SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 21, 2009
NVR, Inc.
(Exact
name of registrant as specified in its
charter)
|
Virginia
|
1-12378
|
54-1394360
|
||
|
(State
or other jurisdiction of
|
(Commission
File
|
(I.R.S.
Employer
|
||
|
incorporation
or organization)
|
Number)
|
Identification
No.)
|
|
11700 Plaza America Drive, Suite 500, Reston,
Virginia
|
20190
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 703-956-4000
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.133-4(c))
|
Item
2.02
|
Results
of Operations and Financial
Condition
|
On April 21, 2009, NVR, Inc. issued a
press release reporting its financial results for the first quarter ended March
31, 2009. A copy of this press release is furnished hereto as Exhibit
99.1.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(c)
Exhibits
|
Number
|
Description
|
|
|
99.1
|
Press
release dated April 21,
2009.
|
2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
NVR,
Inc.
|
|||
|
Date: April
21, 2009
|
By:
|
/s/ Dennis M. Seremet | |
|
Name:
|
Dennis
M. Seremet
|
||
|
Title:
|
Senior
Vice President and
Chief
Financial Officer
|
3
INDEX
TO EXHIBITS
|
Exhibit Number
|
Exhibit Description
|
|
|
99.1
|
Press
release dated April 21, 2009.
|
4
Exhibit
99.1
NVR,
INC. ANNOUNCES FIRST QUARTER RESULTS
|
FOR
IMMEDIATE RELEASE
|
Contact:
|
Dan Malzahn
|
|
Office:
|
(703) 956-4204
|
April 21, 2009, Reston, VA—NVR, Inc.
(NYSE: NVR), one of the nation’s largest homebuilding and mortgage
banking companies, announced net income for its first quarter ended March 31,
2009 of $17,988,000, $3.02 per diluted share. Net income and diluted
earnings per share for its first quarter ended March 31, 2009 decreased 59% when
compared to the 2008 first quarter. Consolidated revenues for the
first three months of 2009 totaled $558,599,000, a 37% decline from $887,931,000
for the comparable 2008 quarter.
Homebuilding
New
orders in the first quarter of 2009 decreased 11% to 2,426 units, when compared
to 2,731 units in the first quarter of 2008. The cancellation rate in
the first quarter of 2009 was 15% compared to 22% in the first quarter of 2008
and 30% in the fourth quarter of 2008. The average sales price of new
orders in the first quarter of 2009 declined by 12% from the first quarter of
2008. Settlements decreased in the first quarter of 2009 to 1,773
units, 28% less than the same period of 2008. The Company’s backlog
of homes sold but not settled at the end of the 2009 quarter decreased on a unit
basis by 29% to 3,817 units from the same period last year. On a
dollar basis, backlog dropped to $1,139,210,000, a decline of 41% when compared
to the same period last year.
Homebuilding
revenues for the three months ended March 31, 2009 totaled $548,329,000, 37%
lower than the year earlier period. Gross profit margins were 15.6%
in the 2009 first quarter compared to 16.4% for the same period in
2008. Land deposit impairments in the 2009 quarter were $0 compared
to approximately $6,600,000 in the first quarter of 2008. Income
before tax from the homebuilding segment totaled $25,770,000, a decrease of 58%
when compared to the first quarter of the previous year.
Mortgage
Banking
Mortgage
closed loan production of $427,294,000 for the three months ended March 31, 2009
was 18% lower than the same period last year. Operating income for
the mortgage banking operations during the first quarter of 2009 decreased 57%
to $4,848,000, when compared to $11,243,000 reported for the same period of
2008.
Other
News
The
Company reported that it closed the 2009 first quarter with a cash and cash
equivalents and marketable security position of $1,251,131,000. The
marketable securities are comprised of $309,018,000 of debt securities issued by
the U.S. Treasury and other U.S. government corporations and agencies, and
$349,344,000 of corporate debt securities issued under the FDIC Temporary
Liquidity Guarantee Program.
The
Company also reported that on April 3, 2009 it repurchased $27,950,000 of the
Company's 5% Senior Notes due 2010 ("Senior Notes") on the open market at
par. The remaining outstanding balance of the Senior Notes is
$135,370,000.
Page 1 of
5
Some of
the statements in this release made by the Company 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 variations thereof or
comparable terminology, or by discussion of strategies, each of which involves
risks and uncertainties. All statements other than those of
historical facts included herein, including those regarding market trends, NVR’s
financial position, business strategy, the outcome of pending litigation,
projected plans and objectives of management for future operations, are
forward-looking statements. 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,
general economic and business conditions (on both a national and regional
level), interest rate changes, access to suitable financing by NVR and by 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 moratoria, 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. The Company has no
obligation to update such forward-looking statements.
Page 2 of
5
NVR,
Inc.
Consolidated
Statements of Income
(in
thousands, except per share data)
(Unaudited)
|
Three Months Ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Homebuilding:
|
||||||||
|
Revenues
|
$ | 548,329 | $ | 869,869 | ||||
|
Other
income
|
2,539 | 6,399 | ||||||
|
Cost
of sales
|
(462,630 | ) | (726,931 | ) | ||||
|
Selling,
general and administrative
|
(59,694 | ) | (84,166 | ) | ||||
|
Operating
income
|
28,544 | 65,171 | ||||||
|
Interest
expense
|
(2,774 | ) | (3,239 | ) | ||||
|
Homebuilding
income
|
25,770 | 61,932 | ||||||
|
Mortgage
Banking:
|
||||||||
|
Mortgage
banking fees
|
10,270 | 18,062 | ||||||
|
Interest
income
|
584 | 810 | ||||||
|
Other
income
|
89 | 159 | ||||||
|
General
and administrative
|
(5,758 | ) | (7,654 | ) | ||||
|
Interest
expense
|
(337 | ) | (134 | ) | ||||
|
Mortgage
banking income
|
4,848 | 11,243 | ||||||
|
Income
before taxes
|
30,618 | 73,175 | ||||||
|
Income
tax expense
|
(12,630 | ) | (29,709 | ) | ||||
|
Net
income
|
$ | 17,988 | $ | 43,466 | ||||
|
Basic
earnings per share
|
$ | 3.19 | $ | 8.32 | ||||
|
Diluted
earnings per share
|
$ | 3.02 | $ | 7.42 | ||||
|
Basic
average shares outstanding
|
5,642 | 5,224 | ||||||
|
Diluted
average shares outstanding
|
5,958 | 5,859 | ||||||
Page 3 of
5
NVR,
Inc.
Consolidated
Balance Sheets
(in
thousands, except share and per share data)
|
March
31,
2009 |
December
31,
2008 |
|||||||
|
(unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Homebuilding:
|
||||||||
|
Cash
and cash equivalents
|
$ | 591,490 | $ | 1,146,426 | ||||
|
Marketable
securities
|
658,362 | - | ||||||
|
Receivables
|
9,251 | 11,594 | ||||||
|
Inventory:
|
||||||||
|
Lots
and housing units, covered under sales agreements with
customers
|
321,257 | 335,238 | ||||||
|
Unsold
lots and housing units
|
44,678 | 57,639 | ||||||
|
Manufacturing
materials and other
|
4,594 | 7,693 | ||||||
| 370,529 | 400,570 | |||||||
|
Contract
land deposits, net
|
25,695 | 29,073 | ||||||
|
Assets
not owned, consolidated per FIN 46R
|
69,305 | 114,930 | ||||||
|
Property,
plant and equipment, net
|
23,545 | 25,658 | ||||||
|
Reorganization
value in excess of amounts allocable to identifiable assets,
net
|
41,580 | 41,580 | ||||||
|
Other
assets, net
|
223,431 | 242,626 | ||||||
| 2,013,188 | 2,012,457 | |||||||
|
Mortgage
Banking:
|
||||||||
|
Cash
and cash equivalents
|
1,279 | 1,217 | ||||||
|
Mortgage
loans held for sale, net
|
100,543 | 72,488 | ||||||
|
Property
and equipment, net
|
663 | 759 | ||||||
|
Reorganization
value in excess of amounts allocable to identifiable assets,
net
|
7,347 | 7,347 | ||||||
|
Other
assets
|
8,130 | 8,968 | ||||||
| 117,962 | 90,779 | |||||||
|
Total
assets
|
$ | 2,131,150 | $ | 2,103,236 | ||||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Homebuilding:
|
||||||||
|
Accounts
payable
|
$ | 119,293 | $ | 137,285 | ||||
|
Accrued
expenses and other liabilities
|
158,359 | 194,869 | ||||||
|
Liabilities
related to assets not owned, consolidated per FIN 46R
|
64,137 | 109,439 | ||||||
|
Customer
deposits
|
58,264 | 59,623 | ||||||
|
Other
term debt
|
2,478 | 2,530 | ||||||
|
Senior
notes
|
163,320 | 163,320 | ||||||
| 565,851 | 667,066 | |||||||
|
Mortgage
Banking:
|
||||||||
|
Accounts
payable and other liabilities
|
14,947 | 17,842 | ||||||
|
Notes
payable
|
75,381 | 44,539 | ||||||
| 90,328 | 62,381 | |||||||
|
Total
liabilities
|
656,179 | 729,447 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Shareholders’
equity:
|
||||||||
|
Common
stock, $0.01 par value; 60,000,000 shares authorized; 20,559,671 and
20,561,187 shares issued for March 31, 2009 and December 31, 2008,
respectively
|
206 | 206 | ||||||
|
Additional
paid-in capital
|
766,775 | 722,265 | ||||||
|
Deferred
compensation trust – 270,335 and 514,470 shares of NVR, Inc.
common stock for March 31, 2009 and December 31, 2008,
respectively
|
(44,307 | ) | (74,978 | ) | ||||
|
Deferred
compensation liability
|
44,307 | 74,978 | ||||||
|
Retained
earnings
|
3,648,875 | 3,630,887 | ||||||
|
Less
treasury stock at cost – 14,833,217 and 15,028,335 shares for March 31,
2009 and December 31, 2008, respectively
|
(2,940,885 | ) | (2,979,569 | ) | ||||
|
Total
shareholders’ equity
|
1,474,971 | 1,373,789 | ||||||
|
Total
liabilities and shareholders’ equity
|
$ | 2,131,150 | $ | 2,103,236 | ||||
Page 4 of
5
NVR,
Inc.
Operating
Activity
(unaudited)
(dollars
in thousands)
|
Three
Months Ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Homebuilding
data:
|
||||||||
|
New
orders (units)
|
||||||||
|
Mid
Atlantic (1)
|
1,203 | 1,292 | ||||||
|
North
East (2)
|
235 | 280 | ||||||
|
Mid
East (3)
|
701 | 717 | ||||||
|
South
East (4)
|
287 | 442 | ||||||
|
Total
|
2,426 | 2,731 | ||||||
|
Average
new order price
|
$ | 281.9 | $ | 320.0 | ||||
|
Settlements
(units)
|
||||||||
|
Mid
Atlantic (1)
|
928 | 1,241 | ||||||
|
North
East (2)
|
184 | 245 | ||||||
|
Mid
East (3)
|
413 | 617 | ||||||
|
South
East (4)
|
248 | 362 | ||||||
|
Total
|
1,773 | 2,465 | ||||||
|
Average
settlement price
|
$ | 308.8 | $ | 352.6 | ||||
|
Backlog
(units)
|
||||||||
|
Mid
Atlantic (1)
|
2,051 | 2,777 | ||||||
|
North
East (2)
|
354 | 540 | ||||||
|
Mid
East (3)
|
1,019 | 1,213 | ||||||
|
South
East (4)
|
393 | 881 | ||||||
|
Total
|
3,817 | 5,411 | ||||||
|
Average
backlog price
|
$ | 298.5 | $ | 354.0 | ||||
|
Community
count (average)
|
357 | 442 | ||||||
|
Lots
controlled at end of period
|
44,000 | 64,000 | ||||||
|
Mortgage
banking data:
|
||||||||
|
Loan
closings
|
$ | 427,294 | $ | 523,538 | ||||
|
Capture
rate
|
89 | % | 82 | % | ||||
|
Common
stock information:
|
||||||||
|
Shares
outstanding at end of period
|
5,726,454 | 5,274,489 | ||||||
|
Number
of shares repurchased
|
- | - | ||||||
|
Aggregate
cost of shares repurchased
|
- | - | ||||||
|
(1)
|
Virginia,
West Virginia, Maryland, and
Delaware
|
|
(2)
|
Eastern
Pennsylvania and New Jersey
|
|
(3)
|
Western
Pennsylvania, Kentucky, New York and
Ohio
|
|
(4)
|
North
Carolina, South Carolina and
Tennessee
|
Page 5 of
5