
     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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
     Cash and Cash Equivalents
     Cash and cash equivalents include short-term investments with original maturities of three months or less. The homebuilding segment had restricted cash of $6,192 and $3,464 at December 31, 2007 and 2006, respectively, which relate to customer deposits for certain home sales and is recorded in Other Assets in the accompanying balance sheets.
     Homebuilding Inventory
     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 thereof. 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 units is expensed on a specific identification basis. Cost of manufacturing materials is determined on a first-in, first-out basis. Recoverability and impairment, if any, is primarily evaluated by analyzing sales of comparable assets.
     Contract Land Deposits
     NVR purchases finished lots under fixed price purchase agreements that require deposits that may be forfeited if NVR fails 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 purchase price of the finished lots. NVR maintains an allowance for losses on contract land deposits that it believes is sufficient to provide for losses in the existing contract land deposit portfolio. The allowance reflects management’s judgment of the present loss exposure at the end of the reporting period, considering market and economic conditions, sales absorption and profitability within specific communities and terms of the various contracts.
     During the years ended December 31, 2007, 2006 and 2005, the Company incurred pre-tax charges of approximately $261,800, $173,800 and $12,600, respectively, related to the impairment of contract land deposits. These impairment charges were recorded in cost of sales on the accompanying consolidated statements of income. The contract land deposit asset on the accompanying consolidated balance sheets is shown net of a $133,664 and $59,636 impairment valuation allowance at December 31, 2007 and 2006, respectively.

51


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Property, Plant, and Equipment
     Property, plant, and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Amortization of capital lease assets is included in depreciation expense. Model home furniture and fixtures are generally depreciated over a two-year period, office facilities and other equipment are depreciated over a period from three to ten years, manufacturing facilities are depreciated over periods of from five to forty years and property under capital leases is depreciated in a manner consistent with the Company’s depreciation policy for owned assets, or the lease-term if shorter.
     Warranty/Product Liability Accruals
     Warranty and product liability accruals are established to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to NVR’s business. Liability estimates are determined based on management 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 the Company’s General Counsel and outside counsel retained to handle specific product liability cases.
     Intangible Assets
     Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, requires goodwill, indefinite life intangibles, and reorganization value in excess of amounts allocable to identifiable assets (“excess reorganization value”), which are no longer subject to amortization, to be tested for impairment on an annual basis. The Company completed the annual assessment of impairment and determined that there is no impairment of goodwill, indefinite life intangibles, or excess reorganization value in the years ended December 31, 2007, 2006 and 2005.
     Mortgage Loans Held for Sale, Derivatives and Hedging Activities
     NVR originates several different loan products to its customers to finance the purchase of a home through its wholly-owned mortgage subsidiary. Those loan products include previously non-traditional loan products, such as interest-only loans, adjustable interest rate loans and loans with relatively high loan-to-value (“LTV”) ratios, with up to a one hundred percent LTV. NVR sells all of the loans it originates into the secondary market typically within 30 days from origination. All of the loans that the Company originates, including non-traditional loan products, are underwritten to the standards and specifications of the ultimate investor. In addition, a substantial number of these previously nontraditional loans are underwritten and funded at closing directly by the ultimate investor. Insofar as the Company underwrites its originated loans to those standards, the Company bears no increased concentration of credit risk from the issuance of these non-traditional products, except in certain limited instances where early payment default occurs. The Company employs a quality control department to ensure that its underwriting controls are effectively operating, and further assesses the underwriting function as part of its assessment of internal controls over financial reporting.
     Mortgage loans held for sale are closed at fair value, and thereafter are carried at the lower of cost or market.

52


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     In the normal course of business, NVR’s 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 classified as derivatives. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives and, accordingly, are marked to market through earnings. NVR does not engage in speculative or trading derivative activities. At December 31, 2007, there were contractual commitments to extend credit to borrowers aggregating approximately $144,000, and open forward delivery sale contracts aggregating approximately $239,000.
     Earnings per Share
     The following weighted average shares and share equivalents are used to calculate basic and diluted EPS for the years ended December 31, 2007, 2006 and 2005:
                         
    Year Ended   Year Ended   Year Ended
    December 31, 2007   December 31, 2006   December 31, 2005
Weighted average number of shares outstanding used to calculate basic EPS
    5,420,159       5,644,068       6,320,852  
 
                       
Dilutive securities:
                       
Stock options
    747,636       1,027,503       1,463,530  
 
                       
 
                       
Weighted average number of shares and share equivalents outstanding used to calculate diluted EPS
    6,167,795       6,671,571       7,784,382  
 
                       
     Options issued under equity benefit plans to purchase 57,277, 149,978, and 4,250 shares of common stock were outstanding during the years ended December 31, 2007, 2006 and 2005, respectively, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. In addition, 402,372 and 437,878 performance-based options were outstanding during the years ended December 31, 2007 and 2006, respectively, and have been excluded from the computation of diluted earnings per share because the performance target had not been achieved, pursuant to the requirements of SFAS No. 128, Earnings Per Share.
Revenues-Homebuilding Operations
     NVR builds single-family detached homes, townhomes and condominium buildings, which generally are constructed on a pre-sold basis for the ultimate customer. In accordance with SFAS No. 66, “Accounting for Sales of Real Estate”, revenues are recognized at the time the unit is settled and title passes to the customer, adequate cash payment has been received and there is no continuing involvement. In situations where the buyer’s financing is originated by NVRM and the buyer has not made an adequate initial or continuing investment as prescribed by SFAS No. 66, the profit on such settlement is deferred until the sale of the related loan to a third-party investor has been completed.

53


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Mortgage Banking Fees
     Mortgage banking fees include income earned by NVR’s mortgage banking operations for originating mortgage loans, servicing mortgage loans held on an interim basis, title fees, gains and losses on the sale of mortgage loans and mortgage servicing and other activities incidental to mortgage banking. Mortgage banking fees are generally recognized after the loan has been sold to an unaffiliated, third party investor.
     Income Taxes
     Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
     Financial Instruments
     Except as otherwise noted here, NVR believes that insignificant differences exist between the carrying value and the fair value of its financial instruments. The estimated fair value of NVR’s 5% Senior Notes due 2010 as of December 31, 2007 and 2006 was $201,520 and $195,320, respectively. The estimated fair value is based on a quoted market price. The carrying value was $200,000 at December 31, 2007 and 2006.
     Stock-Based Compensation
     On January 1, 2006 (the “Effective Date”), the Company adopted Statement of Financial Accounting Standards (“SFAS”) 123R, Share-Based Payment, which revised SFAS 123, Accounting for Stock-Based Compensation (see Note 9). Prior to fiscal year 2006 and the adoption of SFAS 123R, NVR followed the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees.
     SFAS 123R requires an entity to recognize an expense within its income statement for all share-based payment arrangements, which includes employee stock option plans. The expense is based on the grant-date fair value of the options granted, and is recognized ratably over the requisite service period. NVR adopted SFAS 123R under the modified prospective method. Under the modified prospective method, SFAS 123R applies to new awards and to awards modified, repurchased, or cancelled after the required Effective Date, as well as to the unvested portion of awards outstanding as of the required Effective Date. The Company’s stock option programs are accounted for as equity awards.
     Because NVR adopted SFAS 123R using the modified prospective basis, the prior periods have not been restated. The following table sets forth the effect on net income and basic and diluted earnings per share as if the Company had applied the fair value recognition provisions for its stock-based compensation arrangements for the year ended December 31, 2005:

54


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
         
Net income, as reported
  $ 697,559  
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects
    (31,893 )
 
     
Pro forma net income
  $ 665,666  
 
     
 
Earnings per share:
       
Basic—as reported
  $ 110.36  
 
     
Basic—pro forma
  $ 105.31  
 
     
 
Diluted—as reported
  $ 89.61  
 
     
Diluted—pro forma
  $ 86.67  
 
     
     Comprehensive Income
     For the years ended December 31, 2007, 2006 and 2005, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying financial statements.
     Recent Accounting Pronouncements
     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158”). SFAS 158 requires an entity to recognize in its statement of financial position the funded status of its defined benefit pension and postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation. SFAS 158 also requires an entity to recognize changes in the funded status of a defined benefit pension and postretirement plan within accumulated other comprehensive income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost. In addition, SFAS 158 requires the Company to measure defined benefit plan assets and defined benefit plan obligations as of the date of the Company’s statement of financial position and disclose additional information about certain effects on net periodic benefit costs in the upcoming fiscal year that arise from the delayed recognition of the actuarial gains and losses and the prior service costs and credits. The Company adopted SFAS 158 effective December 31, 2007. The Company’s adoption of SFAS 158 did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position FAS 157-2 which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The adoption of SFAS 157 is not expected to have a material effect on the Company’s financial statements.
     In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets” (“SFAS 156”), which provides an approach to simplify efforts to obtain hedge-like (offset) accounting by allowing the Company the option to carry mortgage servicing rights at fair value. This new Statement amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement of FASB SFAS No. 125,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS 156 became effective for the Company as of January 1, 2007. Because the Company does not retain the servicing rights when it sells its mortgage loans held for sale, the adoption of SFAS No. 156 did not have a material impact on the Company’s financial statements.

55


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     On November 29, 2006, the FASB ratified Emerging Issue Task Force (“EITF”) Issue No. 06-8, “Applicability of the Assessment of a Buyer’s Continuing Investment Under FASB Statement No. 66, Accounting for Sales of Real Estate, for Sales of Condominiums.” EITF No. 06-8 states that the adequacy of the buyer’s continuing investment under SFAS No. 66 should be assessed in determining whether to recognize profit under the percentage-of-completion method on the sale of individual units in a condominium project. This consensus could require that additional deposits be collected by developers of condominium projects that want to recognize profit during the construction period under the percentage-of-completion method. EITF No. 06-8 is effective for the Company beginning on January 1, 2008. The adoption of EITF No. 06-8 is not expected to have a material impact the Company’s financial statements.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS 159”). The statement permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for the Company beginning January 1, 2008. The Company does not expect SFAS 159 to have a material impact on the Company’s financial statements.
     In November 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings” (“SAB 109”). SAB 109, which revises and rescinds portions of SAB 105, “Application of Accounting Principles to Loan Commitments”, specifically states that the expected net future cash flows related to the associated servicing of a loan should be included in the measurements of all written loan commitments that are accounted for at fair value through earnings. The provisions of SAB 109 are applicable to written loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. The Company does not expect that the adoption of SAB 109 will have a material impact on the Company’s financial statements.
     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 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 parent’s 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. SFAS 160 clarifies that changes in a parent’s 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 160 also includes expanded disclosure requirements regarding the interests of the parent and its non controlling interests. SFAS 160 is effective for the Company beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of SFAS 160.
     In December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) expands on the guidance of SFAS 141, extending its applicability to all transactions and other events in which an entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed and interests transferred as a result of business combinations. SFAS 141(R) expands on required disclosures to improve the statement users’ abilities to evaluate the nature and financial effects of business combinations. SFAS 141(R) is effective for any acquisitions made on or after January 1, 2009.

56


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
2.   Segment Information, Nature of Operations, and Certain Concentrations
     NVR’s homebuilding operations primarily construct and sell single-family detached homes, townhomes and condominium buildings under four tradenames: Ryan Homes, NVHomes, Fox Ridge Homes, and Rymarc Homes. The Ryan Homes, Fox Ridge Homes, and Rymarc Homes products are marketed primarily to first-time homeowners and first-time move-up buyers. The Ryan Homes product is sold in twenty metropolitan areas located in Maryland, Virginia, West Virginia, Pennsylvania, New York, North Carolina, South Carolina, Ohio, New Jersey, Delaware and Kentucky. The Fox Ridge Homes product is sold solely in the Nashville, TN metropolitan area. The Rymarc Homes product is sold solely in the Columbia, SC metropolitan area. The NVHomes product is sold in the Washington, D.C., Baltimore, MD, Philadelphia, PA and Maryland Eastern Shore metropolitan areas, and is marketed primarily to move-up and up-scale buyers. NVR derived approximately 49% of its 2007 homebuilding revenues in the Washington, D.C. and Baltimore, MD metropolitan areas.
     NVR’s mortgage banking segment is a regional mortgage banking operation. Substantially all of the mortgage banking segment’s loan closing activity is for NVR’s homebuilding customers. NVR’s mortgage banking business generates revenues primarily from origination fees, gains on sales of loans, and title fees. A substantial portion of the Company’s mortgage operations is conducted in the Washington, D.C. and Baltimore, MD metropolitan areas.
     Consistent with the principles and objectives of SFAS 131, the Company’s disclosure includes four homebuilding reportable segments that aggregate geographically the Company’s 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 segment’s 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 to determine whether the operating segment’s results are providing the desired rate of return after covering the Company’s 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.

57


 

NVR, Inc.
Notes to 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. NVR’s overhead functions, such as accounting, treasury, human resources, land acquisition, etc., are centrally performed and the costs are not allocated to the Company’s 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 Company’s 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 Company’s 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, interest income, interest expense, depreciation and amortization, segment profit and segment assets for each reportable segment, with reconciliations to the amounts reported for the consolidated enterprise, where applicable:
                         
    Year Ended December 31,  
    2007     2006     2005  
Revenues:
                       
Homebuilding Mid Atlantic
  $ 3,099,053     $ 3,825,960     $ 3,235,053  
Homebuilding North East
    433,631       657,338       533,662  
Homebuilding Mid East
    860,139       965,626       944,070  
Homebuilding South East
    655,364       587,312       464,958  
Mortgage Banking
    81,155       97,888       84,604  
 
                 
Total Consolidated Revenues
  $ 5,129,342     $ 6,134,124     $ 5,262,347  
 
                 
                         
    Year Ended December 31,  
    2007     2006     2005  
Profit:
                       
Homebuilding Mid Atlantic
  $ 296,049     $ 687,904     $ 863,210  
Homebuilding North East
    12,618       64,246       66,944  
Homebuilding Mid East
    80,969       69,911       95,190  
Homebuilding South East
    89,785       79,948       52,199  
Mortgage Banking
    54,576       68,753       57,739  
 
                 
Total Segment Profit
    533,997       970,762       1,135,282  
 
                 
Contract land deposit impairments
    (79,002 )     (27,717 )     (9,950 )
Stock compensation expense (1)
    (14,189 )     (58,134 )      
Corporate capital allocation (2)
    152,363       184,908       149,247  
Unallocated corporate overhead (3)
    (69,975 )     (86,363 )     (105,364 )
Consolidation adjustments and other (4)
    28,842       (3,340 )     (11,670 )
Corporate interest expense
    (12,531 )     (17,145 )     (13,126 )
 
                 
Reconciling items sub-total
    5,508       (7,791 )     9,137  
 
                 
Consolidated Income before Taxes
  $ 539,505     $ 962,971     $ 1,144,419  
 
                 
 
(1)   The change in 2007 compared to 2006 is primarily due to the reversal of stock-based compensation costs of approximately $31,500 in 2007 related to certain stock options subject to a performance metric that is not expected to be met (refer to Note 9 for further information). The increase from 2005 to 2006 is due to the adoption of SFAS 123R at January 1, 2006.

58


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
 
(2)   This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The increase in the corporate capital allocation charge from 2005 to 2006, and the subsequent decrease from 2006 to 2007 are due to changes in segment asset balances in each of the respective years, due to fluctuations in operating activity year over year. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the years presented:
                         
    Year Ended December 31,  
    2007     2006     2005  
Homebuilding Mid Atlantic
  $ 106,032     $ 131,823     $ 101,794  
Homebuilding North East
    14,669       19,533       15,904  
Homebuilding Mid East
    17,381       21,235       21,126  
Homebuilding South East
    14,281       12,317       10,423  
 
                 
Total
  $ 152,363     $ 184,908     $ 149,247  
 
                 
 
(3)   The decreases in unallocated corporate overhead are 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.
 
(4)   The favorable variances from year-to-year are primarily due to increased interest income due to higher average cash balances and decreased operating activity.
                         
    Year Ended December 31,  
    2007     2006     2005  
Assets:
                       
Homebuilding Mid Atlantic
  $ 698,955     $ 873,260     $ 1,045,229  
Homebuilding North East
    95,026       117,192       148,563  
Homebuilding Mid East
    117,722       137,113       147,249  
Homebuilding South East
    106,626       115,937       90,820  
Mortgage Banking
    119,183       188,891       205,560  
 
                 
Total Segment Assets
    1,137,512       1,432,393       1,637,421  
 
                 
Assets not owned, consolidated per FIN 46R
    180,206       276,419       275,306  
Cash
    660,709       551,738       170,090  
Deferred taxes
    211,808       169,901       97,511  
Intangible assets
    60,709       60,863       60,988  
Land reserve
    (133,664 )     (59,636 )     (31,919 )
Consolidation adjustments and other (5)
    77,136       42,130       28,272  
 
                 
Reconciling items sub-total
    1,056,904       1,041,415       600,248  
 
                 
Consolidated Assets
  $ 2,194,416     $ 2,473,808     $ 2,237,669  
 
                 
 
(5)   The 2007 balance includes the bulk purchase of lots made during 2007, of which approximately $29,200 have not yet been allocated to the reportable segments.
                         
    Year Ended December 31,  
    2007     2006     2005  
Interest Income
                       
Mortgage Banking
  $ 4,900     $ 7,704     $ 5,014  
 
                 
Total Segment Interest Income
    4,900       7,704       5,014  
Other unallocated interest income
    14,855       2,639       2,471  
 
                 
Consolidated Interest Income
  $ 19,755     $ 10,343     $ 7,485  
 
                 

59


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
                         
    Year Ended December 31,  
    2007     2006     2005  
Interest Expense
                       
Homebuilding Mid Atlantic
  $ 106,538     $ 132,394     $ 102,256  
Homebuilding North East
    14,678       19,605       15,925  
Homebuilding Mid East
    17,475       21,863       21,312  
Homebuilding South East
    14,287       12,324       10,437  
Mortgage Banking
    681       2,805       1,759  
 
                 
Total Segment Interest Expense
    153,659       188,991       151,689  
Corporate capital allocation
    (152,363 )     (184,908 )     (149,247 )
Senior note and other interest
    12,535       17,145       13,126  
 
                 
Consolidated Interest Expense
  $ 13,831     $ 21,228     $ 15,568  
 
                 
                         
    Year Ended December 31,  
    2007     2006     2005  
Depreciation and Amortization:
                       
Homebuilding Mid Atlantic
  $ 9,260     $ 7,410     $ 4,795  
Homebuilding North East
    1,582       1,300       700  
Homebuilding Mid East
    2,186       2,192       2,117  
Homebuilding South East
    1,457       1,027       999  
Mortgage Banking
    368       436       553  
 
                 
Total Segment Depreciation and Amortization
    14,853       12,365       9,164  
Unallocated corporate
    2,183       1,793       1,526  
 
                 
Consolidated Depreciation and Amortization
  $ 17,036     $ 14,158     $ 10,690  
 
                 
                         
    Year Ended December 31,  
    2007     2006     2005  
Expenditures for Property and Equipment:
                       
Homebuilding Mid Atlantic
  $ 5,739     $ 13,355     $ 10,938  
Homebuilding North East
    799       2,545       1,719  
Homebuilding Mid East
    1,637       3,483       2,065  
Homebuilding South East
    2,043       2,311       808  
Mortgage Banking
    96       612       448  
 
                 
Total Segment Expenditures for Property and Equipment
    10,314       22,306       15,978  
Unallocated corporate
    231       1,125       2,692  
 
                 
Consolidated Expenditures for Property and Equipment
  $ 10,545     $ 23,431     $ 18,670  
 
                 
3.   Consolidation of Variable Interest Entities
     Revised 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 entity’s expected losses, receives a majority of the entity’s 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 entity’s net assets, exclusive of its variable interests, and expected residual returns are the expected positive variability in the fair value of an entity’s net assets, exclusive of its variable interests. As discussed below, NVR evaluates the provisions of FIN 46R as it relates to NVR’s finished lot acquisition strategy.

60


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     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 agreements. 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 December 31, 2007, the Company controlled approximately 67,600 lots with deposits in cash and letters of credit totaling approximately $329,000 and $9,000, respectively. As of December 31, 2006, the Company controlled approximately 88,500 lots with deposits in cash and letters of credit totaling approximately $484,000 and $14,000, respectively.
     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. NVR’s 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 liquidating 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 with which NVR enters fixed price purchase agreements.
     On a very limited basis, NVR also obtains finished lots using joint venture limited liability corporations (“LLC’s”). All LLC’s are structured such that NVR is a non-controlling member and is at risk only for the amount invested. NVR is not a borrower, guarantor or obligor on any of the LLC’s debt. NVR enters into a standard fixed price purchase agreement to purchase lots from these LLC’s.
     At December 31, 2007, NVR had an aggregate investment in twelve separate LLC’s totaling approximately $13,200, which controlled approximately 700 lots. At December 31, 2006, NVR had an aggregate investment in twelve separate LLC’s totaling approximately $14,000, which controlled approximately 800 lots. NVR recognizes its share of the earnings of the LLC’s as a reduction of the cost basis of the lots at the time that the lot and related home is settled with an external customer. During the years ended December 31, 2007, 2006 and 2005, NVR reduced cost of sales by $654, $280, and $287, respectively, which represented NVR’s share of the earnings of the LLC’s. As of December 31, 2007, NVR’s investment in the LLC’s has been partially offset by a contract land deposit valuation allowance.
     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 LLC’s, 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 NVR’s 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 entity’s 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 NVR’s 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 NVR’s evaluation could produce widely different conclusions regarding whether NVR is or is not a development entity’s primary beneficiary.

61


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     The Company has evaluated all of its fixed price purchase agreements and LLC arrangements and has determined that it is the primary beneficiary of thirty-one of those development entities with which the agreements and arrangements are held. As a result, at December 31, 2007, NVR has consolidated such development entities in the accompanying 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 December 31, 2007 was the inclusion on the balance sheet of $180,206 as Assets not owned, consolidated per FIN 46R with a corresponding inclusion of $164,369 as Liabilities related to assets not owned, consolidated per FIN 46R, after elimination of intercompany items. Inclusive in these totals were assets of approximately $51,000 and liabilities of approximately $46,000 estimated for eleven development entities created after December 31, 2003 that did not provide financial statements.
     At December 31, 2006, under FIN 46R, the Company evaluated all of its fixed price purchase agreements and LLC arrangements and determined that it was the primary beneficiary of twenty-eight of those development entities with which the agreements and arrangements were held. As a result, at December 31, 2006, NVR had consolidated such development entities in the accompanying consolidated balance sheet. The effect of the consolidation under FIN 46R at December 31, 2006 was the inclusion on the balance sheet of $276,419 as Assets not owned, consolidated per FIN 46R with a corresponding inclusion of $244,805 as Liabilities related to assets not owned, consolidated per FIN 46R, after elimination of intercompany items. Inclusive in these totals were estimated assets of approximately $23,000 and estimated liabilities of approximately $18,000 for four development entities created after December 31, 2003 that did not provide financial statements.

62


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Following is the consolidating schedule at December 31, 2007:
                                 
    NVR, Inc.                      
    and     FIN 46R             Consolidated  
    Subsidiaries     Entities     Eliminations     Total  
ASSETS
                               
Homebuilding:
                               
Cash and cash equivalents
  $ 660,709     $     $     $ 660,709  
Receivables
    10,855                   10,855  
Homebuilding inventory
    688,854                   688,854  
Property, plant and equipment, net
    32,911                   32,911  
Reorganization value in excess of amount allocable to identifiable assets, net
    41,580                   41,580  
Goodwill and intangibles, net
    11,782                   11,782  
Contract land deposits
    194,925             (6,397 )     188,528  
Other assets
    261,901             (9,440 )     252,461  
 
                       
 
    1,903,517             (15,837 )     1,887,680  
 
                       
 
                               
Mortgage banking assets:
    126,530                   126,530  
 
                       
 
                               
FIN 46R Entities:
                               
Land under development
          176,909             176,909  
Other assets
          3,297             3,297  
 
                       
 
          180,206             180,206  
 
                       
 
                               
Total assets
  $ 2,030,047     $ 180,206     $ (15,837 )   $ 2,194,416  
 
                       
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                               
Homebuilding:
                               
Accounts payable, accrued expenses and other liabilities
  $ 470,523     $     $     $ 470,523  
Customer deposits
    125,315                   125,315  
Other term debt
    2,820                   2,820  
Senior notes
    200,000                   200,000  
 
                       
 
    798,658                   798,658  
 
                       
 
                               
Mortgage banking liabilities:
    102,014                   102,014  
 
                       
 
                               
FIN 46R Entities:
                               
Accounts payable, accrued expenses and other liabilities
          26,703             26,703  
Debt
          61,612             61,612  
Contract land deposits
          20,904       (20,904 )      
Advances from NVR, Inc.
          7,949       (7,949 )      
Minority interest
                76,054       76,054  
 
                       
 
          117,168       47,201       164,369  
 
                       
 
                               
Equity
    1,129,375       63,038       (63,038 )     1,129,375  
 
                       
 
                               
Total liabilities and shareholders’ equity
  $ 2,030,047     $ 180,206     $ (15,837 )   $ 2,194,416  
 
                       

63


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Following is the consolidating schedule at December 31, 2006:
                                 
    NVR, Inc.                      
    and     FIN 46R             Consolidated  
    Subsidiaries     Entities     Eliminations     Total  
ASSETS
                               
Homebuilding:
                               
Cash and cash equivalents
  $ 551,738     $     $     $ 551,738  
Receivables
    12,213                   12,213  
Homebuilding inventory
    733,616                   733,616  
Property, plant and equipment, net
    40,430                   40,430  
Reorganization value in excess of amount allocable to identifiable assets, net
    41,580                   41,580  
Goodwill and intangibles, net
    11,936                   11,936  
Contract land deposits
    424,792             (22,622 )     402,170  
Other assets
    216,460             (8,992 )     207,468  
 
                       
 
    2,032,765             (31,614 )     2,001,151  
 
                       
 
                               
Mortgage banking assets:
    196,238                   196,238  
 
                       
 
                               
FIN 46R Entities:
                               
Land under development
          271,197             271,197  
Other assets
          5,222             5,222  
 
                       
 
          276,419             276,419  
 
                       
 
                               
Total assets
  $ 2,229,003     $ 276,419     $ (31,614 )   $ 2,473,808  
 
                       
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                               
Homebuilding:
                               
Accounts payable, accrued expenses and other liabilities
  $ 539,159     $     $     $ 539,159  
Customer deposits
    165,354                   165,354  
Other term debt
    3,080                   3,080  
Senior notes
    200,000                   200,000  
 
                       
 
 
    907,593                   907,593  
 
                       
 
                               
Mortgage banking liabilities:
    169,336                   169,336  
 
                       
 
FIN 46R Entities:
                               
Accounts payable, accrued expenses and other liabilities
          13,926             13,926  
Debt
          163,974             163,974  
Contract land deposits
          46,723       (22,622 )     24,101  
Advances from NVR, Inc.
          8,029       (8,029 )      
Minority interest
                42,804       42,804  
 
                       
 
          232,652       12,153       244,805  
 
                       
 
                               
Equity
    1,152,074       43,767       (43,767 )     1,152,074  
 
                       
 
                               
Total liabilities and shareholders’ equity
  $ 2,229,003     $ 276,419     $ (31,614 )   $ 2,473,808  
 
                       

64


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Under FIN 46R, an enterprise with an interest in a variable interest entity or potential variable interest entity created before December 31, 2003, is not required to apply FIN 46R to that entity if the enterprise, after making an “exhaustive effort”, is unable to obtain the information necessary to perform the accounting required to consolidate the variable interest entity for which it is determined to be the primary beneficiary. At December 31, 2007, NVR has been unable to obtain the information necessary to perform the accounting required to consolidate six separate development entities created before December 31, 2003 for which NVR determined it was the primary beneficiary. NVR has made, or has committed to make, aggregate deposits, totaling $8,830 to these six separate development entities, with a total aggregate purchase price for the finished lots of approximately $73,000. The aggregate deposit made or committed to being made is NVR’s maximum exposure to loss. As noted above, because NVR does not have any contractual or ownership interests in the development entities with which it contracts to buy finished lots (other than the limited use of the LLC’s as discussed above), NVR does not have the ability to compel these development entities to provide financial or other data. Because NVR has no ownership rights in any of these six development entities, the consolidation of such entities has no impact on NVR’s net income or earnings per share for the years ended December 31, 2007, 2006 and 2005. Aggregate activity with respect to the six development entities is included in the following table:
                         
    December 31,
    2007   2006   2005
Finished lots purchased — dollars
  $ 15,514     $ 13,771     $ 4,033  
Finished lots purchased — units
    66       82       33  
4. Related Party Transactions
     During 2007, 2006, and 2005, NVR purchased, at market prices, developed lots from Elm Street Development, a company that is controlled by a member of the NVR Board of Directors (the “Board”). These transactions were approved by a majority of the independent members of the Board. Purchases from Elm Street Development totaled approximately $37,000, $50,000, and $29,000 during 2007, 2006 and 2005, respectively. During 2007, NVR terminated two fixed price purchase agreements entered into with Elm Street Development prior to 2007 and forfeited $663 in lot deposits as liquidated damages. These deposit forfeitures are included in the total contract land deposit write-offs discussed previously in Note 1. NVR expects to purchase the majority of the remaining lots under contract at December 31, 2007 over the next three years for an aggregate purchase price of approximately $91,000.
5. Property, Plant and Equipment, net
                 
    December 31,  
    2007     2006  
Homebuilding:
               
Office facilities and other
  $ 14,636     $ 14,592  
Model home furniture and fixtures
    30,394       32,731  
Manufacturing facilities
    26,592       24,889  
Property under capital leases
    4,005       4,005  
 
           
 
    75,627       76,217  
Less: accumulated depreciation
    (42,716 )     (35,787 )
 
           
 
  $ 32,911     $ 40,430  
 
           
 
               
Mortgage Banking:
               
Office facilities and other
  $ 3,771     $ 3,843  
Less: accumulated depreciation
    (2,890 )     (2,675 )
 
           
 
  $ 881     $ 1,168  
 
           

65


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Certain property, plant and equipment listed above is collateral for certain debt of NVR as more fully described in Note 6.
6. Debt
                 
    December 31,  
    2007     2006  
Homebuilding:
               
Working capital revolving credit (a)
  $     $  
 
           
 
               
Other term debt:
               
Capital lease obligations due in monthly installments through 2016 (b)
  $ 2,820     $ 3,080  
 
           
Senior notes (c)
  $ 200,000     $ 200,000  
 
           
 
               
Mortgage Banking:
               
Mortgage warehouse revolving credit (d)
  $ 83,463     $ 153,552  
 
           
 
(a)   The Company, as borrower, has available an unsecured working capital revolving credit facility (the “Facility”). The Facility provides for borrowings of up to $600,000, subject to certain borrowing base limitations. The Facility is generally available to fund working capital needs of NVR’s homebuilding segment. Up to $150,000 of the Facility is currently available for issuance in the form of letters of credit, of which $17,199 and $22,320 were outstanding at December 31, 2007 and 2006, respectively. 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. There were no borrowings under the Facility during 2007. The weighted-average interest rate for the amounts outstanding under the Facility during 2006 was 5.9%. At December 31, 2007, there were no borrowing base limitations reducing the amount available to the Company for borrowings.
 
         The Facility contains various affirmative and negative covenants. The negative covenants include among others, certain limitations on transactions involving the creation of guarantees, sale of assets, acquisitions, mergers, investments and land purchases. Additional covenants include (i) a minimum adjusted consolidated tangible net worth requirement, (ii) a maximum leverage ratio requirement, and (iii) an interest coverage ratio requirement. These covenants restrict the amount in which the Company would be able to pay in dividends each year. The Company is also subject to borrowing base restrictions if the Company’s senior debt rating falls below investment grade. At December 31, 2007 NVR was in compliance with all covenants under the Facility and maintained an investment grade rating on its senior debt.
 
(b)   The capital lease obligations have fixed interest rates ranging from 5.1% to 13.0% and are collateralized by land, buildings and equipment with a net book value of approximately $1,248 and $1,424 at December 31, 2007 and 2006, respectively.
     The following schedule provides future minimum lease payments under all capital leases together with the present value as of December 31, 2007:
         
Year ending December 31,  
2008
  $ 484  
2009
    637  
2010
    644  
2011
    645  
2012
    644  
Thereafter
    1,369  
 
     
 
    4,423  
Amount representing interest
    (1,603 )
 
     
 
  $ 2,820  
 
     

66


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(c)   On January 20, 1998, the Company filed a shelf registration statement with the Securities and Exchange Commission for the issuance of up to $400,000 of the Company’s debt securities (the “1998 Shelf Registration”). The 1998 Shelf Registration statement was declared effective on February 27, 1998 and provides that securities may be offered from time to time in one or more series, and in the form of senior or subordinated debt.
 
        On June 17, 2003, NVR completed an offering, at par, for $200,000 of 5% Senior Notes due 2010 (the “Notes”) under the 1998 Shelf Registration. The Notes mature on June 15, 2010 and bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The Notes are general unsecured obligations and rank equally in right of payment with all of NVR’s existing and future unsecured senior indebtedness and indebtedness under NVR’s existing credit facility. The Notes are senior in right of payment to any future subordinated indebtedness that NVR may incur. The Company may redeem the Notes, in whole or in part, at any time upon not less than 30 nor more than 60 days notice at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, or (b) the discounted present value of the remaining scheduled payments of the Notes to be redeemed, plus, in each case, accrued and unpaid interest. The indenture governing the Notes has, among other items, limitations on the incurrence of secured debt, restrictions on sale and leaseback transactions, and conditions related to mergers and/or the sale of assets. Upon completion of the 2003 Notes offering, we had $55,000 remaining available for issuance under the 1998 Shelf Registration.
 
        On May 27, 2004, NVR filed a shelf registration statement with the SEC to register up to $1,000,000 for future offer and sale of debt securities, common shares, preferred shares, depositary shares representing preferred shares and warrants (the “2004 Shelf Registration”). The SEC declared the 2004 Shelf Registration effective on June 15, 2004. NVR expects to use the proceeds received from future offerings issued under the 2004 Shelf Registration for general corporate purposes. As of December 31, 2007, no amounts have been issued under the 2004 Shelf Registration. This discussion of the 2004 Shelf Registration and the 1998 Shelf Registration does not constitute an offer of any securities for sale.
 
(d)    The mortgage warehouse facility (“Mortgage Warehouse Revolving Credit”) of NVR Mortgage Finance, Inc. (“NVRM”) currently has a borrowing limit of $125,000 at December 31, 2007. The Revolving Credit Agreement is used to fund its mortgage origination activities. The interest rate under the Mortgage Warehouse Revolving Credit agreement is either: (i) LIBOR plus 1.0%, or (ii) 1.125% depending on whether NVRM provides compensating balances. The weighted-average interest rates for amounts outstanding under the Mortgage Warehouse Revolving Credit facility were 4.5% and 5.0% during 2007 and 2006, respectively. The average interest rate for amounts outstanding at December 31, 2007 was 3.6%. Mortgage loans collateralize the Mortgage Warehouse Revolving Credit borrowings. The Mortgage Warehouse Revolving Credit facility is annually renewable and currently expires in August 2008.
 
        The Mortgage Warehouse Revolving Credit agreement includes, among other items, covenants restricting NVRM from incurring additional borrowings and making intercompany dividends and tax payments. In addition, NVRM is required to maintain a minimum net worth of $14,000. As of December 31, 2007, the borrowing base limitation reduced the amount available to the Company for borrowing to approximately $101,000. The Company was in compliance with all covenants under the Mortgage Warehouse Revolving Credit agreement at December 31, 2007.

67


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Maturities with respect to the Company’s debt as of December 31, 2007 are as follows:
         
Year Ending December 31,  
2008
  $ 83,578  
2009
    302  
2010
    200,353  
2011
    402  
2012
    456  
Thereafter
    1,192  
 
     
Total
  $ 286,283  
 
     
     The $83,578 maturing in 2008 includes $83,463 of borrowings under the Mortgage Warehouse Revolving Credit facility. The $200,353 maturing during 2010 includes $200,000 of Senior Notes maturing in June 2010.
7. Common Stock
     There were 5,137,554 and 5,517,527 common shares outstanding at December 31, 2007 and 2006, respectively. As of December 31, 2007, NVR had reacquired a total of approximately 20,756,000 shares of NVR common stock at an aggregate cost of approximately $3,420,000 since December 31, 1993. The Company repurchased 784,788; 481,141 and 1,269,050 shares at an aggregate purchase price of approximately $507,472, $287,064, and $962,609 during 2007, 2006 and 2005, respectively.
     Since 1999, the Company has issued shares from the treasury for all stock option exercises. There have been approximately 5,301,000 common shares reissued from the treasury in satisfaction of stock option exercises and other employee benefit obligations. The Company issued 404,815; 370,510 and 318,199 such shares during 2007, 2006 and 2005, respectively.
8. Income Taxes
     The provision for income taxes consists of the following:
                         
    Year Ended     Year Ended     Year Ended  
    December 31, 2007     December 31, 2006     December 31, 2005  
Current:
                       
Federal
  $ 189,907     $ 373,866     $ 386,712  
State
    36,231       74,691       81,288  
Deferred:
                       
Federal
    (17,356 )     (61,294 )     (17,669 )
State
    (3,232 )     (11,704 )     (3,471 )
 
                 
 
  $ 205,550     $ 375,559     $ 446,860  
 
                 
     In addition to amounts applicable to income before taxes, the following income tax benefits were recorded in shareholders’ equity:
                         
    Year Ended     Year Ended     Year Ended  
    December 31, 2007     December 31, 2006     December 31, 2005  
Income tax benefits arising from compensation expense for tax purposes in excess of amounts recognized for financial statement purposes
  $ 69,046     $ 95,979     $ 94,460  
 
                 

68


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Deferred income taxes on NVR’s consolidated balance sheets are comprised of the following:
                 
    December 31,  
    2007     2006  
Deferred tax assets:
               
Other accrued expenses and contract land deposit reserve
  $ 126,385     $ 105,350  
Deferred compensation
    30,405       32,331  
Stock option expense
    20,873       18,194  
Uniform capitalization
    8,240       11,307  
Unrecognized tax benefit
    25,897        
Other
    7,497       8,426  
 
           
Total deferred tax assets
    219,297       175,608  
Less: deferred tax liabilities
    3,399       3,049  
 
           
Net deferred tax position
  $ 215,898     $ 172,559  
 
           
     Deferred tax assets arise principally as a result of various accruals required for financial reporting purposes and deferred compensation, which are not currently deductible for tax return purposes.
     Management believes that the Company will have sufficient available carry-backs and future taxable income to make it more likely than not that the net deferred tax assets will be realized. Federal taxable income was approximately $376,154 and $833,995 for the years ended December 31, 2007 and 2006, respectively.
     A reconciliation of income tax expense in the accompanying statements of income to the amount computed by applying the statutory Federal income tax rate of 35% to income before taxes is as follows:
                         
    Year Ended     Year Ended     Year Ended  
    December 31, 2007     December 31, 2006     December 31, 2005  
Income taxes computed at the Federal statutory rate
  $ 188,827     $ 337,040     $ 400,547  
State income taxes, net of Federal income tax benefit
    23,086       43,491       53,501  
Other, net
    (6,363 )     (4,972 )     (7,188 )
 
                 
 
  $ 205,550     $ 375,559     $ 446,860  
 
                 
     The Company’s effective tax rate in 2007, 2006 and 2005 was 38.1%, 39.0% and 39.0%, respectively. The lower effective tax rate in 2007 is primarily due to the favorable tax impact of the increased deduction for domestic production activities available to the Company under Internal Revenue Code Section 199, which was established by the American Jobs Creation Act of 2004.
     The Company files a consolidated U.S. federal income tax return, as well as state and local tax returns in all jurisdictions where the Company maintains operations. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2004.
     The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes on January 1, 2007. As a result of the implementation of Interpretation 48, the Company did not recognize an increase or decrease in the liability for unrecognized tax benefits, and therefore, no adjustment was made to its balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

69


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
         
Balance at January 1, 2007
  $ 52,077  
Additions for tax positions for prior years
    581  
Additions based on tax positions related to the current year
    6,631  
Reductions for tax positions of prior years
    (3,223 )
Settlements
    (404 )
 
     
Balance at December 31, 2007
  $ 55,662  
 
     
If recognized, the total amount of unrecognized tax benefits that would affect the effective tax rate (on a net basis) is $36,383.
     The Company recognizes interest related to unrecognized tax benefits in the income tax expense line. For the years ended December 31, 2007, 2006 and 2005 the Company accrued interest on unrecognized tax benefits in the amounts of $4,452, $4,540 and $2,034, respectively. For the years ended December 31, 2007 and 2006, the Company had a total of $16,969 and $12,709, respectively, of accrued interest on unrecognized tax benefits in its balance sheet. Based on its historical experience in dealing with various taxing authorities, the Company has found that 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.
     The Company believes that within the next 12 months, it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $3,300 due to statute expiration in various state jurisdictions. Furthermore, the Company is currently under audit by the states of New Jersey and North Carolina.
9. Stock Option, Profit Sharing and Deferred Compensation Plans
Stock Option Plans
     NVR’s stock option plans provide for the granting of stock options to certain key employees and Board members of the Company to purchase shares of common stock. The exercise price of options granted is equal to the market value of the Company’s common stock on the date of grant. Options are granted for a ten-year term, and vest in separate tranches over periods of 6 to 9 years, depending upon the plan from which the shares were granted. For options granted prior to May 2005 and after November 2007, vesting is predicated solely on continued employment over a long-term vesting schedule (“service-only” options). For all options granted between May 2005 and October 2007 under all plans, option vesting is contingent first on the Company achieving an aggregate four-year diluted earnings per share target (see discussion of the EPS Target below), and if that target is met, then on continued employment over a period subsequent to the conclusion of the performance period (“performance condition” options). At December 31, 2007, there is an aggregate of 2,050,453 options outstanding, and an additional 486,726 options available to grant, under existing stock option plans.

70


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     The following is a summary description of each of the Company’s stock option plans for any plan with options outstanding at December 31, 2007:
    During 1996, the Company’s shareholders approved the Board of Directors’ adoption of the Management Long-Term Stock Option Plan (the “1996 Option Plan”). There are 2,000,000 non-qualified stock options (“Options”) authorized under the Management Long Term Stock Option Plan. All Options were granted at an exercise price equal to the fair market value of the Company’s Shares on the date of grant. The Options expire 10 years after the dates upon which they were granted, and vest annually in one-third increments beginning on December 31, 2000, or later depending on the date of grant.
 
    During 1999, the Company’s shareholders approved the Board of Directors’ adoption of the 1998 Management Long-Term Stock Option Plan (the “1998 Option Plan”). There are 1,000,000 Options authorized under the 1998 Option Plan. All Options were granted at an exercise price equal to the fair market value of the Company’s Shares on the date of grant. The Options expire 10 years after the dates upon which they were granted. Options granted under the 1998 Option Plan prior to 2003 vest annually in one-third increments beginning on December 31, 2003, or later depending on the date of grant, with vesting contingent upon continued employment. Options granted after 2002 generally vest in 25% increments beginning on December 31, 2006, or later depending on the date of grant.
 
    During 1999, the Company’s shareholders approved the Board of Directors’ adoption of the 1998 Directors’ Long Term Stock Option Plan (the “1998 Directors’ Plan”). There were 150,000 Options to purchase shares of common stock authorized for grant to the Company’s outside directors under the 1998 Directors’ Plan. All Options are granted at an exercise price equal to the fair market value of the Company’s Shares on the date of grant. The Options were granted for a 10-year period and vest annually in twenty-five percent (25%) increments beginning on either December 31, 2002 or December 31, 2006 (or later), as determined by the date of grant.
 
    During 2000, the Board approved the 2000 Broadly-Based Stock Option Plan (the “2000 Plan”). The Company did not seek approval from its shareholders for the 2000 Plan. There are 2,000,000 Options authorized under the 2000 Plan. All Options are granted at an exercise price equal to the fair market value of the Company’s Shares on the date of grant. Grants under the 2000 Plan are available to both employees and members of the Board. The distribution of Options to key employees and members of the board, in aggregate, are limited to 50% or less of the total options authorized under the 2000 Plan. Options granted under the 2000 Plan will expire 10 years from the date of grant, and generally vest annually in 25% increments beginning on December 31, 2006, or later depending on the date of grant.
 
    During 2005, the Company’s shareholders approved the Board of Directors’ adoption of the 2005 Stock Option Plan (the “2005 Plan”). There are 500,000 Options authorized under the 2005 Plan. All Options under the Plan were granted at the fair market value underlying the Shares at the date of grant and are subject to two vesting conditions. The first vesting condition requires that the Company satisfy a performance target based on growth in earnings per share (“EPS Target”) as of December 31, 2008. The EPS Target has been set at a level that reflects a growth rate in diluted earnings per share of ten percent per year for four years, based on NVR’s 2004 diluted earnings per share of $66.42. The aggregate EPS Target is $339.00 per share, the measurement of which is based on the sum of the actual diluted earnings per share results for the four annual periods ending December 31, 2005 through 2008. All Options granted will be cancelled if the EPS Target is not met. Secondly, if the EPS Target is met, Options will vest in 25% annual increments beginning December 31, 2010, or later, depending on the date of grant and based on continued employment.

71


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     Due to the continued earnings decline resulting from the deterioration in market conditions and NVR’s expectation that market conditions will not improve in the near term, during 2007 the Company determined that it is improbable that it will achieve the EPS Target related to 410,557 outstanding stock options. Based on the Company’s assessment that the EPS Target will not be met, it is expected that none of the contingently issuable options will vest. As a result, the Company reversed approximately $31,500 of pre-tax stock-based compensation costs recognized prior to the 2007 third quarter. The reversal of the stock-based compensation is included in the accompanying consolidated income statement, as follows: $28,450 is included in homebuilding selling, general and administrative expenses, $900 is included in homebuilding cost of sales, and $2,150 is included in mortgage banking general and administrative costs. It is improbable that any future stock-based compensation will be recognized for these options.
     The following table provides additional information relative to NVR’s stock option plans for the year ended December 31, 2007:
                                 
                    Weighted        
            Weighted     Average        
            Average     Remaining     Aggregate  
            Exercise     Contract Life     Intrinsic  
    Options     Price     (Years)     Value  
Stock Options
                               
Outstanding at beginning of period
    2,682,518     $ 299.81                  
Granted
    28,737       644.56                  
Exercised
    (404,815 )     166.95                  
Forfeited or expired
    (255,987 )     345.80                  
 
                           
Outstanding at end of period
    2,050,453     $ 325.13       4.4     $ 407,774  
 
                           
Exercisable at end of period
    725,870     $ 190.33       3.2     $ 242,201  
 
                           
     To estimate the grant-date fair value of its stock options, the Company uses the Black-Scholes option-pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following: the option’s exercise price; the price of the underlying stock on the date of grant; the estimated dividend yield; a “risk-free” interest rate; the estimated option term; and the expected volatility. For the “risk-free” interest rate, the Company uses a U.S. Treasury Strip due in a number of years equal to the option’s expected term. NVR has concluded that its historical exercise experience is the best estimate of future exercise patterns to determine an option’s expected term. To estimate expected volatility, NVR analyzed the historic volatility of its common stock. The fair value of the options granted were estimated on the grant date using the Black-Scholes option-pricing model based on the following assumptions:
                         
    2007     2006     2005  
Estimated option life
  8.87 years   8.72 years   8.82 years
Risk free interest rate (range)
    4.41% - 5.09 %     4.46% - 5.24 %                     3.84 %
Expected volatility (range)
    36.17% - 38.87 %     32.01% - 34.00 %     34.15 %
Expected dividend rate
    0.00 %     0.00 %     0.00 %
Weighted average grant-date fair value per share of options granted
  $ 351.10     $ 331.73     $ 370.03  
     Compensation cost for “service-only” 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). Compensation cost for “performance condition” option grants is recognized on a straight-line basis over the requisite service period for each vesting tranche of the award as if the award was, in substance, multiple awards (graded vesting attribution method). Of the 2,050,453 options outstanding at December 31, 2007, 1,648,081 vest solely based on a service condition, and 402,372 vest based on a combined performance and service condition. Compensation cost is recognized within the income statement in the same expense line as the cash compensation paid to the respective employees. SFAS 123R also requires the Company to estimate forfeitures in calculating the expense related to stock-based compensation. NVR has concluded that its historical forfeiture rate is the best measure to estimate future forfeitures of granted stock options. The impact on compensation costs due to changes in the expected forfeiture rate will be recognized in the period that they become known.

72


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     As of December 31, 2007, the total unrecognized compensation cost for outstanding unvested “service-only” stock option awards equals approximately $79,000, net of estimated forfeitures, and the weighted-average period over which the unrecognized compensation will be recorded is equal to approximately 2.07 years.
     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 of treasury shares acquired. During the years ended December 31, 2007, 2006 and 2005, options to purchase shares of the Company’s common stock of 404,815; 370,510 and 318,199 were exercised. Information with respect to the exercised options is as follows:
                         
    2007   2006   2005
Aggregate exercise proceeds
  $ 67,583     $ 20,451     $ 16,726  
Aggregate intrinsic value on exercise dates
  $ 218,255     $ 241,693     $ 232,725  
     The Company has elected the alternative transition method pursuant to FASB Staff Position SFAS 123R-3 to establish the beginning balance of the additional paid-in capital pool available to absorb any future write-offs of deferred tax benefits associated with stock-based compensation.
     On January 3, 2008, the Board’s Compensation Committee approved the granting of 256,650 stock options to employees and 11,718 stock options to the Company’s non-management Directors. The options granted to the employees will vest on December 31, 2010. The options granted to the Directors will vest ratably on December 31, 2010, 2011 and 2012.
Profit Sharing Plans
     NVR has a trustee-administered, profit sharing retirement plan (the “Profit Sharing Plan”) and an Employee Stock Ownership Plan (“ESOP”) covering substantially all employees. The Profit Sharing Plan and the ESOP provide for annual discretionary contributions in amounts as determined by the NVR Board of Directors. The combined plan contribution for the years ended December 31, 2007, 2006 and 2005 was $8,799, $13,535 and $15,370, respectively. The ESOP purchased approximately 15,700 and 18,000 shares of NVR common stock in the open market for the 2007 and 2006 plan year contributions, respectively, using cash contributions provided by the Company. As of December 31, 2007, all shares held by the ESOP had been allocated to participants’ accounts. The 2007 plan year contribution was funded and fully allocated to participants in February 2008.
Deferred Compensation Plans
     The Company has two deferred compensation plans (“Deferred Comp Plan”). The specific purpose of the Deferred Comp Plan is to i) establish a vehicle whereby named executive officers may defer the receipt of salary and bonus that otherwise would be nondeductible for Company tax purposes into a period where the Company would realize a tax deduction for the amounts paid, and ii) to enable certain of our employees who are subject to the Company’s stock holding requirements to acquire shares of our common stock on a pre-tax basis in order to more quickly meet, and maintain compliance with those stock holding requirements. Amounts deferred into the Deferred Comp Plan are invested in NVR common stock, held in a rabbi trust account, and are paid out in a fixed number of shares upon expiration of the deferral period.

73


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     The rabbi trust account held 516,085 and 547,911 shares of NVR common stock as of December 31, 2007 and 2006, respectively. During 2007, 32,096 shares of NVR common stock were issued from the rabbi trust related to deferred compensation for which the deferral period ended. There were 270 shares of NVR common stock contributed to the rabbi trust in 2007. Shares held by the Deferred Comp Plan are treated as outstanding shares in the Company’s earnings per share calculation for each of the years ended December 31, 2007, 2006 and 2005.
10. Commitments and Contingent Liabilities
     NVR is committed under multiple non-cancelable operating leases involving office space, model homes, manufacturing facilities, automobiles and equipment. Future minimum lease payments under these operating leases as of December 31, 2007 are as follows:
         
Year ended December 31,  
2008
  $ 26,660  
2009
    20,257  
2010
    12,811  
2011
    8,842  
2012
    6,453  
Thereafter
    24,841  
 
     
 
  $ 99,864  
 
     
     Total rent expense incurred under operating leases was approximately $51,091, $49,506 and $39,033 for the years ended December 31, 2007, 2006 and 2005, respectively.
     NVR is not in the land development business. The Company purchases finished lots under fixed price purchase agreements, which require deposits, which may be forfeited if the Company fails to perform under the contract. The deposits are in the form of cash or letters of credit in varying amounts and represent a percentage, typically ranging up to 10%, of the aggregate purchase price of the finished lots. This lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. The Company generally seeks to maintain control over a supply of lots believed to be suitable to meet its five-year business plan. At December 31, 2007, assuming that contractual development milestones are met, NVR is committed to placing additional forfeitable deposits with land developers under existing lot option contracts of approximately $67,000.
     During the ordinary course of operating the mortgage banking and homebuilding businesses, NVR is required to enter into bond or letter of credit arrangements with local municipalities, government agencies, or land developers to collateralize its obligations under various contracts. NVR had $31,341 of contingent obligations under such agreements (including $17,199 for letters of credit as described in Note 6(a) herein) as of December 31, 2007. NVR believes it will fulfill its obligations under the related contracts and does not anticipate any material losses under these bonds or letters of credit.

74


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
     The following table reflects the changes in the Company’s warranty reserve for the following (see Note 1 herein for further discussion of warranty/product liability reserves):
                         
    Year Ended     Year Ended     Year Ended  
    December 31, 2007     December 31, 2006     December 31, 2005  
Warranty reserve, beginning of year
  $ 70,175     $ 60,112     $ 42,319  
Provision
    47,041       57,222       62,598  
Payments
    (46,932 )     (47,159 )     (44,805 )
 
                 
Warranty reserve, end of year
  $ 70,284     $ 70,175     $ 60,112  
 
                 
     On July 18, 2007, former 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. The suits were filed as purported class actions. The class of individuals that any of the lawsuits purport to represent has not been certified. The Company intends to vigorously defend these actions, as the Company believes that its compensation practices in regard to sales and marketing representatives are entirely lawful. NVR’s position is strongly supported by two letter rulings that the United States Department of Labor issued in January 2007, in accordance with the DOL’s mandate to interpret federal wage and hour laws. The two courts to most recently consider similar claims against other homebuilders have adopted the DOL’s position that sales and marketing representatives were properly classified as exempt from overtime wages. 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 consolidated balance sheet.
     In 2006 and 2005, the Company received requests for information pursuant to Section 308(a) of the Clean Water Act (the “Act”) from Regions 3 and 4 of the United States Environmental Protection Agency (the “EPA”). The requests sought information regarding our storm water management discharge practices in North Carolina, Pennsylvania, Maryland and Virginia during the homebuilding construction process. The Company has provided the EPA with information in response to each of its requests. Additionally, in 2005, the EPA notified us of alleged storm water management violations under the Act at a homebuilding site in Pennsylvania, and that the Company may potentially be subject to administrative fines of up to $157 for the alleged violations. The Company has completed our building activity at the homebuilding site alleged to be in violation. The Company cannot predict the outcome of the EPA’s review of our storm water management practices. Further, it is not known at this time whether the EPA will seek to take legal action or impose penalties in connection with the alleged violation at the construction site in Pennsylvania, thus the Company has not recorded any associated liabilities in the accompanying consolidated balance sheet.
     On April 16, 2007, a lawsuit was filed by one of our customers against the Company in the United States District Court for the Western District of Pennsylvania alleging that the Company violated Section 8 of the Real Estate Settlement and Protection Act. The complaint sought treble damages, interest, injunctive and declaratory relief, attorney fees and other expenses. The lawsuit was filed as a purported class action. In January 2008, the suit was settled for a nominal amount and dismissed in its entirety.
     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.

75


 

NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
11. Quarterly Results (unaudited)
     The following table sets forth unaudited selected financial data and operating information on a quarterly basis for the years ended December 31, 2007 and 2006.
                                 
    Year Ended December 31, 2007
    4th   3rd   2nd   1st
    Quarter   Quarter   Quarter   Quarter
Revenues—homebuilding operations
  $ 1,405,466     $ 1,270,471     $ 1,297,140     $ 1,075,110  
Gross profit — homebuilding operations
  $ 181,153     $ 183,072     $ 235,203     $ 221,700  
Mortgage banking fees
  $ 21,931     $ 21,617     $ 19,528     $ 18,079  
Net income
  $ 67,274     $ 91,113     $ 90,747     $ 84,821  
Diluted earnings per share
  $ 11.72     $ 15.26     $ 14.14     $ 12.96  
Contracts for sale, net of cancellations (units)
    1,948       2,660       3,745       3,917  
Settlements (units)
    3,874       3,476       3,463       2,700  
Backlog, end of period (units)
    5,145       7,071       7,887       7,605  
Loans closed
  $ 867,106     $ 793,749     $ 849,430     $ 715,039  
                                 
    Year Ended December 31, 2006
    4th   3rd   2nd   1st
    Quarter   Quarter   Quarter   Quarter
Revenues—homebuilding operations
  $ 1,600,733     $ 1,528,964     $ 1,722,797     $ 1,183,742  
Gross profit — homebuilding operations
  $ 303,361     $ 290,293     $ 418,614     $ 322,703  
Mortgage banking fees
  $ 26,397     $ 24,447     $ 26,131     $ 20,913  
Net income
  $ 135,167     $ 129,333     $ 190,352     $ 132,560  
Diluted earnings per share
  $ 20.86     $ 19.63     $ 28.08     $ 19.48  
Contracts for sale, net of cancellations (units)
    3,002       2,378       4,204       3,633  
Settlements (units)
    4,002       3,854       4,297       2,986  
Backlog, end of period (units)
    6,388       7,388       8,864       8,957  
Loans closed
  $ 1,071,286     $ 986,677     $ 1,123,461     $ 736,782  

76

exv10w33
 

Exhibit 10.33
NVR, Inc.
Summary of the 2008 Named Executive Officer Annual Incentive Compensation Plan
     The following is a description of NVR, Inc.’s (“NVR” or the “Company”) 2008 annual incentive compensation plan (the “Bonus Plan”). The Bonus Plan is not set forth in a formal written document, and therefore NVR is providing this description of the plan pursuant to Item 601(b)(10)(iii) of Regulation S-K.
     All of NVR’s named executive officers; Paul C. Saville (President and Chief Executive Officer of NVR), William J. Inman (President of NVRM), Dennis M. Seremet (Senior Vice President, Chief Financial Officer and Treasurer of NVR) and Robert W. Henley (Vice President and Controller of NVR) participate in the Bonus Plan, with the exception of Mr. Dwight C. Schar, the executive Chairman, who requested that his bonus opportunity for 2008 be reduced to $0. The named executive officers can earn no more than 100% of their base salary as a bonus award.
Under the Bonus Plan, the annual bonus opportunity for Mr. Saville, Mr. Seremet and Mr. Henley for 2008 will be based 80% upon our consolidated pre-tax profit (before consolidated annual bonus and stock-based compensation expense but after all other charges) and 20% based on the number of new orders (net of cancellations) that we generate compared to the consolidated pre-tax profit and new orders within our 2008 annual business plan. Mssrs. Saville, Seremet and Henley begin to earn the consolidated pre-tax profit portion of their annual bonus award once the target is at least 80% attained. The full amount of the consolidated pre-tax profit portion of their annual bonus award is earned ratably from 80% up to 100% of the target attainment. Mssrs. Saville, Seremet and Henley begin to earn the new orders unit portion of their annual bonus award once the target is at least 85% attained. The full amount of the new orders unit portion of their annual bonus award is earned ratably from 85% up to 100% of the target attainment. Mr. Inman’s annual bonus opportunity for 2008 is based 55% upon our mortgage banking operations pre-tax profit (before annual bonus expense, stock-based compensation expense and certain corporate overhead cost allocations), 25% upon return on invested capital in the mortgage operations and 20% based on our new orders (net of cancellations). Mr. Inman begins to earn the mortgage banking pre-tax profit and return on invested capital portions of his annual bonus award once the target is at least 80% attained. The full amount of the mortgage banking pre-tax profit and return on invested capital portions of his annual bonus award is earned ratably from 80% up to 100% of the target attainment. Mr. Inman begins to earn the new orders unit portion of his annual bonus award once the target is at least 85% attained. The full amount of the new orders unit portion of his annual bonus award is earned ratably from 85% up to 100% of the target attainment.

 

exv10w34
 

Exhibit 10.34
NVR, INC.
1998 DIRECTORS’ LONG-TERM STOCK OPTION PLAN
STOCK OPTION AGREEMENT
     THIS AGREEMENT is entered into as of                     , between NVR, Inc., a Virginia corporation (hereinafter “NVR”), and                                         , a non-employee director of NVR (the “Optionee”).
Recitals:
     WHEREAS, NVR has adopted the NVR, Inc. 1998 Directors’ Long-Term Stock Option Plan ( the “Plan”) providing for the grant under certain circumstances of options (the “Options”) exercisable for the purchase of shares of NVR Common Stock (the “Shares”);
     WHEREAS, NVR, under the terms and conditions set forth below, has offered and committed to grant an Option under the Plan to the Optionee in connection with the Optionee’s service as a non-employee director of NVR; and
     WHEREAS, in consideration of the grant of the Option and other benefits, the Optionee is willing to accept the Option provided for in this Agreement and is willing to abide by the obligations imposed on him or her under this Agreement and the other responsibilities of his or her position.
Provisions:
     NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, NVR and the Optionee hereby agree as follows:
     1. Acknowledgments of Optionee. The Option granted under this Agreement is intended to provide to the Optionee an opportunity to purchase Shares. The Optionee provides service to NVR in the capacity of a non-employee director. The Optionee acknowledges that such position, the Option granted under this Agreement and the other benefits of his or her service in that capacity are being conferred upon the Optionee only because of and on the condition of the willingness of the Optionee to commit his or her best efforts and loyalty to NVR in the performance of the duties of that position.
     2. Effect of the Plan. The Option to be granted under this Agreement will be subject to all of the terms and conditions of the Plan, which are incorporated by reference and made part of this Agreement. The Optionee will abide by, and the Option granted to the Optionee will be subject to, all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee established to administer the Plan and by the Board of Directors of NVR (hereinafter “Board”) pursuant to the Plan.
     3. Grants. The Optionee is hereby granted an option to purchase 1,302 Shares, with an Option Price of $                     per Share.
     4. Exercise; Conditions to Exercise.
          (a) Period of Exercise. Subject to Section 4(g) below, the Option may be exercised in whole or in part with respect to vested grants at any time after vesting. No Option may be exercised after ten years from the date of grant. The Option may be exercised only with respect to whole Shares.

 


 

          (b) Vesting of Option. On each of December 31, ___,                      and ___,                      percent (                    %) of the Options shall be exercisable in respect of the number of Shares initially subject to the Option. Subject to Section 4(g), the foregoing installments, to the extent not exercised, shall accumulate and be exercisable, in whole or in part, at any time and from time to time, after becoming exercisable and prior to the termination of the Option. For the avoidance of doubt and by way of example, if additional vesting occurs on December 31, 2010, the Options additionally vested on that date could not be exercised until the first business day of 2011, at which time the Optionee would not necessarily have to be a non-employee director in order to exercise the Options, subject to the earlier termination of the Option pursuant to Paragraph 5 of this Agreement.
          (c) Exercisability. In the event of a termination of the Optionee’s service as a non-employee director other than for “Cause” (as defined in Section 5), resulting from the Optionee’s involuntary termination without “Cause” (as defined in Section 5), death, disability or retirement at normal retirement age, the Option shall become exercisable at the date of termination for an additional portion of the previously nonexercisable portion of the Option which would have been eligible to be exercised at the end of the year in which such termination occurs and the remaining unvested portion of the Option shall immediately terminate. In addition, if the Optionee’s service is terminated because the Optionee (i) does not stand for reelection as a director, (ii) is asked not to stand for reelection as a director, or (iii) stands for reelection but is not reelected as a director, the Option shall become exercisable at the date of termination for an additional portion of the previously nonexercisable portion of the Option which the Optionee would have been eligible to exercise if the Optionee had continued to provide service to the company for the remainder of the calendar year in which his or her termination occurs and for one additional year thereafter and the remaining unvested portion of the Option shall immediately terminate.
          (d) Who May Exercise. During the Optionee’s lifetime, the Option rights may be exercised only by him or her.
          (e) Manner of Exercise. Option rights may be exercised by the delivery of written notice from the Optionee to the Committee or the Committee’s designee specifying the number of Shares then being exercised.
          (f) Payment of Exercise Price. To exercise the Option, the Optionee must make full payment of the Option Price to NVR in any one or more of the following ways:
     (i) in cash, including check, bank draft, or money order; and/or
     (ii) by the assignment and delivery to NVR of Shares owned by the Optionee (or his estate) provided however, that such Shares have not been acquired pursuant to the exercise of an option within the last six months (unless the options were exercised following the death of the Optionee), are free and clear of all liens and encumbrances and have a fair market value (as determined by the closing price on the national securities exchange on which the Shares are listed on the day preceding the day of exercise or by any other method acceptable to the Committee in its absolute discretion) equal to the applicable Option Price less than any portion thereof paid in cash.
     The Optionee also must reimburse NVR for the amount of all applicable withholding taxes at the rate required to be paid by NVR.
          (g) Restrictions on Exercise - Regulatory Matters. The Option may not be exercised if such exercise would constitute a violation of any applicable Federal or state statute or regulation or if any required approval of a governmental authority having jurisdiction shall not have been secured. NVR agrees to use reasonable diligence to obtain all such requisite approvals or consents.

 


 

     5. Termination of Option. If the Optionee ceases to be a non-employee director as a result of a termination for “Cause” (as defined in this paragraph), the Option shall terminate. A termination shall be for “Cause” in the event the Optionee ceases to be a non-employee director of NVR as a result of (i) conviction of a felony, or other crime involving moral turpitude; (ii) gross misconduct in connection with the performance of such Optionee’s duties (which shall include a breach of such Optionee’s fiduciary duty of loyalty); (iii) a willful violation of any criminal law involving a felony, including federal or state securities laws; or (iv) material breaches (following notice and an opportunity to cure) of any covenants by the Optionee contained in any agreement between the Optionee and NVR, including violations of the Company’s Code of Ethics. In the event of a termination for “Cause”, the unexercised Option shall terminate immediately.
In no event may the Option be exercised by the Optionee if he or she has violated any provision of this Agreement.
     6. Adjustment Upon Changes in Shares. Adjustments specified in Section 7 relating to Shares or securities of the Corporation shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit.
     7. Effect Of Changes In Capitalization.
          (a) Changes in Shares. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Corporation by reason of any recapitalization, reclassification, stock split-up, combination of stock, exchange of shares, stock dividend or other distribution payable on capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Corporation occurring after the date the Option is granted, the number and kind of shares for which the Option is outstanding shall be adjusted proportionately and appropriately , so that the proportionate interest of the Optionee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the Option shall not change the aggregate Option Price payable with respect to shares subject to the unexercised portion of the Option but shall include a corresponding proportionate adjustment in the Option Price per share.
          (b) Reorganization in Which the Corporation Is the Surviving Entity. Subject to Section 7(c) of this Section, if the Corporation shall be the surviving entity in any reorganization, merger or consolidation of the Corporation with one or more other entities, the Option shall pertain to and apply to the securities to which a holder of the number of shares subject to the Option would have been entitled immediately following such reorganization, merger or consolidation, with a corresponding proportionate adjustment of the Option Price per share so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the shares remaining subject to the Option immediately prior to such reorganization, merger or consolidation.
          (c) Reorganization in Which the Corporation Is Not the Surviving Corporation or Sale of Assets or Shares. Upon the dissolution or liquidation of the Corporation, or upon a merger, consolidation or reorganization of the Corporation with one or more other corporations in which the Corporation is not the surviving corporation, or upon a sale of substantially all of the assets of the Corporation to another corporation, or upon any transaction (including, without limitation, a merger or reorganization in which the Corporation is the surviving corporation) which results in any person or entity (or persons or entities acting as a group or in concert) owning 20 percent or more of the combined voting power of all classes of stock of the Corporation, or upon any person commencing a tender or exchange offer or entering into an agreement or receiving an option to acquire beneficial ownership of 20 percent or more of the total number of voting shares of the Corporation, all Options outstanding hereunder shall fully vest. In the event of any such change of control, sale of assets or other corporate transaction (a “Transaction”), each individual holding an Option shall have the right (i) immediately prior to the

 


 

occurrence of such Transaction and (ii) during such period occurring prior to such Transaction as the Administrator in its sole discretion shall designate, to exercise such Option in whole or in part, whether or not such Option was otherwise exercisable at the time such Transaction occurs and without regard to any installment limitation on exercise imposed pursuant to Section 4(b) above, but with regard to the limitation on exercise imposed pursuant to Section 4(g) above. The Administrator shall send written notice of an event that will result in such an exercise period to all individuals who hold Options not later than the time at which the Corporation gives notice thereof to its stockholders.
     8. Nonassignability. The options may not be transferred in any manner otherwise than by will or the laws of descent and distribution.
     9. Rights as a Holder of Shares. An Optionee or a transferee of an Option shall have no rights as a Shareholder with respect to any Shares covered by his or her Option until the date on which payment is made by him or her, and accepted by the Company, for such Shares. No adjustment shall be made for distributions for which the record date is prior to the date such payment is made and accepted.
     10. Disclaimer of Rights. No provision in this Agreement shall be construed to confer upon the Optionee the right to continue as a director of NVR.
     11. Notices. Notices regarding the exercise of Options must be in writing, addressed and delivered or mailed to: NVR, Inc., Plaza America Tower I, 11700 Plaza America Drive, Suite 500, Reston, VA 20190, Attn: Assistant Treasurer. All other notices to NVR must be in writing, addressed and delivered or mailed to: NVR, Inc., Plaza America Tower I, 11700 Plaza America Drive, Suite 500, Reston, VA 20190, Attn: Sr. Vice President, Human Resources. All notices to the Optionee must be in writing addressed and delivered or mailed to him or her at the address shown on the records of NVR.
     12. Governing Law. This Agreement and all determinations made and actions taken pursuant thereto, shall be governed under the laws of the Commonwealth of Virginia.
     13. Severability. If any part of this Agreement shall be determined to be invalid or unenforceable, such part shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remaining portions hereof.
     14. Amendment, Suspension or Termination of Plan. The Company may from time to time amend, suspend or, at any time, terminate the Plan or modify this option agreement with the consent of the Optionee. An amendment, suspension or termination of the Plan shall not without the consent of the Optionee, reduce or impair any rights or obligations under this Agreement.
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
         
  NVR, INC.
 
 
  By:      
    Its:     
       
    OPTIONEE   

 

exv21
 

         
EXHIBIT 21
NVR, Inc. Subsidiaries
     
    State of
    Incorporation or
Name of Subsidiary   Organization
 
   
NVR Mortgage Finance, Inc.
  Virginia
NVR Settlement Services, Inc.
  Pennsylvania
RVN, Inc.
  Delaware
NVR Services, Inc.
  Delaware
NVR Funding II, Inc.
  Delaware
NVR Funding III, Inc.
  Delaware

 

exv23
 

EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
NVR, Inc.:
We consent to the incorporation by reference in the registration statement (No. 33-69754) on Form S-8 (for the NVR, Inc. Directors’ Long-Term Incentive Plan), the registration statement (No. 33-69756) on Form S-8 (for the NVR, Inc. Management Equity Incentive Plan), the registration statement (No. 33-69758) on Form S-8 (for the NVR, Inc. Equity Purchase Plan), the registration statement (No. 33-87478) on Form S-8 (for the NVR, Inc. 1994 Management Equity Incentive Plan), the registration statement (No. 333-04975) on Form S-8 (for the NVR, Inc. Management Long-Term Stock Option Plan), the registration statement (No. 333-29241) on Form S-8 (for the Profit Sharing Plan of NVR, Inc. and Affiliated Companies), the registration statement (No. 333-04989) on Form S-8 (for the NVR, Inc. Directors’ Long-Term Stock Option Plan), the registration statement (No. 333-44515) on Form S-3 (for a universal shelf registration for senior or subordinated debt in an amount up to $400 million), the amended registration statement (No. 333-44515) on Form S-3A (for a universal shelf registration for senior or subordinated debt in an amount up to $400 million), the registration statement (No. 333-79949) on Form S-8 (for the NVR, Inc. 1998 Directors’ Long-Term Stock Option Plan), the registration statement (No. 333-79951) on Form S-8 (for the NVR, Inc. 1998 Management Stock Option Plan), the registration statement (No. 333-56732) on Form S-8 (for the NVR, Inc. 2000 Broadly-Based Stock Option Plan), the registration statement (No. 333-82756) on Form S-8 (for the Profit Sharing Plan of NVR, Inc. and Affiliated Companies), the registration statement (No. 333-115936) on Form S-3 (for a universal shelf registration for senior or subordinated debt, common shares, preferred shares, depositary shares representing preferred shares and warrants in an amount up to $1 billion), the registration statement (No. 333-125135) on Form S-8 (for the NVR, Inc. 2005 Stock Option Plan) of our reports dated February 22, 2008 with respect to the consolidated balance sheets of NVR, Inc. and subsidiaries as of December 31, 2007 and 2006 and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of NVR, Inc.
Our report refers to the adoption of SFAS 123(R), “Share-Based Payment.”
KPMG LLP
McLean, Virginia
February 22, 2008

 

exv31w1
 

EXHIBIT 31.1
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Paul C. Saville, certify that:
  1.   I have reviewed this report on Form 10-K of NVR, Inc.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: February 22, 2008  By:   /s/ Paul C. Saville    
    Paul C. Saville   
    President and Chief Executive Officer   
 

 

exv31w2
 

EXHIBIT 31.2
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Dennis M. Seremet, certify that:
  1.   I have reviewed this report on Form 10-K of NVR, Inc.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: February 22, 2008  By:   /s/ Dennis M. Seremet    
    Dennis M. Seremet   
    Senior Vice President, Chief Financial Officer and Treasurer   

 

exv32
 

         
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of NVR, Inc. for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of NVR, Inc., hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NVR, Inc.
         
     
Date: February 22, 2008  By:   /s/ Paul C. Saville    
    Paul C. Saville   
    President and Chief Executive Officer   
 
     
  By:   /s/ Dennis M. Seremet    
    Dennis M. Seremet   
    Senior Vice President, Chief Financial Officer and Treasurer