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): January 27,
2010
NVR, Inc.
(Exact
name of registrant as specified in its
charter)
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Virginia
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1-12378
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54-1394360
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(State
or other jurisdiction of
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(Commission
File
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(I.R.S.
Employer
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||
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incorporation
or organization)
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Number)
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Identification
No.)
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11700 Plaza America Drive, Suite 500, Reston,
Virginia
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20190
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.133-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition
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On January 27, 2010, NVR, Inc. issued a
press release reporting its financial results for the quarter and year to date
periods ended December 31, 2009. A copy of this press release is
furnished herewith as Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits
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| (c) Exhibits | ||
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Number
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Description
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99.1
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Press
release dated January 27,
2010.
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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.
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NVR,
Inc.
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Date: January
27, 2010
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By:
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/s/ Dennis M.
Seremet
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Name:
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Dennis
M. Seremet
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Title:
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Senior
Vice President and
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Chief
Financial Officer
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3
INDEX
TO EXHIBITS
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Exhibit Number
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Exhibit Description
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99.1
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Press
release dated January 27,
2010.
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4
NVR,
INC. ANNOUNCES FULL YEAR AND FOURTH QUARTER RESULTS
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FOR
IMMEDIATE RELEASE
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Contact:
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Dan
Malzahn
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Office:
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(703)
956-4204
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January 27, 2010, Reston, VA—NVR,
Inc. (NYSE: NVR), one of the nation’s largest homebuilding and mortgage
banking companies, announced net income for its fourth quarter ended December
31, 2009 of $60,639,000, $9.61 per diluted share, compared to a net loss of
$30,457,000 and diluted loss per share of $5.54 for its prior year fourth
quarter. Consolidated revenues for the fourth quarter of 2009 totaled
$745,802,000, an 18% decrease from $910,174,000 for the comparable 2008
quarter.
For the
year ended December 31, 2009, consolidated revenues were $2,743,848,000, 26%
lower than the $3,693,039,000 reported for the year ended December 31,
2008. Net income for the year ended December 31, 2009 was
$192,180,000, compared to $100,892,000 for the year ended December 31,
2008. Diluted earnings per share for the year ended December 31, 2009
was $31.26, an increase of 83% from $17.04 per diluted share for the comparable
period of 2008.
Homebuilding
New
orders in the fourth quarter of 2009 increased 47% to 2,000 units, compared to
1,357 units in the fourth quarter of 2008. The cancellation rate in the quarter
ended December 31, 2009 was 15% compared to 30% in the fourth quarter of 2008
and 14% in the third quarter of 2009. Settlements decreased in the fourth
quarter of 2009 to 2,550 units, 8% less than the same period of
2008.
Homebuilding
revenues for the quarter ended December 31, 2009 totaled $730,140,000, 19% lower
than the year earlier period. Gross profit margins increased to 18.9% in the
2009 fourth quarter compared to 2.6% for the same period in 2008. Income before
tax from homebuilding operations totaled $75,815,000 in the 2009 fourth quarter,
compared to a loss of $56,978,000 in the fourth quarter of the previous year.
The fourth quarter 2008 gross profit margin results and pre-tax income were
negatively impacted by a $109,800,000 land deposit impairment charge. The fourth
quarter 2008 results were also impacted by goodwill impairment charges of
$11,686,000.
New
orders for the 2009 fiscal year totaled 9,409 units, a 7% increase when compared
to the 8,760 units reported for 2008. Home settlements for 2009 decreased 16% to
9,042 units when compared to 10,741 units settled in 2008. Homebuilding revenues
for 2009 totaled $2,683,467,000, 26% lower than 2008. Gross profit margins
increased to 18.5% in 2009 from 12.6% in 2008. Pre-tax homebuilding income
increased to $263,083,000 for the 2009 fiscal year, an increase of 87% from the
prior year. Gross profit margins and pre-tax income were negatively impacted in
2008 by a $165,000,000 land deposit impairment charge. The Company’s backlog of
homes sold but not settled at the end of 2009 increased on a unit basis by 12%
to 3,531 units and on a dollar basis by 7% to $1,076,437,000 as compared to the
prior year end.
Mortgage
Banking
Mortgage
closed loan production of $542,147,000 for the three months ended December 31,
2009 was 13% lower than the same period last year. Income before tax for the
mortgage banking operations during the fourth quarter of 2009 increased to
$8,712,000, compared to $4,234,000 reported for the same period of 2008. Pre-tax
income in the current quarter was favorably impacted primarily by a decrease in
incentives given to borrowers.
Mortgage
closed loan production for the 2009 fiscal year decreased 12% to $2,060,376,000.
Income before tax from the mortgage banking segment for 2009 increased 32% to
$35,331,000 from the $26,704,000 reported for 2008.
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.
2
NVR,
Inc.
Consolidated
Statements of Operations
(in
thousands, except per share data)
|
Three Months Ended December 31,
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Twelve Months Ended December 31,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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Homebuilding:
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||||||||||||||||
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Revenues
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$ | 730,140 | $ | 899,535 | $ | 2,683,467 | $ | 3,638,702 | ||||||||
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Other
income
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2,186 | 2,030 | 8,697 | 16,386 | ||||||||||||
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Cost
of sales
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(592,221 | ) | (875,779 | ) | (2,185,733 | ) | (3,181,010 | ) | ||||||||
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Selling,
general and administrative
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(62,132 | ) | (67,906 | ) | (233,152 | ) | (308,739 | ) | ||||||||
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Operating
income (loss)
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77,973 | (42,120 | ) | 273,279 | 165,339 | |||||||||||
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Interest
expense
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(2,158 | ) | (3,172 | ) | (10,196 | ) | (12,902 | ) | ||||||||
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Goodwill
and intangible asset impairment
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- | (11,686 | ) | - | (11,686 | ) | ||||||||||
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Homebuilding
income (loss)
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75,815 | (56,978 | ) | 263,083 | 140,751 | |||||||||||
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Mortgage
Banking:
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||||||||||||||||
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Mortgage
banking fees
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15,662 | 10,639 | 60,381 | 54,337 | ||||||||||||
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Interest
income
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897 | 1,347 | 2,979 | 3,955 | ||||||||||||
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Other
income
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171 | 214 | 629 | 745 | ||||||||||||
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General
and administrative
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(7,755 | ) | (7,756 | ) | (27,474 | ) | (31,579 | ) | ||||||||
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Interest
expense
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(263 | ) | (210 | ) | (1,184 | ) | (754 | ) | ||||||||
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Mortgage
banking income
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8,712 | 4,234 | 35,331 | 26,704 | ||||||||||||
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Income
(loss) before taxes
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84,527 | (52,744 | ) | 298,414 | 167,455 | |||||||||||
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Income
tax (expense) benefit
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(23,888 | ) | 22,287 | (106,234 | ) | (66,563 | ) | |||||||||
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Net
income (loss)
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$ | 60,639 | $ | (30,457 | ) | $ | 192,180 | $ | 100,892 | |||||||
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Basic
earnings (loss) per share
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$ | 10.21 | $ | (5.54 | ) | $ | 33.10 | $ | 18.76 | |||||||
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Diluted
earnings (loss) per share
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$ | 9.61 | $ | (5.54 | ) | $ | 31.26 | $ | 17.04 | |||||||
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Basic
average shares outstanding
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5,939 | 5,497 | 5,807 | 5,379 | ||||||||||||
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Diluted
average shares outstanding
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6,311 | 5,497 | 6,149 | 5,920 | ||||||||||||
3
NVR,
Inc.
Consolidated
Balance Sheets
(in
thousands, except share and per share data)
|
December 31, 2009
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December 31, 2008
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|||||||
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ASSETS
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||||||||
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Homebuilding:
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||||||||
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Cash
and cash equivalents
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$ | 1,248,689 | $ | 1,146,426 | ||||
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Marketable
securities
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219,535 | - | ||||||
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Receivables
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7,995 | 11,594 | ||||||
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Inventory:
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||||||||
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Lots
and housing units, covered under sales agreements with
customers
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337,523 | 335,238 | ||||||
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Unsold
lots and housing units
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73,673 | 57,639 | ||||||
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Manufacturing
materials and other
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7,522 | 7,693 | ||||||
| 418,718 | 400,570 | |||||||
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Contract
land deposits, net
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49,906 | 29,073 | ||||||
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Consolidated
assets not owned
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70,430 | 114,930 | ||||||
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Property,
plant and equipment, net
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20,215 | 25,658 | ||||||
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Reorganization
value in excess of amounts allocable to identifiable assets,
net
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41,580 | 41,580 | ||||||
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Other
assets, net
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258,659 | 242,626 | ||||||
| 2,335,727 | 2,012,457 | |||||||
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Mortgage
Banking:
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||||||||
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Cash
and cash equivalents
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1,461 | 1,217 | ||||||
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Mortgage
loans held for sale, net
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40,097 | 72,488 | ||||||
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Property
and equipment, net
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446 | 759 | ||||||
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Reorganization
value in excess of amounts allocable to identifiable assets,
net
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7,347 | 7,347 | ||||||
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Other
assets
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10,692 | 8,968 | ||||||
| 60,043 | 90,779 | |||||||
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Total
assets
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$ | 2,395,770 | $ | 2,103,236 | ||||
(Continued)
4
NVR,
Inc.
Consolidated
Balance Sheets (Continued)
(in
thousands, except share and per share data)
|
December 31, 2009
|
December 31, 2008
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|||||||
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LIABILITIES
AND SHAREHOLDERS’ EQUITY
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||||||||
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Homebuilding:
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||||||||
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Accounts
payable
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$ | 120,464 | $ | 137,285 | ||||
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Accrued
expenses and other liabilities
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221,352 | 194,869 | ||||||
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Liabilities
related to consolidated assets not owned
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65,915 | 109,439 | ||||||
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Customer
deposits
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63,591 | 59,623 | ||||||
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Other
term debt
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2,166 | 2,530 | ||||||
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Senior
notes
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133,370 | 163,320 | ||||||
| 606,858 | 667,066 | |||||||
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Mortgage
Banking:
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||||||||
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Accounts
payable and other liabilities
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19,306 | 17,842 | ||||||
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Notes
payable
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12,344 | 44,539 | ||||||
| 31,650 | 62,381 | |||||||
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Total
liabilities
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638,508 | 729,447 | ||||||
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Commitments
and contingencies
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||||||||
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Shareholders’
equity:
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||||||||
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Common
stock, $0.01 par value; 60,000,000 shares authorized; 20,559,671 and
20,561,187 shares issued for December 31, 2009 and December 31, 2008,
respectively
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206 | 206 | ||||||
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Additional
paid-in capital
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830,531 | 722,265 | ||||||
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Deferred compensation trust – 265,278 and
514,470 shares of NVR, Inc. common stock for December 31, 2009 and
December 31, 2008, respectively
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(40,799 | ) | (74,978 | ) | ||||
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Deferred
compensation liability
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40,799 | 74,978 | ||||||
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Retained
earnings
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3,823,067 | 3,630,887 | ||||||
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Less
treasury stock at cost – 14,609,560 and 15,028,335 shares for December 31,
2009 and December 31, 2008, respectively
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(2,896,542 | ) | (2,979,569 | ) | ||||
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Total
shareholders’ equity
|
1,757,262 | 1,373,789 | ||||||
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Total
liabilities and shareholders’ equity
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$ | 2,395,770 | $ | 2,103,236 | ||||
5
NVR,
Inc.
Operating
Activity
(unaudited)
(dollars
in thousands)
|
Three Months Ended December 31,
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Twelve Months Ended December 31,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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Homebuilding
data:
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||||||||||||||||
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New
orders (units):
|
||||||||||||||||
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Mid
Atlantic (1)
|
986 | 692 | 4,809 | 4,290 | ||||||||||||
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North
East (2)
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201 | 159 | 904 | 884 | ||||||||||||
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Mid
East (3)
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545 | 360 | 2,552 | 2,380 | ||||||||||||
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South
East (4)
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268 | 146 | 1,144 | 1,206 | ||||||||||||
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Total
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2,000 | 1,357 | 9,409 | 8,760 | ||||||||||||
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Average
new order price
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$ | 297.8 | $ | 296.0 | $ | 292.7 | $ | 311.3 | ||||||||
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Settlements
(units):
|
||||||||||||||||
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Mid
Atlantic (1)
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1,349 | 1,389 | 4,722 | 5,240 | ||||||||||||
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North
East (2)
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241 | 273 | 882 | 1,086 | ||||||||||||
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Mid
East (3)
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655 | 750 | 2,323 | 2,762 | ||||||||||||
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South
East (4)
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305 | 364 | 1,115 | 1,653 | ||||||||||||
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Total
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2,550 | 2,776 | 9,042 | 10,741 | ||||||||||||
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Average
settlement price
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$ | 286.2 | $ | 323.6 | $ | 296.4 | $ | 338.4 | ||||||||
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Backlog
(units):
|
||||||||||||||||
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Mid
Atlantic (1)
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1,863 | 1,776 | ||||||||||||||
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North
East (2)
|
325 | 303 | ||||||||||||||
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Mid
East (3)
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960 | 731 | ||||||||||||||
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South
East (4)
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383 | 354 | ||||||||||||||
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Total
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3,531 | 3,164 | ||||||||||||||
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Average
backlog price
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$ | 304.9 | $ | 316.9 | ||||||||||||
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Community
count (average)
|
352 | 397 | 355 | 427 | ||||||||||||
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Lots
controlled at end of year
|
46,300 | 45,000 | ||||||||||||||
|
Mortgage
banking data:
|
||||||||||||||||
|
Loan
closings
|
$ | 542,147 | $ | 623,623 | $ | 2,060,376 | $ | 2,351,341 | ||||||||
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Capture
rate
|
90 | % | 89 | % | 91 | % | 85 | % | ||||||||
|
Common
stock information:
|
||||||||||||||||
|
Shares
outstanding at end of year
|
5,950,111 | 5,532,852 | ||||||||||||||
|
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(1)
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Virginia,
West Virginia, Maryland and
Delaware
|
|
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(2)
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Eastern
Pennsylvania and New Jersey
|
|
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(3)
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Western
Pennsylvania, Kentucky, New York, Ohio, and
Indiana
|
|
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(4)
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North
Carolina, South Carolina, Tennessee, and
Florida
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6