UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-12378
NVR, Inc.
(Exact name of registrant as specified in its charter)
Virginia | 54-1394360 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
(Not Applicable)
(Former name, former address, and former fiscal year if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||
Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 26, 2019 there were 3,590,137 total shares of common stock outstanding.
NVR, Inc.
FORM 10-Q
TABLE OF CONTENTS
Page | ||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NVR, Inc. | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(in thousands, except share and per share data) | ||||||||
(unaudited) | ||||||||
March 31, 2019 | December 31, 2018 | |||||||
ASSETS | ||||||||
Homebuilding: | ||||||||
Cash and cash equivalents | $ | 805,195 | $ | 688,783 | ||||
Restricted cash | 19,609 | 16,982 | ||||||
Receivables | 30,488 | 18,641 | ||||||
Inventory: | ||||||||
Lots and housing units, covered under sales agreements with customers | 1,101,147 | 1,076,904 | ||||||
Unsold lots and housing units | 122,966 | 115,631 | ||||||
Land under development | 37,781 | 38,857 | ||||||
Building materials and other | 19,275 | 21,718 | ||||||
1,281,169 | 1,253,110 | |||||||
Contract land deposits, net | 389,332 | 396,177 | ||||||
Property, plant and equipment, net | 43,269 | 42,234 | ||||||
Operating lease right-of-use assets | 65,519 | — | ||||||
Reorganization value in excess of amounts allocable to identifiable assets, net | 41,580 | 41,580 | ||||||
Other assets | 192,115 | 184,004 | ||||||
2,868,276 | 2,641,511 | |||||||
Mortgage Banking: | ||||||||
Cash and cash equivalents | 11,258 | 23,092 | ||||||
Restricted cash | 4,337 | 3,071 | ||||||
Mortgage loans held for sale, net | 422,557 | 458,324 | ||||||
Property and equipment, net | 6,274 | 6,510 | ||||||
Operating lease right-of-use assets | 12,370 | — | ||||||
Reorganization value in excess of amounts allocable to identifiable assets, net | 7,347 | 7,347 | ||||||
Other assets | 30,352 | 26,078 | ||||||
494,495 | 524,422 | |||||||
Total assets | $ | 3,362,771 | $ | 3,165,933 | ||||
See notes to condensed consolidated financial statements.
1
NVR, Inc. | ||||||||
Condensed Consolidated Balance Sheets (Continued) | ||||||||
(in thousands, except share and per share data) | ||||||||
(unaudited) | ||||||||
March 31, 2019 | December 31, 2018 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Homebuilding: | ||||||||
Accounts payable | $ | 283,119 | $ | 244,496 | ||||
Accrued expenses and other liabilities | 310,880 | 332,871 | ||||||
Customer deposits | 142,634 | 138,246 | ||||||
Operating lease liabilities | 72,965 | — | ||||||
Senior notes | 597,836 | 597,681 | ||||||
1,407,434 | 1,313,294 | |||||||
Mortgage Banking: | ||||||||
Accounts payable and other liabilities | 43,327 | 44,077 | ||||||
Operating lease liabilities | 13,234 | — | ||||||
56,561 | 44,077 | |||||||
Total liabilities | 1,463,995 | 1,357,371 | ||||||
Commitments and contingencies | ||||||||
Shareholders' equity: | ||||||||
Common stock, $0.01 par value; 60,000,000 shares authorized; 20,555,330 shares issued as of both March 31, 2019 and December 31, 2018 | 206 | 206 | ||||||
Additional paid-in capital | 1,899,100 | 1,820,223 | ||||||
Deferred compensation trust – 107,295 and 107,340 shares of NVR, Inc. common stock as of March 31, 2019 and December 31, 2018, respectively | (16,912 | ) | (16,937 | ) | ||||
Deferred compensation liability | 16,912 | 16,937 | ||||||
Retained earnings | 7,219,739 | 7,031,333 | ||||||
Less treasury stock at cost – 16,964,581 and 16,977,499 shares as of March 31, 2019 and December 31, 2018, respectively | (7,220,269 | ) | (7,043,200 | ) | ||||
Total shareholders' equity | 1,898,776 | 1,808,562 | ||||||
Total liabilities and shareholders' equity | $ | 3,362,771 | $ | 3,165,933 | ||||
See notes to condensed consolidated financial statements.
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NVR, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Homebuilding: | ||||||||
Revenues | $ | 1,643,206 | $ | 1,490,093 | ||||
Other income | 5,737 | 1,977 | ||||||
Cost of sales | (1,338,806 | ) | (1,211,946 | ) | ||||
Selling, general and administrative | (115,734 | ) | (105,547 | ) | ||||
Operating income | 194,403 | 174,577 | ||||||
Interest expense | (5,993 | ) | (6,007 | ) | ||||
Homebuilding income | 188,410 | 168,570 | ||||||
Mortgage Banking: | ||||||||
Mortgage banking fees | 43,805 | 39,321 | ||||||
Interest income | 2,833 | 2,093 | ||||||
Other income | 539 | 524 | ||||||
General and administrative | (16,758 | ) | (19,235 | ) | ||||
Interest expense | (222 | ) | (275 | ) | ||||
Mortgage banking income | 30,197 | 22,428 | ||||||
Income before taxes | 218,607 | 190,998 | ||||||
Income tax expense | (30,201 | ) | (24,949 | ) | ||||
Net income | $ | 188,406 | $ | 166,049 | ||||
Basic earnings per share | $ | 52.23 | $ | 45.19 | ||||
Diluted earnings per share | $ | 47.64 | $ | 39.34 | ||||
Basic weighted average shares outstanding | 3,607 | 3,675 | ||||||
Diluted weighted average shares outstanding | 3,955 | 4,220 | ||||||
See notes to condensed consolidated financial statements.
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NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 188,406 | $ | 166,049 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 5,062 | 5,036 | ||||||
Equity-based compensation expense | 19,333 | 9,509 | ||||||
Contract land deposit and other impairments (recoveries), net | 542 | (215 | ) | |||||
Gain on sale of loans, net | (34,957 | ) | (31,320 | ) | ||||
Mortgage loans closed | (1,141,720 | ) | (1,009,675 | ) | ||||
Mortgage loans sold and principal payments on mortgage loans held for sale | 1,204,898 | 1,045,538 | ||||||
Distribution of earnings from unconsolidated joint ventures | 608 | 1,383 | ||||||
Net change in assets and liabilities: | ||||||||
Increase in inventory | (28,059 | ) | (98,193 | ) | ||||
Decrease in contract land deposits | 6,303 | 8,753 | ||||||
Increase in receivables | (12,005 | ) | (4,585 | ) | ||||
Increase (decrease) in accounts payable and accrued expenses | 21,152 | (25,035 | ) | |||||
Increase in customer deposits | 4,388 | 17,453 | ||||||
Other, net | (6,096 | ) | (6,670 | ) | ||||
Net cash provided by operating activities | 227,855 | 78,028 | ||||||
Cash flows from investing activities: | ||||||||
Investments in and advances to unconsolidated joint ventures | (335 | ) | — | |||||
Distribution of capital from unconsolidated joint ventures | 3,257 | 2,482 | ||||||
Purchase of property, plant and equipment | (5,285 | ) | (3,113 | ) | ||||
Proceeds from the sale of property, plant and equipment | 484 | 195 | ||||||
Net cash used in investing activities | (1,879 | ) | (436 | ) | ||||
Cash flows from financing activities: | ||||||||
Purchase of treasury stock | (216,499 | ) | (357,242 | ) | ||||
Proceeds from the exercise of stock options | 98,974 | 40,804 | ||||||
Net cash used in financing activities | (117,525 | ) | (316,438 | ) | ||||
Net increase (decrease) in cash, restricted cash, and cash equivalents | 108,451 | (238,846 | ) | |||||
Cash, restricted cash, and cash equivalents, beginning of the period | 732,248 | 689,557 | ||||||
Cash, restricted cash, and cash equivalents, end of the period | $ | 840,699 | $ | 450,711 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Interest paid during the period, net of interest capitalized | $ | 11,910 | $ | 11,977 | ||||
Income taxes paid during the period, net of refunds | $ | 2,316 | $ | 3,333 | ||||
See notes to condensed consolidated financial statements.
4
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR”, the “Company”, "we", "us" or "our") and its subsidiaries and certain other entities in which the Company is deemed to be the primary beneficiary (see Notes 2 and 3 to the accompanying condensed consolidated financial statements). Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP, they should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
For the three months ended March 31, 2019 and 2018, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.
Cash and Cash Equivalents
The beginning-of-period and end-of-period cash, restricted cash, and cash equivalent balances presented on the accompanying condensed consolidated statements of cash flows includes cash related to a consolidated joint venture which is included in homebuilding "Other assets" on the accompanying condensed consolidated balance sheets. The cash related to this consolidated joint venture as of March 31, 2019 and December 31, 2018 was $300 and $320, respectively, and as of March 31, 2018 and December 31, 2017 was $1,148 and $1,069, respectively.
Revenue Recognition
Homebuilding revenue is recognized on the settlement date at the contract sales price, when control is transferred to our customers. Our contract liabilities, which consist of deposits received from customers (“Handmoney”) on homes not settled, were $142,634 and $138,246 as of March 31, 2019 and December 31, 2018, respectively. We expect that substantially all of the December 31, 2018 Handmoney balance will be recognized in revenue in 2019. Our prepaid sales compensation totaled approximately $16,300 and $17,000, as of March 31, 2019 and December 31, 2018, respectively. These amounts are included in homebuilding “Other assets” on the accompanying condensed consolidated balance sheets.
Recently Adopted Accounting Pronouncements
On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), which requires the recognition of our leases on the balance sheet as right-of-use ("ROU") assets and lease liabilities. We elected to adopt Topic 842 using the effective date transition method, which permits us to apply the new standard prospectively and present comparative years under legacy GAAP.
5
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
In adoption of the standard, we also elected the following:
• | to apply the package of practical expedients during transition, under which we were not required to reassess as of the date of adoption (i) whether any of our contracts are or contain leases, (ii) the classifications of our leases, and (iii) any initial direct costs related to those leases. |
• | to exclude leases with an initial lease term of 12 months or less from the recognition requirements under Topic 842. |
• | to utilize the portfolio approach for certain office equipment leases, grouping leases by asset type which have similar lease terms and payment schedules. |
Upon adoption, on January 1, 2019 we recorded a lease liability of $85,516 and a ROU asset of $79,345, which was recorded net of previously recognized straight-line operating lease adjustments on existing leases. The adoption of Topic 842 did not have an impact on our recognition of lease expense. See additional lease disclosures in Note 13.
2. Variable Interest Entities ("VIEs")
Fixed Price Finished Lot Purchase Agreements (“Lot Purchase Agreements”)
We generally do not engage in the land development business. Instead, we typically acquire finished building lots at market prices from various development entities under Lot Purchase Agreements. The Lot Purchase Agreements require deposits that may be forfeited if we fail to perform under the Lot Purchase Agreements. The deposits required under the Lot 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.
We believe this 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 Lot 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 Lot Purchase Agreements is limited to the amount of the deposit pursuant to the liquidated damage provisions contained within the Lot Purchase Agreements. None of the creditors of any of the development entities with which we enter Lot Purchase Agreements have recourse to our general credit. We generally do not have any specific performance obligations to purchase a certain number or any of the lots, nor do we guarantee completion of the development by the developer or guarantee any of the developers’ financial or other liabilities.
We are not involved in the design or creation of the development entities from which we purchase lots under Lot Purchase Agreements. The developer’s equity holders have the power to direct 100% of the operating activities of the development entity. We have no voting rights in any of the development entities. The sole purpose of the development entity’s activities is to generate positive cash flow returns for the equity holders. Further, we do not share in any of the profit or loss generated by the project’s development. The profits and losses are passed directly to the developer’s equity holders.
The deposit placed by us pursuant to the Lot Purchase Agreement is deemed to be a variable interest in the respective development entities. Those development entities are deemed to be VIEs. Therefore, the development entities with which we enter into Lot Purchase Agreements, including the joint venture limited liability corporations discussed below, are evaluated for possible consolidation by us. An enterprise must consolidate a VIE when that enterprise has a controlling financial interest in the VIE. An enterprise is deemed to have a controlling financial interest if it has (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the VIE that could be significant to the VIE or the rights to receive benefits from the VIE that could be significant to the VIE.
We believe the activities that most significantly impact a development entity’s economic performance are the operating activities of the entity. The development entity’s equity investors bear the full risk during the
6
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
development process. Unless and until a development entity completes finished building lots through the development process, the entity does not earn any revenues. The operating development activities are managed solely by the development entity’s equity investors.
The development entities with which we contract to buy finished lots typically select the respective projects, obtain the necessary zoning approvals, obtain the financing required with no support or guarantees from us, select who will purchase the finished lots and at what price, and manage the completion of the infrastructure improvements, all for the purpose of generating a cash flow return to the development entity’s equity holders and all independent of us. We possess no more than limited protective legal rights through the Lot Purchase Agreement in the specific finished lots that we are purchasing, and we possess no participative rights in the development entities. Accordingly, we do not have the power to direct the activities of a developer that most significantly impact the developer’s economic performance. For this reason, we have concluded that we are not the primary beneficiary of the development entities with which we enter into Lot Purchase Agreements, and therefore, we do not consolidate any of these VIEs.
As of March 31, 2019, we controlled approximately 94,500 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately $415,600 and $3,900, respectively. As noted above, our sole legal obligation and economic loss for failure to perform under these Lot Purchase Agreements is limited to the amount of the deposit pursuant to the liquidated damage provisions contained in the Lot Purchase Agreements.
In addition, we have certain properties under contract with land owners that are expected to yield approximately 7,700 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. These properties are controlled with deposits in cash and letters of credit totaling approximately $2,000 and $100, respectively, as of March 31, 2019, of which approximately $1,700 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into a Lot Purchase Agreement with the assignee if the project is determined to be feasible.
Our total risk of loss related to contract land deposits as of March 31, 2019 and December 31, 2018 was as follows:
March 31, 2019 | December 31, 2018 | |||||||
Contract land deposits | $ | 417,598 | $ | 425,393 | ||||
Loss reserve on contract land deposits | (28,266 | ) | (29,216 | ) | ||||
Contract land deposits, net | 389,332 | 396,177 | ||||||
Contingent obligations in the form of letters of credit | 4,009 | 3,923 | ||||||
Specific performance obligations (1) | 1,505 | 1,505 | ||||||
Total risk of loss | $ | 394,846 | $ | 401,605 | ||||
(1) | As of both March 31, 2019 and December 31, 2018, we were committed to purchase 10 finished lots under specific performance obligations. |
3. Joint Ventures
On a limited basis, we obtain finished lots using joint venture limited liability corporations (“JVs”). The JVs are typically structured such that we are a non-controlling member and are at risk only for the amount we have invested, or have committed to invest, in addition to any deposits placed under Lot Purchase Agreements with the joint venture. We are not a borrower, guarantor or obligor on any debt of the JVs, as applicable. We enter into Lot Purchase Agreements to purchase lots from these JVs, and as a result have a variable interest in these JVs.
At March 31, 2019, we had an aggregate investment totaling approximately $31,100 in six JVs that are expected to produce approximately 6,700 finished lots, of which approximately 3,300 lots were controlled by us and
7
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
the remaining approximately 3,400 lots were either under contract with unrelated parties or not currently under contract. In addition, we had additional funding commitments totaling approximately $4,700 in the aggregate to three of the JVs at March 31, 2019. We have determined that we are not the primary beneficiary of five of the JVs because we either share power with the other JV partner or the other JV partner has the controlling financial interest. The aggregate investment in unconsolidated JVs was approximately $31,100 and $29,400 at March 31, 2019 and December 31, 2018, respectively, and is reported in the “Other assets” line item on the accompanying condensed consolidated balance sheets. For the remaining JV, we have concluded that we are the primary beneficiary because we have the controlling financial interest in the JV. As of December 31, 2018, all activities under the consolidated JV had been completed. As of March 31, 2019, we had no investment remaining in the JV and the JV had remaining balances of $300 in cash and $264 in accrued expenses, which are included in homebuilding "Other assets" and "Accrued expenses and other liabilities," respectively, in the accompanying condensed consolidated balance sheets.
We recognize income from the JVs as a reduction to the lot cost of the lots purchased from the respective JVs when the homes are settled, based on the expected total profitability and the total number of lots expected to be produced by the respective JVs.
We classify distributions received from unconsolidated JVs using the cumulative earnings approach. As a result, distributions received up to the amount of cumulative earnings recognized by us are reported as distributions of earnings and those in excess of that amount are reported as a distribution of capital. These distributions are classified within the accompanying condensed consolidated statements of cash flows as cash flows from operating activities and investing activities, respectively.
4. Land Under Development
On a limited basis, we directly acquire raw land parcels already zoned for its intended use to develop into finished lots. Land under development includes the land acquisition costs, direct improvement costs, capitalized interest where applicable, and real estate taxes.
As of March 31, 2019, we directly owned a total of three separate raw land parcels with a carrying value of $37,781 that are expected to produce approximately 500 finished lots. We also have additional funding commitments of approximately $6,700 under a joint development agreement related to one parcel, a portion of which we expect will be offset by development credits of approximately $4,100.
None of the raw parcels had any indicators of impairment as of March 31, 2019.
5. Capitalized Interest
We capitalize interest costs to land under development during the active development of finished lots. In addition, we capitalize interest costs on our JV investments while the investments are considered qualified assets pursuant to ASC Topic 835-20 - Interest. Capitalized interest is transferred to sold or unsold inventory as the development of finished lots is completed, then charged to cost of sales upon our settlement of homes and the respective lots. Interest incurred in excess of the interest capitalizable based on the level of qualified assets is expensed in the period incurred.
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NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
The following table reflects the changes in our capitalized interest during the three months ended March 31, 2019 and 2018:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Interest capitalized, beginning of period | $ | 4,154 | $ | 5,583 | ||||
Interest incurred | 6,499 | 6,595 | ||||||
Interest charged to interest expense | (6,215 | ) | (6,282 | ) | ||||
Interest charged to cost of sales | (298 | ) | (351 | ) | ||||
Interest capitalized, end of period | $ | 4,140 | $ | 5,545 | ||||
6. Earnings per Share
The following weighted average shares and share equivalents were used to calculate basic and diluted earnings per share for the three months ended March 31, 2019 and 2018:
Three Months Ended March 31, | ||||||
2019 | 2018 | |||||
Weighted average number of shares outstanding used to calculate basic EPS | 3,607 | 3,675 | ||||
Dilutive securities: | ||||||
Stock options and restricted share units | 348 | 545 | ||||
Weighted average number of shares and share equivalents outstanding used to calculate diluted EPS | 3,955 | 4,220 | ||||
The following non-qualified stock options ("Options") issued under equity incentive plans were outstanding during the three months ended March 31, 2019 and 2018, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.
Three Months Ended March 31, | ||||||
2019 | 2018 | |||||
Anti-dilutive securities | 363 | 15 | ||||
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NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
7. Shareholders’ Equity
A summary of changes in shareholders’ equity for the three months ended March 31, 2019 is presented below:
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||
Balance, December 31, 2018 | $ | 206 | $ | 1,820,223 | $ | 7,031,333 | $ | (7,043,200 | ) | $ | (16,937 | ) | $ | 16,937 | $ | 1,808,562 | ||||||||||||
Net income | — | — | 188,406 | — | — | — | 188,406 | |||||||||||||||||||||
Deferred compensation activity, net | — | — | — | — | 25 | (25 | ) | — | ||||||||||||||||||||
Purchase of common stock for treasury | — | — | — | (216,499 | ) | — | — | (216,499 | ) | |||||||||||||||||||
Equity-based compensation | — | 19,333 | — | — | — | — | 19,333 | |||||||||||||||||||||
Proceeds from Options exercised | — | 98,974 | — | — | — | — | 98,974 | |||||||||||||||||||||
Treasury stock issued upon option exercise and restricted share vesting | — | (39,430 | ) | — | 39,430 | — | — | — | ||||||||||||||||||||
Balance, March 31, 2019 | $ | 206 | $ | 1,899,100 | $ | 7,219,739 | $ | (7,220,269 | ) | $ | (16,912 | ) | $ | 16,912 | $ | 1,898,776 | ||||||||||||
A summary of changes in shareholders’ equity for the three months ended March 31, 2018 is presented below:
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||
Balance, December 31, 2017 | $ | 206 | $ | 1,644,197 | $ | 6,231,940 | $ | (6,270,851 | ) | $ | (17,383 | ) | $ | 17,383 | $ | 1,605,492 | ||||||||||||
Cumulative-effect adjustment from adoption of ASU 2014-09, net of tax | — | — | 2,196 | — | — | — | 2,196 | |||||||||||||||||||||
Net income | — | — | 166,049 | — | — | — | 166,049 | |||||||||||||||||||||
Deferred compensation activity, net | — | — | — | — | (6 | ) | 6 | — | ||||||||||||||||||||
Purchase of common stock for treasury | — | — | — | (357,242 | ) | — | — | (357,242 | ) | |||||||||||||||||||
Equity-based compensation | — | 9,509 | — | — | — | — | 9,509 | |||||||||||||||||||||
Proceeds from Options exercised | — | 40,804 | — | — | — | — | 40,804 | |||||||||||||||||||||
Treasury stock issued upon option exercise and restricted share vesting | — | (16,410 | ) | — | 16,410 | — | — | — | ||||||||||||||||||||
Balance, March 31, 2018 | $ | 206 | $ | 1,678,100 | $ | 6,400,185 | $ | (6,611,683 | ) | $ | (17,389 | ) | $ | 17,389 | $ | 1,466,808 | ||||||||||||
We repurchased approximately 82 and 116 shares of our common stock during the three months ended March 31, 2019 and 2018, respectively. We settle Option exercises and vesting of RSUs by issuing shares of treasury stock. Approximately 95 and 44 shares were issued from the treasury account during the three months ended March 31, 2019 and 2018, respectively, in settlement of Option exercises and vesting of RSUs. Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares acquired.
10
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
8. Product Warranties
We establish warranty and product liability reserves (“Warranty Reserve”) to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to our homebuilding business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the estimated current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with our general counsel and outside counsel retained to handle specific product liability cases.
The following table reflects the changes in our Warranty Reserve during the three months ended March 31, 2019 and 2018:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Warranty reserve, beginning of period | $ | 103,700 | $ | 94,513 | ||||
Provision | 11,823 | 11,527 | ||||||
Payments | (12,671 | ) | (10,434 | ) | ||||
Warranty reserve, end of period | $ | 102,852 | $ | 95,606 | ||||
9. Segment Disclosures
We disclose four homebuilding reportable segments that aggregate geographically our homebuilding operating segments, and our mortgage banking operations presented as one reportable segment. The homebuilding reportable segments are comprised of operating divisions in the following geographic areas:
Mid Atlantic: | Maryland, Virginia, West Virginia, Delaware and Washington, D.C. | |
North East: | New Jersey and Eastern Pennsylvania | |
Mid East: | New York, Ohio, Western Pennsylvania, Indiana and Illinois | |
South East: | North Carolina, South Carolina, Florida 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 is eliminated in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker (“CODM”) to determine whether the operating segment’s results are providing the desired rate of return after covering our cost of capital.
Assets not allocated to the operating segments are not included in either the operating segment’s corporate capital allocation charge or the CODM’s evaluation of the operating segment’s performance. We record 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 generally charged to the operating segment upon the termination of a Lot Purchase Agreement with the developer, or the restructuring of 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 corporate capital allocation charge.
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), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Overhead functions such as accounting, treasury and human resources are centrally performed and these costs are not allocated to our operating segments. Consolidation
11
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
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 our operating segments. External corporate interest expense primarily consists of interest charges on our 3.95% Senior Notes due 2022 (the “Senior Notes”) and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.
The following tables present segment revenues, profit and assets with reconciliations to the amounts reported for the consolidated enterprise, where applicable:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Revenues: | ||||||||
Homebuilding Mid Atlantic | $ | 881,324 | $ | 842,496 | ||||
Homebuilding North East | 122,627 | 122,714 | ||||||
Homebuilding Mid East | 338,549 | 290,237 | ||||||
Homebuilding South East | 300,706 | 234,646 | ||||||
Mortgage Banking | 43,805 | 39,321 | ||||||
Total consolidated revenues | $ | 1,687,011 | $ | 1,529,414 | ||||
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Income before taxes: | ||||||||
Homebuilding Mid Atlantic | $ | 99,364 | $ | 91,047 | ||||
Homebuilding North East | 11,460 | 15,704 | ||||||
Homebuilding Mid East | 35,475 | 27,211 | ||||||
Homebuilding South East | 35,036 | 23,237 | ||||||
Mortgage Banking | 29,558 | 22,550 | ||||||
Total segment profit before taxes | 210,893 | 179,749 | ||||||
Reconciling items: | ||||||||
Contract land deposit reserve adjustment (1) | 950 | 2,128 | ||||||
Equity-based compensation expense (2) | (19,333 | ) | (9,509 | ) | ||||
Corporate capital allocation (3) | 54,559 | 50,700 | ||||||
Unallocated corporate overhead | (31,735 | ) | (31,284 | ) | ||||
Consolidation adjustments and other | 9,247 | 5,201 | ||||||
Corporate interest expense | (5,974 | ) | (5,987 | ) | ||||
Reconciling items sub-total | 7,714 | 11,249 | ||||||
Consolidated income before taxes | $ | 218,607 | $ | 190,998 | ||||
(1) | This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments. |
(2) | The increase in equity-based compensation expense for the three month period ended March 31, 2019 was primarily attributable to the equity grant in the second quarter of 2018. |
12
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
(3) | This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and was as follows for the periods presented: |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Corporate capital allocation charge: | ||||||||
Homebuilding Mid Atlantic | $ | 30,417 | $ | 30,449 | ||||
Homebuilding North East | 4,727 | 4,180 | ||||||
Homebuilding Mid East | 9,015 | 7,973 | ||||||
Homebuilding South East | 10,400 | 8,098 | ||||||
Total | $ | 54,559 | $ | 50,700 | ||||
March 31, 2019 | December 31, 2018 | |||||||
Assets: | ||||||||
Homebuilding Mid Atlantic | $ | 1,043,004 | $ | 1,018,953 | ||||
Homebuilding North East | 146,750 | 144,412 | ||||||
Homebuilding Mid East | 294,293 | 290,815 | ||||||
Homebuilding South East | 333,075 | 332,468 | ||||||
Mortgage Banking | 487,148 | 517,075 | ||||||
Total segment assets | 2,304,270 | 2,303,723 | ||||||
Reconciling items: | ||||||||
Cash and cash equivalents | 805,195 | 688,783 | ||||||
Deferred taxes | 115,160 | 112,333 | ||||||
Intangible assets and goodwill | 49,950 | 49,989 | ||||||
Operating lease right-of-use assets | 65,519 | — | ||||||
Contract land deposit reserve | (28,266 | ) | (29,216 | ) | ||||
Consolidation adjustments and other | 50,943 | 40,321 | ||||||
Reconciling items sub-total | 1,058,501 | 862,210 | ||||||
Consolidated assets | $ | 3,362,771 | $ | 3,165,933 | ||||
10. Fair Value
GAAP assigns a fair value hierarchy to the inputs used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs.
Financial Instruments
The estimated fair values of our Senior Notes as of March 31, 2019 and December 31, 2018 were $616,500 and $594,000, respectively. The estimated fair value is based on recent market prices of similar transactions, which is classified as Level 2 within the fair value hierarchy. The carrying values at March 31, 2019 and December 31, 2018 were $597,836 and $597,681, respectively. Except as otherwise noted below, we believe that insignificant differences exist between the carrying value and the fair value of our financial instruments, which consist primarily of cash equivalents, due to their short term nature.
13
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
Derivative Instruments and Mortgage Loans Held for Sale
In the normal course of business, our wholly-owned mortgage subsidiary, NVR Mortgage Finance, Inc. (“NVRM”), enters into contractual commitments to extend credit to our homebuyers with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by NVRM. 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, NVRM enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgage-backed securities to broker/dealers. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. NVRM does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives and, accordingly, are marked to fair value through earnings. At March 31, 2019, there were contractual commitments to extend credit to borrowers aggregating $801,302 and open forward delivery contracts aggregating $1,117,669, which hedge both the rate lock loan commitments and closed loans held for sale.
The fair value of NVRM’s rate lock commitments to borrowers and the related input levels include, as applicable:
i) | the assumed gain/loss of the expected resultant loan sale (Level 2); |
ii) | the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and |
iii) | the value of the servicing rights associated with the loan (Level 2). |
The assumed gain/loss considers the excess servicing to be received or buydown fees to be paid upon securitization of the loan. The excess servicing and buydown fees are calculated pursuant to contractual terms with investors. To calculate the effects of interest rate movements, NVRM utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. NVRM sells all of its loans on a servicing released basis, and receives a servicing released premium upon sale. Thus, the value of the servicing rights is included in the fair value measurement and is based upon contractual terms with investors and varies depending on the loan type. NVRM assumes a fallout rate when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which NVRM does not close a mortgage loan and is based on historical experience.
The fair value of NVRM’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.
Mortgage loans held for sale are recorded at fair value when closed, and thereafter are carried at the lower of cost or fair value, net of deferred origination costs, until sold. Fair value is measured using Level 2 inputs. The fair value of loans held for sale of $422,557 included on the accompanying condensed consolidated balance sheet has been increased by $12,243 from the aggregate principal balance of $410,314. As of December 31, 2018, the fair value of loans held for sale of $458,324 were increased by $10,880 from the aggregate principal balance of $447,444.
14
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
The fair value measurement of NVRM's undesignated derivative instruments was as follows:
March 31, 2019 | December 31, 2018 | |||||||
Rate lock commitments: | ||||||||
Gross assets | $ | 18,437 | $ | 13,831 | ||||
Gross liabilities | 149 | 345 | ||||||
Net rate lock commitments | $ | 18,288 | $ | 13,486 | ||||
Forward sales contracts: | ||||||||
Gross assets | $ | 312 | $ | 64 | ||||
Gross liabilities | 7,625 | 10,121 | ||||||
Net forward sales contracts | $ | (7,313 | ) | $ | (10,057 | ) | ||
As of both March 31, 2019 and December 31, 2018, the net rate lock commitments are reported in mortgage banking "Other assets" and the net forward sales contracts are reported in mortgage banking "Accrued expenses and other liabilities" on the accompanying condensed consolidated balance sheets.
The fair value measurement adjustment as of March 31, 2019 was as follows:
Notional or Principal Amount | Assumed Gain/(Loss) From Loan Sale | Interest Rate Movement Effect | Servicing Rights Value | Security Price Change | Total Fair Value Measurement Gain/(Loss) | |||||||||||||||||||
Rate lock commitments | $ | 801,302 | $ | 4,554 | $ | 5,514 | $ | 8,220 | $ | — | $ | 18,288 | ||||||||||||
Forward sales contracts | $ | 1,117,669 | — | — | — | (7,313 | ) | (7,313 | ) | |||||||||||||||
Mortgages held for sale | $ | 410,314 | 2,560 | 4,659 | 5,024 | — | 12,243 | |||||||||||||||||
Total fair value measurement | $ | 7,114 | $ | 10,173 | $ | 13,244 | $ | (7,313 | ) | $ | 23,218 | |||||||||||||
The total fair value measurement adjustment as of December 31, 2018 was $14,309. For the three months ended March 31, 2019 and 2018, NVRM recorded a fair value adjustment to income of $8,909 and $4,014, respectively. Unrealized gains/losses from the change in the fair value measurements are included in earnings as a component of mortgage banking fees in the accompanying condensed consolidated statements of income. The fair value measurement will be impacted in the future by the change in the value of the servicing rights, interest rate movements, security price fluctuations, and the volume and product mix of NVRM’s closed loans and locked loan commitments.
11. Debt
Senior Notes
As of March 31, 2019, we had Senior Notes outstanding with a principal balance of $600,000. The Senior Notes mature on September 15, 2022 and bear interest at 3.95%, payable semi-annually in arrears on March 15 and September 15. The Senior Notes were issued at a discount to yield 3.97% and have been reflected net of the unamortized discount and unamortized debt issuance costs in the accompanying condensed consolidated balance sheet.
Credit Agreement
We have an unsecured Credit Agreement (the “Credit Agreement”), which provides for aggregate revolving loan commitments of $200,000 (the “Facility”). Under the Credit Agreement, we may request increases of up to $300,000 to the Facility in the form of revolving loan commitments or term loans to the extent that new or existing lenders agree to provide additional revolving loan or term loan commitments. The Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit, of which approximately $9,100 was outstanding at March 31,
15
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
2019, and a $25,000 sublimit for a swing line commitment. The Credit Agreement termination date is July 15, 2021. There was no debt outstanding under the Facility at March 31, 2019.
Repurchase Agreement
NVRM provides for its mortgage origination and other operating activities using cash generated from its operations, borrowings from its parent company, NVR, as well as a revolving mortgage repurchase agreement (the “Repurchase Agreement”), which is non-recourse to NVR. The Repurchase Agreement provides for loan purchases up to $150,000, subject to certain sub-limits. Amounts outstanding under the Repurchase Agreement are collateralized by the Company’s mortgage loans held for sale.
The Repurchase Agreement expires on July 24, 2019. At March 31, 2019, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement. There was no debt outstanding under the Repurchase Agreement at March 31, 2019.
12. Commitments and Contingencies
We are involved in various 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, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.
13. Leases
We have operating leases for our corporate and division offices, production facilities, model homes, and certain office and production equipment. Our leases have remaining lease terms of up to 10 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the lease.
On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet as ROU assets with corresponding lease liabilities. See Note 1 for additional discussion regarding the adoption of Topic 842. The ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term, discounted using our incremental borrowing rate at the commencement date of the lease. We recognize operating lease expense on a straight-line basis over the lease term.
We have elected to use the portfolio approach for certain equipment leases which have similar lease terms and payment schedules. Additionally, for certain equipment we account for the lease and non-lease components as a single lease component.
We have certain leases, primarily the leases of model homes, which have initial lease terms of twelve months or less ("Short-term leases"). We elected to exclude these leases from the recognition requirements under Topic 842, and these leases have not been included in our recognized ROU assets and lease liabilities.
We entered into a finance lease for production equipment on March 29, 2019. The finance lease is recorded in homebuilding "Property, plant and equipment, net" and "Accrued expenses and other liabilities" on the accompanying condensed consolidated balance sheets.
16
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
We did not incur any lease cost for the finance lease which commenced on March 29, 2019. The components of lease expense were as follows:
Three Months Ended March 31, 2019 | ||||
Lease expense | ||||
Operating lease expense | $ | 7,560 | ||
Short-term lease expense | 5,605 | |||
Total lease expense | $ | 13,165 | ||
Other information related to leases was as follows:
Three Months Ended March 31, 2019 | ||||
Supplemental Cash Flows Information: | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows - operating leases | $ | 6,563 | ||
ROU assets obtained in exchange for lease obligations: | ||||
Operating leases | $ | 5,980 | ||
Finance leases | $ | 535 | ||
Weighted-average remaining lease term (in years): | ||||
Operating leases | 4.8 | |||
Finance leases | 7.0 | |||
Weighted-average discount rate: | ||||
Operating leases | 3.7 | % | ||
Finance leases | 3.4 | % | ||
We are committed under multiple non-cancellable operating and finance leases involving office space, model homes, production facilities, automobiles and equipment. Future minimum lease payments under these leases as of March 31, 2019 were as follows:
Years Ending December 31, | Operating Leases | Finance Leases | ||||||
2019 | $ | 24,838 | $ | 51 | ||||
2020 | 22,182 | 69 | ||||||
2021 | 17,123 | 69 | ||||||
2022 | 13,423 | 69 | ||||||
2023 | 9,917 | 69 | ||||||
Thereafter | 14,347 | 292 | ||||||
Total minimum lease payments | 101,830 | 619 | ||||||
Less: | ||||||||
Imputed interest | (8,732 | ) | (84 | ) | ||||
Short-term lease payments | (6,899 | ) | — | |||||
Total lease liability | $ | 86,199 | $ | 535 | ||||
17
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)
14. Income Taxes
Our effective tax rate for the three months ended March 31, 2019 was 13.8%, compared to 13.1% for the three months ended March 31, 2018. In both periods, our effective tax rate was favorably impacted by the recognition of income tax benefits related to excess tax benefits from stock option exercises, which totaled $28,478 and $19,567 for the three months ended March 31, 2019 and 2018, respectively.
15. Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which significantly changes the way impairment of financial assets is recognized. The standard will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The standard’s provisions will be applied as a cumulative-effect adjustment to beginning retained earnings as of the effective date. The standard is effective for us as of January 1, 2020. We do not believe that the adoption of this standard will have a material effect on our consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The standard’s objective is to simplify the subsequent measurement of goodwill by eliminating the second step from the goodwill impairment test. Under the amendments in the standard, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge would then be recognized, not to exceed the amount of goodwill allocated to that reporting unit. The standard is effective for us on January 1, 2020, and early adoption is permitted. We do not believe that the adoption of this standard will have a material effect on our consolidated financial statements and related disclosures.
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
(dollars in thousands)
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases or other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 may include those regarding market trends, NVR’s financial position, business strategy, the outcome of pending litigation, investigations or similar contingencies, 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; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell loans it originates into the secondary market; competition; the availability and cost of land and other raw materials used by NVR in its homebuilding operations; shortages of labor; weather related slow-downs; building moratoriums; governmental regulation; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which NVR has little or no control. NVR undertakes no obligation to update such forward-looking statements except as required by law. For additional information regarding risk factors, see Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of NVR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Unless the context otherwise requires, references to “NVR,” “we,” “us,” or “our” include NVR and its consolidated subsidiaries.
Results of Operations for the Three Months Ended March 31, 2019 and 2018
Overview
Business
Our primary business is the construction and sale of single-family detached homes, townhomes and condominiums, all of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature 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, Delaware and Washington, D.C. | |
North East: | New Jersey and Eastern Pennsylvania | |
Mid East: | New York, Ohio, Western Pennsylvania, Indiana and Illinois | |
South East: | North Carolina, South Carolina, Florida and Tennessee | |
Our lot acquisition strategy is predicated upon avoiding the financial requirements and risks associated with direct land ownership and development. We generally do not engage in land development (see discussion below of our land development activities). Instead, we typically acquire finished lots at market prices from various third party land developers pursuant to fixed price finished lot purchase agreements (“Lot Purchase Agreements”). These Lot Purchase Agreements require deposits, typically ranging up to 10% of the aggregate purchase price of the finished lots, in the form of cash or letters of credit that may be forfeited if we fail to perform under the Lot Purchase Agreement. This strategy has allowed us to maximize inventory turnover, which we believe enables us to minimize market risk and to operate with less capital, thereby enhancing rates of return on equity and total capital.
19
In addition to constructing homes primarily on a pre-sold basis and utilizing what we believe is a conservative lot acquisition strategy, 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. Our continued success is contingent upon our ability to control an adequate supply of finished lots on which to build.
In certain specific strategic circumstances, we deviate from our historical lot acquisition strategy and engage in joint venture arrangements with land developers or directly acquire raw ground already zoned for its intended use for development. Once we acquire control of raw ground, we determine whether to sell the raw parcel to a developer and enter into a Lot Purchase Agreement with the developer to purchase the finished lots or to hire a developer to develop the land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all our finished lot inventory using Lot Purchase Agreements with forfeitable deposits.
As of March 31, 2019, we controlled approximately 98,300 lots as described below.
Lot Purchase Agreements
We controlled approximately 94,500 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately $415,600 and $3,900, respectively. Included in the number of controlled lots are approximately 4,700 lots for which we have recorded a contract land deposit impairment reserve of approximately $28,300 as of March 31, 2019.
Joint Venture Limited Liability Corporations (“JVs”)
We had an aggregate investment totaling approximately $31,100 in six JVs, expected to produce approximately 6,700 lots. Of the lots to be produced by the JVs, approximately 3,300 lots were controlled by us and approximately 3,400 were either under contract with unrelated parties or currently not under contract.
Land Under Development
We directly owned three separate raw land parcels, zoned for their intended use, with a cost basis, including development costs, of approximately $37,800 that we intend to develop into approximately 500 finished lots. We had additional funding commitments of approximately $6,700 under a joint development agreement related to one parcel, a portion of which we expect will be offset by development credits of approximately $4,100.
See Notes 2, 3 and 4 to the condensed consolidated financial statements included herein for additional information regarding Lot Purchase Agreements, JVs and land under development, respectively.
Raw Land Purchase Agreements
In addition, we have certain properties under contract with land owners that are expected to yield approximately 7,700 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. These properties are controlled with deposits in cash and letters of credit totaling approximately $2,000 and $100, respectively, as of March 31, 2019, of which approximately $1,700 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into a Lot Purchase Agreement with the assignee if the project is determined to be feasible.
Current Business Environment and Key Financial Results
During the first quarter of 2019, general market conditions continued to be favorably impacted by low unemployment and strong consumer confidence. Affordability issues, which had slowed demand for new homes during the second half of 2018, were favorably impacted by a slight pull back in interest rates during the quarter, which contributed to improved demand in the first quarter of 2019.
Our consolidated revenues for the first quarter of 2019 totaled $1,687,011, a 10% increase from the first quarter of 2018. Net income for the first quarter ended March 31, 2019 was $188,406, or $47.64 per diluted share,
20
increases of 13% and 21% when compared to net income and diluted earnings per share in the first quarter of 2018, respectively. Our homebuilding gross profit margin percentage decreased to 18.5% in the first quarter of 2019 from 18.7% in the first quarter of 2018. New orders, net of cancellations (“New Orders”) decreased 1% in the first quarter of 2019 compared to the first quarter of 2018. The average sales price for New Orders in the first quarter of 2019 decreased 3% to $367.0 compared to the first quarter of 2018.
We believe that the strength in demand for new homes is dependent upon sustained economic growth, driven by favorable unemployment levels and continued improvements in wage growth and household formation. Demand is also impacted by homebuyer affordability concerns, which are driven by both home prices and interest rate movements. We expect to continue to face gross margin pressure, impacted by modest pricing power and our ability to manage land and construction costs. We also expect to face pressure on mortgage banking profit due to the competitive pricing pressures in the mortgage market. We believe that we are well positioned to take advantage of opportunities that may arise from future economic and homebuilding market volatility due to the strength of our balance sheet.
Homebuilding Operations
The following table summarizes the results of operations and other data for the consolidated homebuilding operations:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Financial Data: | ||||||||
Revenues | $ | 1,643,206 | $ | 1,490,093 | ||||
Cost of sales | $ | 1,338,806 | $ | 1,211,946 | ||||
Gross profit margin percentage | 18.5 | % | 18.7 | % | ||||
Selling, general and administrative expenses | $ | 115,734 | $ | 105,547 | ||||
Operating Data: | ||||||||
New orders (units) | 5,139 | 5,174 | ||||||
Average new order price | $ | 367.0 | $ | 378.2 | ||||
Settlements (units) | 4,493 | 3,896 | ||||||
Average settlement price | $ | 365.7 | $ | 382.4 | ||||
Backlog (units) | 9,011 | 9,809 | ||||||
Average backlog price | $ | 376.8 | $ | 381.7 | ||||
New order cancellation rate | 14.1 | % | 13.6 | % | ||||
Consolidated Homebuilding - Three Months Ended March 31, 2019 and 2018
Homebuilding revenues increased 10% for the three months ended March 31, 2019 from the same period in 2018, due to a 15% increase in the number of units settled, offset partially by a 4% decrease in the average settlement price quarter over quarter. The increase in the number of units settled was primarily attributable to a higher backlog turnover rate year over year. The decrease in the average settlement price was attributable to a relative shift in settlements to lower priced markets and to a 2% lower average price of units in backlog entering 2019 compared to the same period in 2018.
Gross profit margin percentage in the first three months of 2019 decreased to 18.5% from 18.7% in the same period of 2018, due to increases in certain material costs.
The number of New Orders decreased 1% while the average sales price of New Orders decreased by 3% in the first quarter of 2019 when compared to the first quarter of 2018. New Orders decreased primarily due to a 7% decrease in the average number of active communities quarter over quarter, offset partially by higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders is attributable to a shift to lower priced products and lower priced markets.
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SG&A expenses in the first quarter of 2019 increased by 10% when compared to the first quarter of 2018, primarily due to an approximate $10,200 increase in equity-based compensation expense attributable to the grant of non-qualified stock options ("Options") and restricted share units (RSUs") in the second quarter of 2018. SG&A expenses as a percentage of revenue remained relatively flat quarter over quarter, due primarily to the 10% increase in revenues.
Backlog units and dollars were 9,011 units and $3,395,132, respectively, as of March 31, 2019 compared to 9,809 units and $3,744,523, respectively, as of March 31, 2018. The 8% decrease in backlog units was primarily attributable to the aforementioned 15% increase in settlements quarter over quarter. Backlog dollars were 9% lower quarter over quarter due primarily to the lower backlog unit balance.
Backlog, which represents homes sold but not yet settled with the customer, may be impacted by customer cancellations for various reasons that are beyond our control, such as failure to obtain mortgage financing, inability to sell an existing home, job loss, or a variety of other reasons. In any period, a portion of the cancellations that we experience are related to new sales that occurred during the same period, and a portion are related to sales that occurred in prior periods and therefore appeared in the opening backlog for the current period. Expressed as the total of all cancellations during the period as a percentage of gross sales during the period, our cancellation rate was 14.1% and 13.6% in the first quarter of 2019 and 2018, respectively. During the most recent four quarters, approximately 5% of a reporting quarter’s opening backlog cancelled during the fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur during the remainder of 2019 or future years. Other than those units that are cancelled, we expect to settle substantially all of our March 31, 2019 backlog within the next twelve months.
The backlog turnover rate is impacted by various factors, including, but not limited to, changes in New Order activity, internal production capacity, external subcontractor capacity and other external factors over which we do not exercise control.
Reportable Segments
Homebuilding segment profit 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 by corporate management. The corporate capital allocation charge eliminates in consolidation and is based on the segment’s average net assets employed. 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 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 termination of a Lot Purchase Agreement with the developer or the restructuring of a Lot Purchase Agreement resulting in the forfeiture of the deposit. We evaluate our entire net contract land deposit portfolio for impairment each quarter. For presentation purposes below, the contract land deposit reserve at March 31, 2019 and December 31, 2018 has been allocated to the respective year’s reportable segments to show contract land deposits on a net basis. The net contract land deposit balances below also include approximately $4,000 and $3,900 at March 31, 2019 and December 31, 2018, respectively, of letters of credit issued as deposits in lieu of cash.
The following tables summarize certain homebuilding operating activity by reportable segment for the three months ended March 31, 2019 and 2018.
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Selected Segment Financial Data:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Revenues: | ||||||||
Mid Atlantic | $ | 881,324 | $ | 842,496 | ||||
North East | 122,627 | 122,714 | ||||||
Mid East | 338,549 | 290,237 | ||||||
South East | 300,706 | 234,646 | ||||||
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Gross profit margin: | ||||||||
Mid Atlantic | $ | 162,733 | $ | 157,025 | ||||
North East | 22,839 | 26,179 | ||||||
Mid East | 61,349 | 51,012 | ||||||
South East | 59,578 | 44,218 | ||||||
Three Months Ended March 31, | ||||||
2019 | 2018 | |||||
Gross profit margin percentage: | ||||||
Mid Atlantic | 18.5 | % | 18.6 | % | ||
North East | 18.6 | % | 21.3 | % | ||
Mid East | 18.1 | % | 17.6 | % | ||
South East | 19.8 | % | 18.8 | % | ||
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Segment profit: | ||||||||
Mid Atlantic | $ | 99,364 | $ | 91,047 | ||||
North East | 11,460 | 15,704 | ||||||
Mid East | 35,475 | 27,211 | ||||||
South East | 35,036 | 23,237 | ||||||
Operating Activity:
Three Months Ended March 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
Units | Average Price | Units | Average Price | |||||||||||
New orders, net of cancellations: | ||||||||||||||
Mid Atlantic | 2,444 | $ | 419.1 | 2,503 | $ | 433.7 | ||||||||
North East | 313 | $ | 381.4 | 371 | $ | 409.7 | ||||||||
Mid East | 1,214 | $ | 320.3 | 1,296 | $ | 326.5 | ||||||||
South East | 1,168 | $ | 302.5 | 1,004 | $ | 295.1 | ||||||||
Total | 5,139 | $ | 367.0 | 5,174 | $ | 378.2 | ||||||||
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Three Months Ended March 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
Units | Average Price | Units | Average Price | |||||||||||
Settlements: | ||||||||||||||
Mid Atlantic | 2,143 | $ | 411.2 | 1,926 | $ | 437.4 | ||||||||
North East | 303 | $ | 404.7 | 301 | $ | 407.7 | ||||||||
Mid East | 1,030 | $ | 328.7 | 879 | $ | 330.2 | ||||||||
South East | 1,017 | $ | 295.7 | 790 | $ | 297.0 | ||||||||
Total | 4,493 | $ | 365.7 | 3,896 | $ | 382.4 | ||||||||
As of March 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
Units | Average Price | Units | Average Price | |||||||||||
Backlog: | ||||||||||||||
Mid Atlantic | 4,449 | $ | 426.9 | 4,801 | $ | 430.8 | ||||||||
North East | 573 | $ | 391.3 | 752 | $ | 423.7 | ||||||||
Mid East | 1,990 | $ | 330.3 | 2,315 | $ | 337.1 | ||||||||
South East | 1,999 | $ | 307.3 | 1,941 | $ | 297.3 | ||||||||
Total | 9,011 | $ | 376.8 | 9,809 | $ | 381.7 | ||||||||
Three Months Ended March 31, | ||||||
2019 | 2018 | |||||
New order cancellation rate: | ||||||
Mid Atlantic | 14.8 | % | 14.4 | % | ||
North East | 12.1 | % | 11.5 | % | ||
Mid East | 12.8 | % | 12.2 | % | ||
South East | 14.2 | % | 13.7 | % | ||
Three Months Ended March 31, | ||||||
2019 | 2018 | |||||
Average active communities: | ||||||
Mid Atlantic | 211 | 240 | ||||
North East | 29 | 38 | ||||
Mid East | 125 | 123 | ||||
South East | 84 | 84 | ||||
Total | 449 | 485 | ||||
Homebuilding Inventory:
March 31, 2019 | December 31, 2018 | |||||||
Sold inventory: | ||||||||
Mid Atlantic | $ | 648,412 | $ | 622,997 | ||||
North East | 79,349 | 79,530 | ||||||
Mid East | 189,782 | 195,149 | ||||||
South East | 178,635 | 182,458 | ||||||
Total (1) | $ | 1,096,178 | $ | 1,080,134 | ||||
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March 31, 2019 | December 31, 2018 | |||||||
Unsold lots and housing units inventory: | ||||||||
Mid Atlantic | $ | 76,222 | $ | 74,689 | ||||
North East | 13,792 | 11,088 | ||||||
Mid East | 11,827 | 9,045 | ||||||
South East | 20,540 | 20,611 | ||||||
Total (1) | $ | 122,381 | $ | 115,433 | ||||
(1) The reconciling items between segment inventory and consolidated inventory include certain consolidation adjustments 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. These consolidation adjustments are not allocated to our operating segments.
Lots Controlled and Land Deposits:
March 31, 2019 | December 31, 2018 | |||||
Total lots controlled: | ||||||
Mid Atlantic | 39,750 | 40,350 | ||||
North East | 8,800 | 8,950 | ||||
Mid East | 23,500 | 24,350 | ||||
South East | 26,250 | 26,050 | ||||
Total | 98,300 | 99,700 | ||||
March 31, 2019 | December 31, 2018 | |||||||
Contract land deposits, net: | ||||||||
Mid Atlantic | $ | 192,866 | $ | 199,917 | ||||
North East | 43,823 | 42,591 | ||||||
Mid East | 51,770 | 52,899 | ||||||
South East | 104,882 | 104,693 | ||||||
Total | $ | 393,341 | $ | 400,100 | ||||
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Contract land deposit impairments (recoveries), net: | ||||||||
Mid Atlantic | $ | 289 | $ | (2 | ) | |||
North East | 1,250 | — | ||||||
Mid East | — | 5 | ||||||
South East | — | 1,910 | ||||||
Total | $ | 1,539 | $ | 1,913 | ||||
Mid Atlantic
Three Months Ended March 31, 2019 and 2018
The Mid Atlantic segment had an approximate $8,300, or 9%, increase in segment profit in the first quarter of 2019 compared to the first quarter of 2018. The increase in segment profit was driven by an increase of approximately $38,800, or 5%, in segment revenues quarter over quarter, attributable primarily to an 11% increase in the number of units settled, offset partially by a 6% decrease in the average settlement price quarter over quarter. The increase in the number of units settled was favorably impacted by a higher backlog turnover rate quarter over quarter. The decrease in the average settlement price was attributable to a relative shift in settlements to lower priced markets within the segment and to a 2% lower average price of units in backlog entering 2019
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compared to the same period in 2018. The Mid Atlantic segment’s gross profit margin percentage was relatively flat quarter over quarter.
Segment New Orders and the average sales price of New Orders decreased 2% and 3%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders decreased primarily due to a 12% decrease in the average number of active communities quarter over quarter, offset partially by higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders is attributable to a shift to lower priced products and lower priced markets.
North East
Three Months Ended March 31, 2019 and 2018
The North East had an approximate $4,200, or 27%, decrease in segment profit in the first quarter of 2019 compared to the first quarter of 2018 and segment revenues were flat quarter over quarter. The North East segment’s gross profit margin percentage decreased to 18.6% in the first quarter of 2019 from 21.3% in the first quarter of 2018. Segment profit and gross profit margin decreased primarily due to higher construction, lot and certain material costs, and a contract land deposit charge of approximately $1,300.
Segment New Orders and the average sales price of New Orders decreased 16% and 7%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders decreased primarily due to a 23% decrease in the average number of active communities quarter over quarter. The average sales price of New Orders was negatively impacted primarily by a relative shift in New Orders to lower priced markets and lower priced products.
Mid East
Three Months Ended March 31, 2019 and 2018
The Mid East segment had an approximate $8,300, or 30%, increase in segment profit in the first quarter of 2019 compared to the first quarter of 2018. The increase in segment profit was driven by an increase in segment revenues of approximately $48,300, or 17%, quarter over quarter. Segment revenues increased primarily due to a 17% increase in the number of units settled quarter over quarter, due primarily to a higher backlog turnover rate quarter over quarter. The segment’s gross profit margin percentage increased to 18.1% in the first quarter of 2019 from 17.6% in the first quarter of 2018, primarily due to the increase in the number of units settled, which allowed us to better leverage certain operating costs.
Segment New Orders and the average sales price of New Orders decreased 6% and 2%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders decreased due to less favorable market conditions in the current year which led to lower community absorption rates quarter over quarter. The decrease in the average sales price of New Orders was attributable primarily to a shift to lower priced markets within the segment.
South East
Three Months Ended March 31, 2019 and 2018
The South East segment had an approximate $11,800, or 51%, increase in segment profit in the first quarter of 2019 compared to the first quarter of 2018. The increase in segment profit was primarily driven by an increase of approximately $66,100, or 28%, in revenues quarter over quarter. The increase in revenues was due to a 29% increase in the number of units settled quarter over quarter, due to a higher backlog turnover rate quarter over quarter and to a 7% higher backlog unit balance entering the first quarter of 2019 compared to the same period in 2018. The South East segment’s gross profit margin percentage increased to 19.8% in the first quarter of 2019 from 18.8% in the first quarter of 2018, primarily due to a $1,900 contract land deposit charge in the prior year quarter.
Segment New Orders and the average sales price of New Orders increased 16% and 3%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders were favorably impacted by an increase in the average number of active communities in certain of our stronger markets in the first quarter of 2019 compared to the first quarter of 2018. The increase in the average sales price of New Orders was attributable to a relative shift in New Orders to higher priced markets and to a shift to higher priced communities in certain markets.
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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 income before tax include unallocated corporate overhead (which includes all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury and human resources, are centrally performed and the costs are not allocated to our 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 our operating segments. External corporate interest expense primarily consists of interest charges on our 3.95% Senior Notes due 2022, and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Homebuilding consolidated gross profit: | ||||||||
Mid Atlantic | $ | 162,733 | $ | 157,025 | ||||
North East | 22,839 | 26,179 | ||||||
Mid East | 61,349 | 51,012 | ||||||
South East | 59,578 | 44,218 | ||||||
Consolidation adjustments and other | (2,099 | ) | (287 | ) | ||||
Homebuilding consolidated gross profit | $ | 304,400 | $ | 278,147 | ||||
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Homebuilding consolidated income before taxes: | ||||||||
Mid Atlantic | $ | 99,364 | $ | 91,047 | ||||
North East | 11,460 | 15,704 | ||||||
Mid East | 35,475 | 27,211 | ||||||
South East | 35,036 | 23,237 | ||||||
Reconciling items: | ||||||||
Contract land deposit impairment reserve (1) | 950 | 2,128 | ||||||
Equity-based compensation expense (2) | (19,972 | ) | (9,387 | ) | ||||
Corporate capital allocation (3) | 54,559 | 50,700 | ||||||
Unallocated corporate overhead | (31,735 | ) | (31,284 | ) | ||||
Consolidation adjustments and other | 9,247 | 5,201 | ||||||
Corporate interest expense | (5,974 | ) | (5,987 | ) | ||||
Reconciling items sub-total | 7,075 | 11,371 | ||||||
Homebuilding consolidated income before taxes | $ | 188,410 | $ | 168,570 | ||||
(1) | This item represents changes to the contract land deposit impairment reserve which are not allocated to the reportable segments. |
(2) | The increase in equity-based compensation expense was primarily attributable to the equity grant in the second quarter of 2018. |
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(3) | This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the periods presented: |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Corporate capital allocation charge: | ||||||||
Mid Atlantic | $ | 30,417 | $ | 30,449 | ||||
North East | 4,727 | 4,180 | ||||||
Mid East | 9,015 | 7,973 | ||||||
South East | 10,400 | 8,098 | ||||||
Total | $ | 54,559 | $ | 50,700 | ||||
Mortgage Banking Segment
Three Months Ended March 31, 2019 and 2018
We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses exclusively on serving the homebuilding segment customer base. 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. The following table summarizes the results of our mortgage banking operations and certain statistical data for the three months ended March 31, 2019 and 2018:
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Loan closing volume: | ||||||||
Total principal | $ | 1,140,999 | $ | 1,009,673 | ||||
Loan volume mix: | ||||||||
Adjustable rate mortgages | 11 | % | 8 | % | ||||
Fixed-rate mortgages | 89 | % | 92 | % | ||||
Operating profit: | ||||||||
Segment profit | $ | 29,558 | $ | 22,550 | ||||
Equity-based compensation cost reversal/(expense) | 639 | (122 | ) | |||||
Mortgage banking income before tax | $ | 30,197 | $ | 22,428 | ||||
Capture rate: | 88 | % | 86 | % | ||||
Mortgage banking fees: | ||||||||
Net gain on sale of loans | $ | 34,957 | $ | 31,320 | ||||
Title services | 8,700 | 7,849 | ||||||
Servicing fees | 148 | 152 | ||||||
$ | 43,805 | $ | 39,321 | |||||
Loan closing volume for the three months ended March 31, 2019 increased by approximately $131,300, or 13%, from the same period in 2018. The increase in loan closing volume during the three months ended March 31, 2019 was primarily attributable to the 15% increase in the homebuilding segment’s number of units settled during the three months ended March 31, 2019, when compared to the same period in 2018.
Segment profit for the three months ended March 31, 2019 increased by approximately $7,000, or 31%, from the same period in 2018. The increase was primarily attributable to an increase in mortgage banking fees and a decrease in general and administrative expenses. Mortgage banking fees increased by approximately $4,500 during the three months ended March 31, 2019, resulting from the aforementioned increase in loan closing volume and an
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increase in secondary marketing gains on sales of loans. General and administrative expenses decreased approximately $1,700 primarily due to a decrease in personnel costs quarter over quarter. Mortgage banking income before tax in the first quarter of 2019 was favorably impacted by a reversal of approximately $2,200 of equity-based compensation expense related to Options forfeited during the quarter.
Effective Tax Rate
Our effective tax rate during the three months ended March 31, 2019 was 13.8%, compared to 13.1% for the three months ended March 31, 2018. Our effective tax rate was favorably impacted by the recognition of income tax benefits related to excess tax benefits from stock option exercises, which totaled $28,478 for the three months ended March 31, 2019 and $19,567 for the three months ended March 31, 2018.
We expect to experience volatility in our effective tax rate in future quarters as the amount of the excess tax benefit from equity-based awards is dependent on our stock price when awards are exercised as well as on the timing of exercises, which historically has varied from quarter to quarter.
Liquidity and Capital Resources
Lines of Credit and Notes Payable
Our homebuilding business segment funds its operations from cash flows provided by operating activities, a short-term unsecured working capital revolving credit facility and capital raised in the public debt and equity markets. Our unsecured Credit Agreement (the “Credit Agreement”) provides for aggregate revolving loan commitments of $200,000. Under the Credit Agreement, we may request increases of up to $300,000 to the facility in the form of revolving loan commitments or term loans to the extent that new or existing lenders agree to provide additional revolving loan or term loan commitments. The Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit of which there was approximately $9,100 outstanding at March 31, 2019, and a $25,000 sublimit for a swing line commitment. The Credit Agreement termination date is July 15, 2021. There was no debt outstanding under the Credit Agreement at March 31, 2019.
Our mortgage banking subsidiary, NVRM, provides for its mortgage origination and other operating activities using cash generated from its operations, borrowings from its parent company, NVR, as well as a $150,000 revolving mortgage repurchase facility (the “Repurchase Agreement”), which is non-recourse to NVR. On July 25, 2018, NVRM entered into the Tenth Amendment (the "Amendment") to its Repurchase Agreement. The Amendment removed the $50,000 incremental commitment that was available under the prior Repurchase Agreement. All other terms and conditions under the Repurchase Agreement remained materially consistent. The Repurchase Agreement expires on July 24, 2019. At March 31, 2019, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement. There was no debt outstanding under the Repurchase Agreement at March 31, 2019.
There have been no material changes in our lines of credit and notes payable during the three months ended March 31, 2019. For additional information regarding lines of credit and notes payable, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.
Cash Flows
For the three months ended March 31, 2019, cash, restricted cash, and cash equivalents increased by $108,451. Cash provided by operating activities was $227,855. Cash was provided by earnings for the three months ended March 31, 2019 and net proceeds of $63,178 from mortgage loan activity. Cash was primarily used to fund the increase in homebuilding inventory of $28,059, due to an increase in the number of units under construction at March 31, 2019 compared to December 31, 2018.
Net cash used in investing activities for the three months ended March 31, 2019 of $1,879 included cash used for purchases of property, plant and equipment of $5,285, partially offset by the receipt of capital distributions from our unconsolidated JVs totaling $3,257.
Net cash used in financing activities was $117,525 for the three months ended March 31, 2019. Cash was used to repurchase 81,829 shares of our common stock at an aggregate purchase price of $216,499 under our
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ongoing common stock repurchase program, discussed below. Cash was provided from stock option exercise proceeds totaling $98,974.
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 10b-18 promulgated under the Exchange Act. 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/401(k) Plan Trust or Employee Stock Ownership Plan Trust. The repurchase program assists us in accomplishing our primary objective of creating increases in shareholder value. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion of repurchase activity during the first quarter of 2019.
Recent Accounting Pronouncements
See Note 15 to the accompanying condensed consolidated financial statements for discussion of recently issued accounting pronouncements applicable to us.
Critical Accounting Policies
There have been no material changes to our critical accounting policies as previously disclosed in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
There have been no material changes in our market risks during the three months ended March 31, 2019. For additional information regarding our market risks, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no changes in our internal control over financial reporting in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
We are involved in various 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, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.
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Item 1A. Risk Factors
There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(dollars in thousands, except per share data)
We had two share repurchase authorizations outstanding during the quarter ended March 31, 2019. On August 1, 2018 and December 12, 2018, we publicly announced that our Board of Directors authorized the repurchase of our outstanding common stock in one or more open market and/or privately negotiated transactions, up to an aggregate of $300,000 per authorization. The repurchase authorizations do not have expiration dates. We repurchased the following shares of our common stock during the first quarter of 2019:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
January 1 - 31, 2019 | 16,977 | $ | 2,496.72 | 16,977 | $ | 373,171 | ||||||||
February 1 - 28, 2019 | 18,263 | $ | 2,633.20 | 18,263 | $ | 325,081 | ||||||||
March 1 - 31, 2019 (1) | 46,589 | $ | 2,704.98 | 46,589 | $ | 199,059 | ||||||||
Total | 81,829 | $ | 2,645.75 | 81,829 | ||||||||||
(1) | 9,543 outstanding shares were repurchased under the August 1, 2018 share repurchase authorization, which fully utilized the authorization. The remaining 37,046 outstanding shares were repurchased under the December 12, 2018 share repurchase authorization. |
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Item 6. | Exhibits |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Exhibit Number | Filing Date | |||||
10.1* | ||||||||||
10.2* | ||||||||||
31.1 | ||||||||||
31.2 | ||||||||||
32 | ||||||||||
101.INS | XBRL Instance Document | |||||||||
101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
* Exhibit is a management contract or compensatory plan or arrangement. | ||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NVR, Inc. | ||
Date: May 1, 2019 | By: | /s/ Daniel D. Malzahn |
Daniel D. Malzahn | ||
Senior Vice President, Chief Financial Officer and Treasurer | ||
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Exhibit 10.1
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement for JEFFREY D. MARTCHEK (“Amendment”) is made, effective as of April 1, 2019, by and between NVR, Inc., a Virginia corporation (the “Company”) and JEFFREY D. MARTCHEK (“Executive”).
Recitals:
WHEREAS, Executive and the Company previously entered into an Employment Agreement, effective as of January 1, 2016, which was subsequently amended effective April 18, 2017 (collectively, the “Employment Agreement”); and
WHEREAS, Executive and the Company desire to amend the Employment Agreement to modify Section 6.7.
Agreement:
NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive, intending to be legally bound, agree as follows:
1. The definition of “Good Reason” in Section 6.7 is amended to read as follows:
““Good Reason” means (i) a material diminution in the Executive’s authority, duties or responsibilities as described herein; (ii) a material change in the Executive’s principal place of employment to a location that is more than 50 miles from Reston, Virginia; (iii) the failure of any successor of the Company to expressly in writing assume the Company’s obligations under this Agreement; or (iv) any other action or inaction that constitutes a material breach by the Company of any agreement between the Executive and the Company or its successor.”
2. Except as set forth in this Amendment, the Employment Agreement shall remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date first written above.
NVR, INC. | ||
By: | /s/ Gary Brown | |
Name: | Gary Brown | |
Senior Vice President, Human Resources | ||
EXECUTIVE | ||
By: | /s/ Jeffrey D. Martchek | |
Name: | Jeffrey D. Martchek | |
Exhibit 10.2
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement for EUGENE J. BREDOW (“Amendment”) is made, effective as of April 1, 2019, by and between NVR, Inc., a Virginia corporation (the “Company”) and EUGENE J. BREDOW (“Executive”).
Recitals:
WHEREAS, Executive and the Company previously entered into an Amended and Restated Employment Agreement, effective as of January 1, 2016, which was subsequently amended on March 1, 2018 (collectively, the “Employment Agreement”); and
WHEREAS, Executive and the Company desire to amend the Employment Agreement to change the Executive’s title and base salary, and modify Section 6.7.
Agreement:
NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive, intending to be legally bound, agree as follows:
1. | Section 1.1 is replaced in the entirety to read as follows: |
Employment by the Company. The Company hereby employs the Executive, for itself and its affiliates, to render exclusive and full-time services to the Company. The Executive will serve in the capacity of President of NVR Mortgage Finance, Inc. The Executive will perform such duties as are imposed on the holder of that office by the By-laws of the Company and such other duties as are customarily performed by one holding such position in the same or similar businesses or enterprises as those of the Company. The Executive will perform such other related duties as may be assigned to him from time to time by the Company’s Board of Directors and Chief Executive Officer. The Executive will devote his entire full working time and attention to the performance of such duties and to the promotion of the business and interests of the Company. This provision, however, will not prevent the Executive from investing his funds or assets in any form or manner, or from acting as a member of the board of directors of any companies, businesses, or charitable organizations, so long as such investments or companies do not compete with the Company, subject to the limitations set forth in Section 7.1.
2. Section 3.1 is replaced in the entirety to read as follows:
Base Salary. As compensation for all services rendered pursuant to this Agreement, the Company will pay to the Executive an annual Base Salary of Four Hundred NINETY Thousand Dollars ($490,000) payable in equal monthly installments of FORTY THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS ($40,833.33). The Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion may increase, but may not reduce, the Executive’s annual base salary.
3. The definition of “Good Reason” in Section 6.7 is amended to read as follows:
““Good Reason” means (i) a material diminution in the Executive’s authority, duties or responsibilities as described herein; (ii) a material change in the Executive’s principal place of employment to a location that is more than 50 miles from Reston, Virginia; (iii) the failure of any successor of the Company to expressly in writing assume the Company’s obligations under this Agreement; or (iv) any other action or inaction that constitutes a material breach by the Company of any agreement between the Executive and the Company or its successor.”
4. Except as set forth in this Amendment, the Employment Agreement shall remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date first written above.
NVR, INC. | ||
By: | /s/ Gary Brown | |
Name: | Gary Brown | |
Senior Vice President, Human Resources | ||
EXECUTIVE | ||
By: | /s/ Eugene J. Bredow | |
Name: | Eugene J. Bredow | |
Exhibit 31.1
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Paul C. Saville, certify that:
1. | I have reviewed this report on Form 10-Q 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: May 1, 2019 | By: | /s/ Paul C. Saville |
Paul C. Saville | ||
President and Chief Executive Officer | ||
Exhibit 31.2
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Daniel D. Malzahn, certify that:
1. | I have reviewed this report on Form 10-Q 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: May 1, 2019 | By: | /s/ Daniel D. Malzahn |
Daniel D. Malzahn | ||
Senior Vice President, Chief Financial Officer and Treasurer | ||
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 Quarterly Report on Form 10-Q of NVR, Inc. for the period ended March 31, 2019 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: May 1, 2019 | By: | /s/ Paul C. Saville |
Paul C. Saville | ||
President and Chief Executive Officer | ||
By: | /s/ Daniel D. Malzahn | |
Daniel D. Malzahn | ||
Senior Vice President, Chief Financial Officer and Treasurer | ||