View:
Download DOC
Download PDF
Download XLS
Download XBRL
Document
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, 2018
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  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
☐
(Do not check if smaller reporting company)
 
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, 2018 there were 3,622,605 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, 2018
 
December 31, 2017
ASSETS
 
 

 
 

Homebuilding:
 
 

 
 

Cash and cash equivalents
 
$
414,763

 
$
645,087

Restricted cash
 
20,767

 
19,438

Receivables
 
22,374

 
20,026

Inventory:
 
 
 
 
Lots and housing units, covered under sales agreements with customers
 
1,170,604

 
1,046,094

Unsold lots and housing units
 
124,312

 
148,620

Land under development
 
33,078

 
34,212

Building materials and other
 
16,398

 
17,273

 
 
1,344,392

 
1,246,199

 
 
 
 
 
Contract land deposits, net
 
361,891

 
370,429

Property, plant and equipment, net
 
41,326

 
43,191

Reorganization value in excess of amounts allocable to identifiable assets, net
 
41,580

 
41,580

Other assets
 
204,329

 
198,930

 
 
2,451,422

 
2,584,880

Mortgage Banking:
 
 

 
 

Cash and cash equivalents
 
10,803

 
21,707

Restricted cash
 
3,230

 
2,256

Mortgage loans held for sale, net
 
344,023

 
352,489

Property and equipment, net
 
6,237

 
6,327

Reorganization value in excess of amounts allocable to identifiable assets, net
 
7,347

 
7,347

Other assets
 
23,003

 
14,273

 
 
394,643

 
404,399

Total assets
 
$
2,846,065

 
$
2,989,279

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 

 
 
Homebuilding:
 
 

 
 

Accounts payable
 
$
265,155

 
$
261,973

Accrued expenses and other liabilities
 
314,897

 
341,891

Customer deposits
 
167,486

 
150,033

Senior notes
 
597,220

 
597,066

 
 
1,344,758

 
1,350,963

Mortgage Banking:
 
 

 
 

Accounts payable and other liabilities
 
34,499

 
32,824

 
 
34,499

 
32,824

Total liabilities
 
1,379,257

 
1,383,787

 
 
 
 
 
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, 2018 and December 31, 2017
 
206

 
206

Additional paid-in capital
 
1,678,100

 
1,644,197

Deferred compensation trust – 108,642 and 108,640 shares of NVR, Inc. common stock as of March 31, 2018 and December 31, 2017, respectively
 
(17,389
)
 
(17,383
)
Deferred compensation liability
 
17,389

 
17,383

Retained earnings
 
6,400,185

 
6,231,940

Less treasury stock at cost – 16,936,586 and 16,864,324 shares as of March 31, 2018 and December 31, 2017, respectively
 
(6,611,683
)
 
(6,270,851
)
Total shareholders' equity
 
1,466,808

 
1,605,492

Total liabilities and shareholders' equity
 
$
2,846,065

 
$
2,989,279

See notes to condensed consolidated financial statements.

1
Table of Contents

NVR, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Homebuilding:
 
 

 
 

Revenues
 
$
1,490,093

 
$
1,247,587

Other income
 
1,977

 
1,102

Cost of sales
 
(1,211,946
)
 
(1,026,017
)
Selling, general and administrative
 
(105,547
)
 
(99,904
)
Operating income
 
174,577

 
122,768

Interest expense
 
(6,007
)
 
(5,578
)
Homebuilding income
 
168,570

 
117,190

 
 
 
 
 
Mortgage Banking:
 
 

 
 

Mortgage banking fees
 
39,321

 
29,505

Interest income
 
2,093

 
1,661

Other income
 
524

 
309

General and administrative
 
(19,235
)
 
(16,246
)
Interest expense
 
(275
)
 
(258
)
Mortgage banking income
 
22,428

 
14,971

 
 
 
 
 
Income before taxes
 
190,998

 
132,161

Income tax expense
 
(24,949
)
 
(29,238
)
 
 
 
 
 
Net income
 
$
166,049

 
$
102,923

 
 
 
 
 
Basic earnings per share
 
$
45.19

 
$
27.78

 
 
 
 
 
Diluted earnings per share
 
$
39.34

 
$
25.12

 
 
 
 
 
Basic weighted average shares outstanding
 
3,675

 
3,705

 
 
 
 
 
Diluted weighted average shares outstanding
 
4,220

 
4,097

See notes to condensed consolidated financial statements.

2
Table of Contents

NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 

 
 

Net income
 
$
166,049

 
$
102,923

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
5,036

 
5,699

Equity-based compensation expense
 
9,509

 
10,589

Contract land deposit (recoveries) impairments, net
 
(215
)
 
1,717

Gain on sale of loans, net
 
(31,320
)
 
(23,231
)
Mortgage loans closed
 
(1,009,675
)
 
(784,928
)
Mortgage loans sold and principal payments on mortgage loans held for sale
 
1,045,538

 
955,647

Distribution of earnings from unconsolidated joint ventures
 
1,383

 
2,388

Net change in assets and liabilities:
 
 

 
 

Increase in inventory
 
(98,193
)
 
(140,334
)
Decrease in contract land deposits
 
8,753

 
8,424

(Increase) decrease in receivables
 
(4,585
)
 
667

Decrease in accounts payable and accrued expenses
 
(25,035
)
 
(37,550
)
Increase in customer deposits
 
17,453

 
26,117

Other, net
 
(6,670
)
 
(19,866
)
Net cash provided by operating activities
 
78,028

 
108,262

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Investments in and advances to unconsolidated joint ventures
 
—

 
(455
)
Distribution of capital from unconsolidated joint ventures
 
2,482

 
2,162

Purchase of property, plant and equipment
 
(3,113
)
 
(5,161
)
Proceeds from the sale of property, plant and equipment
 
195

 
177

Net cash used in investing activities
 
(436
)
 
(3,277
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Purchase of treasury stock
 
(357,242
)
 
(85,547
)
Proceeds from the exercise of stock options
 
40,804

 
75,265

Net cash used in financing activities
 
(316,438
)
 
(10,282
)
 
 
 
 
 
Net (decrease) increase in cash, restricted cash, and cash equivalents
 
(238,846
)
 
94,703

Cash, restricted cash, and cash equivalents, beginning of the period
 
689,557

 
416,037

 
 
 
 
 
Cash, restricted cash, and cash equivalents, end of the period
 
$
450,711

 
$
510,740

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 

 
 

Interest paid during the period, net of interest capitalized
 
$
11,977

 
$
11,536

Income taxes paid during the period, net of refunds
 
$
3,333

 
$
7,079

See notes to condensed consolidated financial statements.

3
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)


1. Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR” or the “Company”) and its subsidiaries and certain other entities in which the Company is deemed to be the primary beneficiary (see 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.
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. Certain prior period amounts in the condensed consolidated statements of cash flows have been reclassified to conform to current period presentation. These reclassifications did not impact total cash from operating, investing or financing activities in the statement of cash flows.
For the three months ended March 31, 2018 and 2017, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
Revenue from Contracts with Customers
On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.
Revenue Recognition
Consistent with the Company’s previous revenue recognition practice, homebuilding revenue is recognized on the settlement date at the contract sales price, when control is transferred to our customers. Mortgage banking revenue recognition will continue to be governed by ASC Topic 815 - Derivatives and Hedging and by ASC Topic 825 - Financial Instruments, and is not subject to ASC 606. See Note 9 for disclosure of revenue by reporting segment.
The Company’s contract liabilities, consisting of deposits received from customers (“Handmoney”) on homes not settled, were $167,486 and $150,033 as of March 31, 2018 and December 31, 2017, respectively. During the first quarter of 2018, the Company recognized in revenue approximately $78,000 of the Handmoney held as of December 31, 2017.
The Company’s contract costs incurred on unsatisfied performance obligations related to prepaid sales compensation totaled approximately $21,100 and $19,500, as of March 31, 2018 and December 31, 2017, respectively. These amounts are included in homebuilding “Other assets” on the accompanying condensed consolidated balance sheets.

4
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

Deferred Revenue
ASC 606 no longer requires sellers of real estate to consider the initial and continuing involvement criteria in ASC 360-20, but instead only conclude on the collectibility of the transaction price. On January 1, 2018, the Company recorded a cumulative-effect adjustment, net of tax, of $2,196 to recognize deferred profit on home settlements, which the Company had previously determined that there was significant continuing involvement and believed to be fully collectible.
Practical Expedients and Exemption
The Company believes that at contract inception, the performance obligation to complete and settle the home with a customer has an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts.
No other adjustments were made as a result of the adoption of ASU 2014-09.
Other recently adopted accounting pronouncements
The Company adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, effective January 1, 2018. In connection with the adoption of ASU 2016-15, the Company made the election to classify distributions received from unconsolidated joint ventures using the cumulative earnings approach. This election was applied retrospectively, which reclassified a portion of distributions received from the Company's unconsolidated joint ventures between operating and investing activities on the prior year condensed consolidated statement of cash flows. The adoption of this standard did not have a material effect on the Company's condensed consolidated statements of cash flows and related disclosures.
The Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, effective January 1, 2018. The amendments in the standard require that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. As a result, the Company's beginning-of-period and end-of-period cash balances presented in the condensed consolidated statements of cash flows were retrospectively adjusted to include restricted cash with cash and cash equivalents.
The Company's cash and cash equivalents include short-term investments with original maturities of three months or less. Homebuilding restricted cash was attributable to customer deposits for certain home sales. Mortgage banking restricted cash included amounts collected from customers for loans in process and closed mortgage loans held for sale.
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 include cash related to a consolidated joint venture, which is included in homebuilding "Other assets" on the Company's condensed consolidated balance sheets. The cash related to this consolidated joint venture as of March 31, 2018 and December 31, 2017 was $1,148 and $1,069, respectively, and as of March 31, 2017 and December 31, 2016 was $1,210 and $1,214, respectively.
The adoption of this standard did not have a material effect on the Company's condensed consolidated statements of cash flows and related disclosures.
The Company also adopted ASU 2017-09, Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting, effective January 1, 2018.  The amendments in the standard clarify when changes in a share-based payment award must be accounted for as a modification, and will allow entities to make certain changes to share-based payment awards without accounting for them as modifications.  Under the new guidance, entities will only apply modification accounting if there are substantive changes made to share-based payment awards.  If a change made to a share-based payment award does not affect the fair value, vesting conditions and classification as either an equity or liability instrument, modification accounting will not need to be applied.  The adoption of this standard did not have any effect on the Company's condensed consolidated financial statements and related disclosures.

5
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

2. Variable Interest Entities
Fixed Price Finished Lot Purchase Agreements (“Lot Purchase Agreements”)
NVR generally does not engage in the land development business.  Instead, the Company typically acquires 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 NVR fails 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.
NVR believes this lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development.  NVR may, at its option, choose for any reason and at any time not to perform under these Lot Purchase Agreements by delivering notice of its intent not to acquire the finished lots under contract.  NVR’s sole legal obligation and economic loss for failure to perform under these 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 NVR enters Lot Purchase Agreements have recourse to the general credit of NVR.  NVR generally does not have any specific performance obligations to purchase a certain number or any of the lots, nor does NVR guarantee completion of the development by the developer or guarantee any of the developers’ financial or other liabilities.
NVR is not involved in the design or creation of the development entities from which the Company purchases lots under Lot Purchase Agreements.  The developer’s equity holders have the power to direct 100% of the operating activities of the development entity.  NVR has 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, NVR does 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 NVR 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 variable interest entities (“VIE”).  Therefore, the development entities with which NVR enters into Lot Purchase Agreements, including the joint venture limited liability corporations discussed below, are evaluated for possible consolidation by NVR.  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.
NVR believes 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 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 NVR contracts to buy finished lots typically select the respective projects, obtain the necessary zoning approvals, obtain the financing required with no support or guarantees from NVR, 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 NVR.  The Company possesses no more than limited protective legal rights through the Lot Purchase Agreement in the specific finished lots that it is purchasing, and NVR possesses no participative rights in the development entities.  Accordingly, NVR does not have the power to direct the activities of a developer that most significantly impact the developer’s economic performance.  For this reason, NVR has concluded that it is not the primary beneficiary of the development entities with which the Company enters into Lot Purchase Agreements, and therefore, NVR does not consolidate any of these VIEs.

6
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

As of March 31, 2018, NVR controlled approximately 87,050 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately $380,900 and $2,600, respectively.  As noted above, NVR’s 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, NVR has certain properties under contract with land owners that are expected to yield approximately 9,800 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 $8,800 and $100, respectively, as of March 31, 2018, of which approximately $2,800 is refundable if certain contractual conditions are not met.  NVR generally expects 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.
NVR’s total risk of loss related to contract land deposits as of March 31, 2018 and December 31, 2017 was as follows:
 
 
March 31, 2018
 
December 31, 2017
Contract land deposits
 
$
389,762

 
$
400,428

Loss reserve on contract land deposits
 
(27,871
)
 
(29,999
)
Contract land deposits, net
 
361,891

 
370,429

Contingent obligations in the form of letters of credit
 
2,695

 
1,996

Specific performance obligations (1)
 
1,505

 
1,505

Total risk of loss
 
$
366,091

 
$
373,930

(1)
As of both March 31, 2018 and December 31, 2017, the Company was committed to purchase 10 finished lots under specific performance obligations.
3. Joint Ventures
On a limited basis, NVR obtains finished lots using joint venture limited liability corporations (“JVs”). The JVs are typically structured such that NVR is a non-controlling member and is at risk only for the amount the Company has invested, or has committed to invest, in addition to any deposits placed under Lot Purchase Agreements with the joint venture. NVR is not a borrower, guarantor or obligor on any debt of the JVs, as applicable. The Company enters into Lot Purchase Agreements to purchase lots from these JVs, and as a result has a variable interest in these JVs.
At March 31, 2018, the Company had an aggregate investment totaling approximately $43,000 in six JVs that are expected to produce approximately 7,200 finished lots, of which approximately 3,800 lots were controlled by the Company and the remaining approximately 3,400 lots were either under contract with unrelated parties or not currently under contract. In addition, NVR had additional funding commitments totaling approximately $5,300 in the aggregate to three of the JVs at March 31, 2018. The Company has determined that it is not the primary beneficiary of five of the JVs because either NVR and the other JV partner share power or the other JV partner has the controlling financial interest. The aggregate investment in unconsolidated JVs was approximately $42,600 and $49,000 at March 31, 2018 and December 31, 2017, respectively, and is reported in the “Other assets” line item on the accompanying condensed consolidated balance sheets. For the remaining JV, NVR has concluded that it is the primary beneficiary because the Company has the controlling financial interest in the JV.

7
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

The condensed balance sheets as of March 31, 2018 and December 31, 2017 of the consolidated JV were as follows:
 
 
March 31, 2018
 
December 31, 2017
Assets:
 
 
 
 
Cash
 
$
1,148

 
$
1,069

Other assets
 
37

 
37

Total assets
 
$
1,185

 
$
1,106

 
 
 
 
 
Liabilities and equity:
 
 

 
 

Accrued expenses
 
$
490

 
$
487

Equity
 
695

 
619

Total liabilities and equity
 
$
1,185

 
$
1,106

The Company recognizes 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. With the Company's adoption of ASU 2016-15 effective January 1, 2018, the Company made the election to 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 the Company 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. See Note 1 for additional discussion regarding the Company's adoption of ASU 2016-15.
4. Land Under Development
On a limited basis, NVR directly acquires 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, 2018, NVR directly owned a total of four separate raw land parcels with a carrying value of $33,078 that are expected to produce approximately 450 finished lots. The Company also has additional funding commitments of approximately $7,400 under a joint development agreement related to one parcel, a portion of which the Company expects will be offset by development credits of approximately $4,600.
None of the raw parcels had any indicators of impairment as of March 31, 2018.
5. Capitalized Interest
The Company capitalizes interest costs to land under development during the active development of finished lots.  In addition, the Company capitalizes interest costs to its joint venture 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 the Company’s 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.

8
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

The following table reflects the changes in the Company's capitalized interest during the three months ended March 31, 2018 and 2017:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Interest capitalized, beginning of period
 
$
5,583

 
$
5,106

Interest incurred
 
6,595

 
6,559

Interest charged to interest expense
 
(6,282
)
 
(5,836
)
Interest charged to cost of sales
 
(351
)
 
(265
)
Interest capitalized, end of period
 
$
5,545

 
$
5,564

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, 2018 and 2017:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Weighted average number of shares outstanding used to calculate basic EPS
 
3,675

 
3,705

Dilutive securities:
 
 
 
 
Stock options and restricted share units
 
545

 
392

Weighted average number of shares and share equivalents outstanding used to calculate diluted EPS
 
4,220

 
4,097

The following stock options issued under equity incentive plans were outstanding during the three months ended March 31, 2018 and 2017, 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,
 
 
2018
 
2017
Anti-dilutive securities
 
15

 
79


9
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

7. Shareholders’ Equity
A summary of changes in shareholders’ equity 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
 
—

 
—

 
—

 
—

 
(6
)
 
6

 
—

Purchase of common stock for treasury
 
—

 
—

 
—

 
(357,242
)
 
—

 
—

 
(357,242
)
Equity-based compensation
 
—

 
9,509

 
—

 
—

 
—

 
—

 
9,509

Proceeds from stock 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

The Company repurchased approximately 116 shares of its common stock during the three months ended March 31, 2018. The Company settles stock option exercises and vesting of restricted share units by issuing shares of treasury stock.  Approximately 44 shares were issued from the treasury account during the three months ended March 31, 2018 in settlement of stock option exercises and vesting of restricted share units.  Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares acquired.
8. Product Warranties
The Company establishes 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 NVR’s 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 the Company’s general counsel and outside counsel retained to handle specific product liability cases.
The following table reflects the changes in the Company’s Warranty Reserve during the three months ended March 31, 2018 and 2017:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Warranty reserve, beginning of period
 
$
94,513

 
$
93,895

Provision
 
11,527

 
8,961

Payments
 
(10,434
)
 
(9,353
)
Warranty reserve, end of period
 
$
95,606

 
$
93,503

9. Segment Disclosures
The following disclosure includes four homebuilding reportable segments that aggregate geographically the Company’s homebuilding operating segments, and the mortgage banking operations presented as one reportable

10
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

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 the Company’s cost of capital.  
Certain assets are not allocated to the operating segments as those assets are neither included in the operating segment’s corporate capital allocation charge, nor in the CODM’s evaluation of the operating segment’s performance.  The Company records charges on contract land deposits when it is determined that it is probable that recovery of the deposit is impaired.  For segment reporting purposes, impairments on contract land deposits are 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.  NVR’s overhead functions, such as accounting, treasury and human resources, are centrally performed and the costs are not allocated to the Company’s operating segments.  Consolidation adjustments consist of such items necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to the Company’s operating segments.  External corporate interest expense primarily consists of interest charges on the Company’s 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,
 
 
2018
 
2017
Revenues:
 
 
 
 
Homebuilding Mid Atlantic
 
$
842,496

 
$
722,268

Homebuilding North East
 
122,714

 
106,231

Homebuilding Mid East
 
290,237

 
243,031

Homebuilding South East
 
234,646

 
176,057

Mortgage Banking
 
39,321

 
29,505

Total consolidated revenues
 
$
1,529,414

 
$
1,277,092


11
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Income before taxes:
 
 
 
 
Homebuilding Mid Atlantic
 
$
91,047

 
$
64,489

Homebuilding North East
 
15,704

 
9,106

Homebuilding Mid East
 
27,211

 
22,159

Homebuilding South East
 
23,237

 
14,569

Mortgage Banking
 
22,550

 
15,953

Total segment profit before taxes
 
179,749

 
126,276

Reconciling items:
 
 
 
 
Contract land deposit reserve adjustment (1)
 
2,128

 
(728
)
Equity-based compensation expense
 
(9,509
)
 
(10,589
)
Corporate capital allocation (2)
 
50,700

 
46,187

Unallocated corporate overhead
 
(31,284
)
 
(27,234
)
Consolidation adjustments and other
 
5,201

 
3,813

Corporate interest expense
 
(5,987
)
 
(5,564
)
Reconciling items sub-total
 
11,249

 
5,885

Consolidated income before taxes
 
$
190,998

 
$
132,161

 
 
March 31, 2018
 
December 31, 2017
Assets:
 
 
 
 
Homebuilding Mid Atlantic
 
$
1,119,218

 
$
1,079,225

Homebuilding North East
 
152,835

 
143,008

Homebuilding Mid East
 
288,846

 
263,019

Homebuilding South East
 
288,344

 
277,705

Mortgage Banking
 
387,296

 
397,052

Total segment assets
 
2,236,539

 
2,160,009

Reconciling items:
 
 
 
 
Cash and cash equivalents
 
414,763

 
645,087

Deferred taxes
 
113,462

 
111,953

Intangible assets and goodwill
 
50,105

 
50,144

Contract land deposit reserve
 
(27,871
)
 
(29,999
)
Consolidation adjustments and other
 
59,067

 
52,085

Reconciling items sub-total
 
609,526

 
829,270

Consolidated assets
 
$
2,846,065

 
$
2,989,279

(1)
This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments.
(2)
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:

12
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Corporate capital allocation charge:
 
 
 
 
Homebuilding Mid Atlantic
 
$
30,449

 
$
29,124

Homebuilding North East
 
4,180

 
3,814

Homebuilding Mid East
 
7,973

 
6,742

Homebuilding South East
 
8,098

 
6,507

Total
 
$
50,700

 
$
46,187

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 NVR’s Senior Notes as of March 31, 2018 and December 31, 2017 were $631,500 and  $630,000, 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, 2018 and December 31, 2017 were $597,220 and $597,066, respectively.  Except as otherwise noted below, NVR believes that insignificant differences exist between the carrying value and the fair value of its financial instruments, which consist primarily of cash equivalents, due to their short term nature.
Derivative Instruments and Mortgage Loans Held for Sale
In the normal course of business, NVR’s wholly-owned mortgage subsidiary, NVR Mortgage Finance, Inc. (“NVRM”), enters into contractual commitments to extend credit to NVR’s 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, 2018, there were contractual commitments to extend credit to borrowers aggregating $778,931 and open forward delivery contracts aggregating $1,046,318, 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-

13
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

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 $344,023 included on the accompanying condensed consolidated balance sheet has been increased by $2,023 from the aggregate principal balance of $342,000. As of December 31, 2017, the fair value of loans held for sale of $352,489 were increased by $1,931 from the aggregate principal balance of $350,558.
The fair value measurement of NVRM's undesignated derivative instruments was as follows:
 
 
 
 
 
 
 
March 31, 2018
 
December 31, 2017
Rate lock commitments:
 
 
 
 
Gross assets
 
$
11,069

 
$
5,400

Gross liabilities
 
1,745

 
1,832

Net rate lock commitments
 
$
9,324

 
$
3,568

Forward sales contracts:
 
 
 
 
Gross assets
 
$
754

 
$
992

Gross liabilities
 
2,263

 
667

Net forward sales contracts
 
$
(1,509
)
 
$
325

As of March 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. As of December 31, 2017, both the net rate lock commitments and the net forward sales contracts are reported in mortgage banking "Other assets".
The fair value measurement as of March 31, 2018 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
 
$
778,931

 
$
1,156

 
$
42

 
$
8,126

 
$
—

 
$
9,324

Forward sales contracts
 
$
1,046,318

 
—

 
—

 
—

 
(1,509
)
 
(1,509
)
Mortgages held for sale
 
$
342,000

 
770

 
(2,933
)
 
4,186

 
—

 
2,023

Total fair value measurement
 
 
 
$
1,926

 
$
(2,891
)
 
$
12,312

 
$
(1,509
)
 
$
9,838

The total fair value measurement as of December 31, 2017 was $5,824. For the three months ended March 31, 2018, NVRM recorded a fair value adjustment to income of $4,014. For the three months ended March 31, 2017, NVRM recorded a fair value adjustment to expense of $2,017.  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.

14
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

11. Debt
Senior Notes
As of March 31, 2018, the Company 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
NVR has an unsecured Credit Agreement (the “Credit Agreement”), which provides for aggregate revolving loan commitments of $200,000 (the “Facility”). Under the Credit Agreement, the Company 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 $8,500 was outstanding at March 31, 2018, 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, 2018.
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, and provides for an incremental commitment pursuant to which NVRM may from time to time request increases in the total commitment available under the Repurchase Agreement by up to $50,000 in the aggregate. Amounts outstanding under the Repurchase Agreement are collateralized by the Company’s mortgage loans held for sale. The Repurchase Agreement expires on July 25, 2018. At March 31, 2018, 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, 2018.
12. Commitments and Contingencies
The Company and its subsidiaries 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 the financial position, results of operations or cash flows of the Company. Legal costs incurred in connection with outstanding litigation are expensed as incurred.
13. Income Taxes
The Company’s effective tax rate for the three months ended March 31, 2018 and 2017 was 13.1% and 22.1%, respectively. The reduction in the effective tax rate was primarily due to the following items:
•
The enactment of the Tax Cuts and Jobs Act in December 2017, which lowered the Company's federal statutory tax rate from 35% to 21%, and
•
The retroactive reinstatement of certain expired energy tax credits under the Bipartisan Budget Act of 2018, which resulted in the Company recognizing a tax benefit of approximately $6,200 related to homes settled in 2017.
Additionally, the effective tax rate in both the first quarter of 2018 and 2017 was favorably impacted by the recognition of an income tax benefit related to excess tax benefits from stock option exercises totaling $19,567 and $19,900, respectively.

15
Table of Contents
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands)
(unaudited)

14. Recent Accounting Pronouncements
In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on-balance sheet with a liability equal to the present value of lease payments over the lease term and a right-of-use asset for the right to use the underlying asset over the lease term. Lessees will recognize expenses on their income statements in a manner similar to current GAAP. The standard also requires additional disclosures of key information about leasing arrangements. The standard is effective for the Company as of January 1, 2019. The Company believes that the adoption of this standard will have a material effect on both assets and liabilities presented on the balance sheet, and is further evaluating the impact of its adoption.
In June 2016, 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 the Company as of January 1, 2020. Early adoption is permitted for annual and interim periods beginning January 1, 2019. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures.
In January 2017, 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 the Company on January 1, 2020, and early adoption is permitted. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures.

16
Table of Contents

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, 2017.
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, 2018 and 2017
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.

17
Table of Contents

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, 2018, we controlled lots as described below.
Lot Purchase Agreements
We controlled approximately 87,050 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately $380,900 and $2,600, respectively. Included in the number of controlled lots are approximately 4,500 lots for which we have recorded a contract land deposit impairment reserve of approximately $27,900 as of March 31, 2018.
Joint Venture Limited Liability Corporations (“JVs”)
We had an aggregate investment totaling approximately $43,000 in six JVs, expected to produce approximately 7,200 lots. Of the lots to be produced by the JVs, approximately 3,800 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 four separate raw land parcels, zoned for their intended use, with a cost basis, including development costs, of approximately $33,100 that we intend to develop into approximately 450 finished lots. We had additional funding commitments of approximately $7,400 under a joint development agreement related to one parcel, a portion of which we expect will be offset by development credits of approximately $4,600.
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 to the lots we currently control as discussed above, we have certain properties under contract with land owners that are expected to yield approximately 9,800 lots.  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 $8,800 and $100, respectively, as of March 31, 2018, of which approximately $2,800 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
The housing market remained strong in the first three months of 2018. We continued to experience improving new home demand as a result of favorable market conditions, including low unemployment and improved consumer confidence.  However, new home prices continued to be constrained due to the competitive market environment.
Our consolidated revenues for the first quarter of 2018 totaled $1,529,414, a 20% increase from the first quarter of 2017.  Net income for the first quarter ended March 31, 2018 was $166,049, or $39.34 per diluted share, increases of 61% and 57% when compared to net income and diluted earnings per share in the first quarter of 2017,

18
Table of Contents

respectively.  Our homebuilding gross profit margin percentage increased to 18.7% in the first quarter of 2018 from 17.8% in the first quarter of 2017. New orders, net of cancellations (“New Orders”) increased 17% in the first quarter of 2018 compared to the first quarter of 2017. The average sales price for New Orders in the first quarter of 2018 of $378.2 decreased 4% compared to the first quarter of 2017.
Net income and diluted earnings per share were favorably impacted by the reduction in our effective tax rate in the first quarter of 2018 to 13.1% from 22.1% in the first quarter of 2017.  See additional discussion of income taxes in the “Effective Tax Rate” section below.
We believe that a continuation of the housing market recovery is dependent upon a sustained overall economic recovery, driven by continued improvements in job and wage growth and household formation.  We expect to face gross margin pressure which will be 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,
 
 
2018
 
2017
Financial Data:
 
 
 
 
Revenues
 
$
1,490,093

 
$
1,247,587

Cost of sales
 
$
1,211,946

 
$
1,026,017

Gross profit margin percentage
 
18.7
%
 
17.8
%
Selling, general and administrative expenses
 
$
105,547

 
$
99,904

Operating Data:
 
 
 
 
New orders (units)
 
5,174

 
4,424

Average new order price
 
$
378.2

 
$
392.6

Settlements (units)
 
3,896

 
3,256

Average settlement price
 
$
382.4

 
$
383.1

Backlog (units)
 
9,809

 
8,052

Average backlog price
 
$
381.7

 
$
396.6

New order cancellation rate
 
13.6
%
 
15.6
%
Consolidated Homebuilding - Three Months Ended March 31, 2018 and 2017
Homebuilding revenues increased 19% for the three months ended March 31, 2018 from the same period in 2017, due primarily to a 20% increase in the number of units settled quarter over quarter.  The increase in the number of units settled was primarily attributable to a 24% higher backlog unit balance entering the first quarter of 2018 compared to the same period in 2017.
Gross profit margin percentage in the first quarter of 2018 increased to 18.7% from 17.8% in the first quarter of 2017, due primarily to modest improvement in pricing and to the increase in the number of units settled, which allowed us to better leverage certain operating costs.  
The number of New Orders increased 17% while the average sales price of New Orders decreased by 4% in the first quarter of 2018 when compared to the first quarter of 2017.  New Orders increased in each of our market segments due to continued favorable market conditions in the first quarter of 2018 which led to 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 markets and lower priced products.

19
Table of Contents

SG&A expenses in the first quarter of 2018 increased by 6% when compared to the first quarter of 2017, primarily due to an increase in personnel costs quarter over quarter. SG&A expenses as a percentage of revenue decreased to 7.1% from 8.0% quarter over quarter, due primarily to the 19% increase in revenues.
Backlog units and dollars were 9,809 units and $3,744,523, respectively, as of March 31, 2018 compared to 8,052 units and $3,193,777, respectively, as of March 31, 2017.  The 22% increase in backlog units was primarily attributable to a 17% increase in New Orders for the six-month period ended March 31, 2018 compared to the same period in 2017. Backlog dollars were favorably impacted by the increase in backlog units.
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 approximately 13.6% and 15.6% in the first quarter of 2018 and 2017, 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 2018 or future years. Other than those units that are cancelled, we expect to settle substantially all of our March 31, 2018 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 profit before tax includes all revenues and income generated from the sale of homes, less the cost of homes sold, SG&A expenses, and a corporate capital allocation charge determined 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, 2018 and December 31, 2017 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 $2,600 and $2,000 at March 31, 2018 and December 31, 2017, 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, 2018 and 2017.
Selected Segment Financial Data:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Revenues:
 
 
 
 
Mid Atlantic
 
$
842,496

 
$
722,268

North East
 
122,714

 
106,231

Mid East
 
290,237

 
243,031

South East
 
234,646

 
176,057


20
Table of Contents

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Gross profit margin:
 
 
 
 
Mid Atlantic
 
$
157,025

 
$
127,905

North East
 
26,179

 
20,047

Mid East
 
51,012

 
44,386

South East
 
44,218

 
32,017

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Gross profit margin percentage:
 
 
 
 
Mid Atlantic
 
18.6
%
 
17.7
%
North East
 
21.3
%
 
18.9
%
Mid East
 
17.6
%
 
18.3
%
South East
 
18.8
%
 
18.2
%
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Segment profit:
 
 
 
 
Mid Atlantic
 
$
91,047

 
$
64,489

North East
 
15,704

 
9,106

Mid East
 
27,211

 
22,159

South East
 
23,237

 
14,569

Operating Activity:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
Units
 
Average
Price
 
Units
 
Average
Price
New orders, net of cancellations:
 
 
 
 
 
 
 
 
Mid Atlantic
 
2,503

 
$
433.7

 
2,125

 
$
455.8

North East
 
371

 
$
409.7

 
359

 
$
424.4

Mid East
 
1,296

 
$
326.5

 
1,134

 
$
329.1

South East
 
1,004

 
$
295.1

 
806

 
$
301.3

Total
 
5,174

 
$
378.2

 
4,424

 
$
392.6

 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
Units
 
Average
Price
 
Units
 
Average
Price
Settlements:
 
 

 
 

 
 

 
 

Mid Atlantic
 
1,926

 
$
437.4

 
1,658

 
$
435.6

North East
 
301

 
$
407.7

 
268

 
$
396.4

Mid East
 
879

 
$
330.2

 
725

 
$
335.2

South East
 
790

 
$
297.0

 
605

 
$
291.0

Total
 
3,896

 
$
382.4

 
3,256

 
$
383.1


21
Table of Contents

 
 
As of March 31,
 
 
2018
 
2017
 
 
Units
 
Average
Price
 
Units
 
Average
Price
Backlog:
 
 
 
 
 
 
 
 
Mid Atlantic
 
4,801

 
$
430.8

 
4,008

 
$
453.2

North East
 
752

 
$
423.7

 
699

 
$
421.5

Mid East
 
2,315

 
$
337.1

 
1,908

 
$
335.5

South East
 
1,941

 
$
297.3

 
1,437

 
$
308.0

Total
 
9,809

 
$
381.7

 
8,052

 
$
396.6

 
 
Three Months Ended March 31,
 
 
2018
 
2017
New order cancellation rate:
 
 
 
 
Mid Atlantic
 
14.4
%
 
16.8
%
North East
 
11.5
%
 
13.5
%
Mid East
 
12.2
%
 
12.5
%
South East
 
13.7
%
 
17.2
%
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Average active communities:
 
 
 
 
Mid Atlantic
 
240

 
238

North East
 
38

 
43

Mid East
 
123

 
121

South East
 
84

 
84

Total
 
485

 
486

Homebuilding Inventory:
 
 
March 31, 2018
 
December 31, 2017
Sold inventory:
 
 
 
 
Mid Atlantic
 
$
694,258

 
$
617,471

North East
 
105,003

 
96,412

Mid East
 
195,845

 
173,572

South East
 
162,193

 
151,219

Total (1)
 
$
1,157,299

 
$
1,038,674


22
Table of Contents

 
 
March 31, 2018
 
December 31, 2017
Unsold lots and housing units inventory:
 
 
 
 
Mid Atlantic
 
$
89,257

 
$
118,209

North East
 
9,068

 
6,666

Mid East
 
8,028

 
7,112

South East
 
15,073

 
13,511

Total (1)
 
$
121,426

 
$
145,498

(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, 2018
 
December 31, 2017
Total lots controlled:
 
 
 
 
Mid Atlantic
 
38,750

 
38,450

North East
 
7,450

 
7,000

Mid East
 
22,600

 
22,250

South East
 
22,500

 
21,000

Total
 
91,300

 
88,700

 
 
March 31, 2018
 
December 31, 2017
Contract land deposits, net:
 
 
 
 
Mid Atlantic
 
$
202,062

 
$
209,759

North East
 
28,035

 
29,851

Mid East
 
49,254

 
49,838

South East
 
85,235

 
82,977

Total
 
$
364,586

 
$
372,425

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Contract land deposit impairments (recoveries), net:
 
 
 
 
Mid Atlantic
 
$
(2
)
 
$
986

North East
 
—

 
—

Mid East
 
5

 
3

South East
 
1,910

 
—

Total
 
$
1,913

 
$
989

Mid Atlantic
Three Months Ended March 31, 2018 and 2017
The Mid Atlantic segment had an approximate $26,600, or 41%, increase in segment profit in the first quarter of 2018 compared to the first quarter of 2017.  The increase in segment profit was driven by an increase of segment revenues of approximately $120,200, or 17%, and improved gross profit margins quarter over quarter.  Segment revenues increased due primarily to a 16% increase in the number of units settled quarter over quarter.  The increase in the number of units settled was attributable to a 19% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017.  The Mid Atlantic segment’s gross profit margin percentage increased to 18.6%

23
Table of Contents

in 2018 from 17.7% in 2017, due primarily to modest improvement in pricing and to the increase in units settled, which allowed us to better leverage certain operating costs.
Segment New Orders increased 18%, while the average sales price of New Orders decreased 5% in the first quarter of 2018 compared to the same period in 2017. The increase in New Orders was due to continued favorable market conditions in 2018, which led to higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders was due primarily to a shift to lower priced markets and lower priced products.
North East
Three Months Ended March 31, 2018 and 2017
The North East segment had an approximate $6,600, or 72%, increase in segment profit in the first quarter of 2018 compared to the first quarter of 2017 due to an increase in segment revenues of approximately $16,500, or 16%, and improved gross profit margins, quarter over quarter. The increase in segment revenues was due to a 12% increase in the number of units settled and a 3% increase in the average settlement price quarter over quarter. The increases in the number of units settled and the average settlement price were primarily attributable to a 12% higher backlog unit balance and a 4% higher average sales price of units in backlog entering 2018 compared to the backlog entering 2017. The North East segment’s gross profit margin percentage increased to 21.3% in the first quarter of 2018 from 18.9% in the first quarter of 2017. Gross profit margin and segment profit were favorably impacted by improvement in pricing and the increase in the number of units settled, which allowed us to better leverage certain operating costs.
Segment New Orders increased 3%, while the average sales price of New Orders decreased 3%, in the first quarter of 2018 compared to the same period in 2017. New Orders increased, despite a 12% decline in the average number of active communities quarter over quarter, due primarily to continued favorable market conditions in 2018, which led to higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders was attributable to a shift to lower priced communities within certain markets.
Mid East
Three Months Ended March 31, 2018 and 2017
The Mid East segment had an approximate $5,100, or 23%, increase in segment profit in the first quarter of 2018 compared to the first quarter of 2017.  The increase in segment profit was driven by an increase of approximately $47,200, or 19%, in revenues quarter over quarter.  The increase in revenues was attributable to a 21% increase in the number of units settled due to a 27% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017. The segment’s gross profit margin percentage decreased to 17.6% in the first quarter of 2018 from 18.3% in the same period of 2017, primarily due to an increase in lot costs as a percentage of revenue quarter over quarter.
Segment New Orders increased 14%, while the average sales price of New Orders was relatively flat in the first quarter of 2018 compared to the same period in 2017.  New Orders increased due in part to a 2% increase in the average number of active communities quarter over quarter and to continued favorable market conditions in 2018, which led to higher community absorption rates within the segment.
South East
Three Months Ended March 31, 2018 and 2017
The South East segment had an approximate $8,700, or 60%, increase in segment profit in the first quarter of 2018 compared to the first quarter of 2017.  The increase in segment profit was primarily driven by an increase of approximately $58,600, or 33%, in revenues and improved gross profit margins.  The increase in revenues was primarily attributable to a 31% increase in the number of units settled quarter over quarter. The increase in units settled was attributable to a 40% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017. The South East segment’s gross profit margin percentage increased to 18.8% in the first quarter of 2018 from 18.2% in the first quarter of 2017 primarily due to modest improvement in pricing and the increase in the

24
Table of Contents

number of units settled, which allowed us to better leverage certain operating costs, partially offset by higher lot costs as a percentage of revenue quarter over quarter.
Segment New Orders increased 25%, while the average sales price of New Orders decreased 2% in the first quarter of 2018 compared to 2017.  New Orders were favorably impacted by continued favorable market conditions in 2018, which led to higher community absorption rates. The decrease in the average sales price of New Orders was attributable to a shift to lower priced markets within the segment.
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,
 
 
2018
 
2017
Homebuilding consolidated gross profit:
 
 
 
 
Mid Atlantic
 
$
157,025

 
$
127,905

North East
 
26,179

 
20,047

Mid East
 
51,012

 
44,386

South East
 
44,218

 
32,017

Consolidation adjustments and other
 
(287
)
 
(2,785
)
Homebuilding consolidated gross profit
 
$
278,147

 
$
221,570

 
 
Three Months Ended March 31,
 
 
2018
 
2017
Homebuilding consolidated income before taxes:
 
 
 
 
Mid Atlantic
 
$
91,047

 
$
64,489

North East
 
15,704

 
9,106

Mid East
 
27,211

 
22,159

South East
 
23,237

 
14,569

Reconciling items:
 
 
 
 
Contract land deposit impairment reserve (1)
 
2,128

 
(728
)
Equity-based compensation expense
 
(9,387
)
 
(9,607
)
Corporate capital allocation (2)
 
50,700

 
46,187

Unallocated corporate overhead
 
(31,284
)
 
(27,234
)
Consolidation adjustments and other
 
5,201

 
3,813

Corporate interest expense
 
(5,987
)
 
(5,564
)
Reconciling items sub-total
 
11,371

 
6,867

Homebuilding consolidated income before taxes
 
$
168,570

 
$
117,190

(1)
This item represents changes to the contract land deposit impairment reserve which are not allocated to the reportable segments.

25
Table of Contents

(2)
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,
 
 
2018
 
2017
Corporate capital allocation charge:
 
 
 
 
Mid Atlantic
 
$
30,449

 
$
29,124

North East
 
4,180

 
3,814

Mid East
 
7,973

 
6,742

South East
 
8,098

 
6,507

Total
 
$
50,700

 
$
46,187

Mortgage Banking Segment
Three Months Ended March 31, 2018 and 2017
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, 2018 and 2017:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Loan closing volume:
 
 

 
 

Total principal
 
$
1,009,673

 
$
843,341

 
 
 
 
 
Loan volume mix:
 
 
 
 
Adjustable rate mortgages
 
8
%
 
8
%
Fixed-rate mortgages
 
92
%
 
92
%
 
 
 
 
 
Operating profit:
 
 
 
 
Segment profit
 
$
22,550

 
$
15,953

Equity-based compensation expense
 
(122
)
 
(982
)
Mortgage banking income before tax
 
$
22,428

 
$
14,971

 
 
 
 
 
Capture rate:
 
86
%
 
86
%
 
 
 
 
 
Mortgage banking fees:
 
 
 
 
Net gain on sale of loans
 
$
31,320

 
$
23,231

Title services
 
7,849

 
6,157

Servicing fees
 
152

 
117

 
 
$
39,321

 
$
29,505

Loan closing volume for the three months ended March 31, 2018 increased by approximately $166,300, or 20%, from the same period in 2017. The increase in loan closing volume during the three months ended March 31, 2018 was primarily attributable to the 20% increase in the homebuilding segment’s number of units settled when compared to the same period in 2017.
Segment profit for the three months ended March 31, 2018 increased by approximately $6,600, or 41%, from the same period in 2017. The increase was primarily attributable to an increase in mortgage banking fees, partially offset by an increase in general and administrative expenses. Mortgage banking fees increased by approximately $9,800 during the three months ended March 31, 2018, resulting from the aforementioned increase in loan closing

26
Table of Contents

volume and an increase in secondary marketing gains on sales of loans. General and administrative expenses increased by approximately $3,800 during the three months ended March 31, 2018, resulting from an increase in personnel costs.
Effective Tax Rate
Our effective tax rate during the three months ended March 31, 2018 was 13.1%, compared to 22.1% for the three months ended March 31, 2017. The reduction in our effective tax rate was primarily due to the following items:
•
The enactment of the Tax Cuts and Jobs Act in December 2017, which lowered our federal statutory tax rate from 35% to 21%, and
•
The retroactive reinstatement of certain expired energy tax credits under the Bipartisan Budget Act of 2018, which resulted in us recognizing a tax benefit of approximately $6,200 related to homes settled in 2017.
Our effective tax rate was also favorably impacted in both the first quarter of 2018 and 2017 by the recognition of income tax benefits related to excess tax benefits from stock option exercises totaling $19,567 and $19,900, respectively.
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. The 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 $8,500 outstanding at March 31, 2018, 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, 2018.
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.  The Repurchase Agreement provides for an incremental commitment pursuant to which we may request increases in the total commitment available under the Repurchase Agreement by up to $50,000 in the aggregate.  The Repurchase Agreement expires on July 25, 2018.  At March 31, 2018, 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, 2018.
There have been no material changes in our lines of credit and notes payable during the three months ended March 31, 2018.  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, 2017.
Cash Flows
For the three months ended March 31, 2018, cash, restricted cash, and cash equivalents decreased by $238,846.  Cash provided by operating activities was $78,028.  Cash was provided by earnings for the three months ended March 31, 2018 and net proceeds of $35,863 from mortgage loan activity.  Cash was primarily used to fund the increase in homebuilding inventory of $98,193, which was primarily attributable to an increase in the number of units under construction at March 31, 2018 compared to December 31, 2017.

27
Table of Contents

Net cash used in investing activities for the three months ended March 31, 2018 of $436 included cash used for purchases of property, plant and equipment of $3,113, partially offset by the receipt of capital distributions from our unconsolidated JVs totaling $2,482.
Net cash used in financing activities was $316,438 for the three months ended March 31, 2018.  Cash was used to repurchase 116,268 shares of our common stock at an aggregate purchase price of $357,242 under our ongoing common stock repurchase program, discussed below. Cash was provided from stock option exercise proceeds totaling $40,804.
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 2018.
Recent Accounting Pronouncements
See Note 14 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, 2017.
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, 2018. 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, 2017.
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.

28
Table of Contents

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, 2017.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
(dollars in thousands, except per share data)
We had three share repurchase authorizations outstanding during the quarter ended March 31, 2018. On February 15, 2017, December 12, 2017 and February 14, 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 2018:
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, 2018
 
10,935

 
$
3,505.92

 
10,935

 
$
323,356

February 1 - 28, 2018 (1)
 
53,230

 
$
3,058.69

 
53,230

 
$
460,540

March 1 - 31, 2018
 
52,103

 
$
2,995.80

 
52,103

 
$
304,449

Total
 
116,268

 
$
3,072.57

 
116,268

 
 
(1) 7,357 outstanding shares were repurchased under the February 15, 2017 share repurchase authorization, which fully utilized the authorization. The remaining 45,873 outstanding shares were repurchased under the December 12, 2017 share repurchase authorization.

29
Table of Contents

Item 6.
Exhibits
 
 
 
 
Incorporated by Reference
Exhibit Number
 
Exhibit Description
 
Form
 
File
Number
 
Exhibit
Number
 
Filing Date
10.1*
 
 
 
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
 

30
Table of Contents

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, 2018
By:
/s/ Daniel D. Malzahn
 
 
Daniel D. Malzahn
 
 
Senior Vice President, Chief Financial Officer and Treasurer


31
Exhibit


Exhibit 10.1

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This Amendment No. 1 to the Employment Agreement for EUGENE J. BREDOW (“Amendment”) is made, effective as of March 1, 2018, 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, (the “Employment Agreement”); and

WHEREAS, Executive and the Company desire to amend the Employment Agreement to change the Executive’s title and base salary.

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 Senior Vice President and Chief Administrative Officer. 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 TWENTY-FIVE THOUSAND DOLLARS ($425,000) payable in equal monthly installments of THIRTY-FIVE THOUSAND FOUR HUNDRED SIXTEEN DOLLARS AND SIXTY-SEVEN CENTS ($35,416.67). 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.    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
 
Title:
Senior Vice President, Human Resources
 
 
 
 
 
EXECUTIVE
 
By:
/s/ Eugene J. Bredow
 
Name:
Eugene J. Bredow
 
 
 


Exhibit


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, 2018
By:
/s/ Paul C. Saville
 
 
Paul C. Saville
 
 
President and Chief Executive Officer



Exhibit


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, 2018
By:
/s/ Daniel D. Malzahn
 
 
Daniel D. Malzahn
 
 
Senior Vice President, Chief Financial Officer and Treasurer



Exhibit


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, 2018 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, 2018
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




 Printer Friendly Version |  E-mail Alerts |  Investor Contacts