UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QA
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 (IRS employer identification
incorporation or organization) number)
7601 Lewinsville Road, Suite 300
McLean, Virginia 22102
(703) 761-2000
- --------------------------------------------------------------------------------
(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 X No_____
------
As of April 16, 1997, there were 11,850,654 total shares of common stock
outstanding.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No ___
------
NVR, INC.
FORM 10-QA
INDEX
=====================================================
Page
----
PART I FINANCIAL INFORMATION
------
Item 1. NVR, Inc. Consolidated Financial Statements
-------------------------------------------
Consolidated Balance Sheets at March 31, 1997
(unaudited) and December 31, 1996......................................... 4
Consolidated Statements of Income for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 6
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 7
Notes to Consolidated Financial Statements................................ 8
NVR Homes, Inc. Consolidated Financial Statements
-------------------------------------------------
Consolidated Balance Sheets at March 31, 1997
(unaudited) and December 31, 1996......................................... 10
Consolidated Statements of Income for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 11
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 12
Notes to Consolidated Financial Statements................................ 13
NVR Financial Services, Inc. Consolidated Financial Statements
--------------------------------------------------------------
Consolidated Balance Sheets at March 31, 1997
(unaudited) and December 31, 1996......................................... 14
Consolidated Statements of Income for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 15
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 16
Notes to Consolidated Financial Statements................................ 17
RVN, Inc. Financial Statements
------------------------------
Balance Sheets at March 31, 1997
(unaudited) and December 31, 1996......................................... 18
Statements of Income for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 18
Statements of Cash Flows for the Three
Months Ended March 31, 1997 (unaudited) and
March 31, 1996 (unaudited)................................................ 19
Notes to Financial Statements............................................. 20
NVR, INC.
FORM 10-QA
INDEX-CONTINUED
=====================================================
Page
----
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 21
PART II OTHER INFORMATION
-------
Item 6. Exhibits and Reports on Form 8-K.................. 26
Exhibit Index..................................... 27
Signature......................................... 28
3
PART I
------
ITEM 1.
- -------
NVR, INC.
Consolidated Balance Sheets
(dollars in thousands, except share data)
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
ASSETS (unaudited)
HOMEBUILDING:
Cash and cash equivalents $ 53,299 $ 71,533
Receivables 5,902 2,927
Inventory:
Lots and housing units, covered under
sales agreements with customers 127,866 126,456
Unsold lots and housing units 38,013 37,940
Manufacturing materials and other 4,848 7,297
-------- --------
170,727 171,693
Property, plant and equipment, net 17,734 17,916
Reorganization value in excess of amounts
allocable to identifiable assets, net 74,205 75,818
Contract land deposits 36,310 36,383
Other assets 21,131 21,008
-------- --------
379,308 397,278
-------- --------
FINANCIAL SERVICES:
Cash and cash equivalents 3,960 3,247
Mortgage loans held for sale, net 91,510 75,735
Mortgage servicing rights, net 6,266 6,309
Property and equipment, net 738 917
Reorganization value in excess of amounts
allocable to identifiable assets, net 12,516 12,788
Other assets 4,535 4,891
-------- --------
119,525 103,887
-------- --------
TOTAL ASSETS $498,833 $501,165
======== ========
4
NVR, INC.
Consolidated Balance Sheets
(dollars in thousands, except share data)
MARCH 31, 1997 DECEMBER 31, 1996
---------------- ------------------
(unaudited)
LIABILITIES AND SHAREHOLDERS'
EQUITY
HOMEBUILDING:
Accounts payable $ 50,346 $ 54,894
Accrued expenses and other liabilities 85,528 85,260
Notes payable 85 86
Other term debt 14,036 14,043
Senior notes 120,000 120,000
-------- --------
269,995 274,283
-------- --------
FINANCIAL SERVICES:
Accounts payable and other liabilities 7,211 7,409
Notes payable 86,955 67,463
-------- --------
94,166 74,872
-------- --------
Total liabilities 364,161 349,155
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value; 60,000,000
shares authorized; 19,934,130 and 19,881,515
shares issued as of March 31, 1997 and
December 31, 1996, respectively 199 199
Paid-in-capital 155,810 157,842
Retained earnings 52,861 47,098
Less treasury stock at cost- 7,812,810 and
6,307,108 at March 31, 1997 and
December 31, 1996, respectively (74,198) (53,129)
-------- --------
Total shareholders' equity 134,672 152,010
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $498,833 $501,165
======== ========
See notes to consolidated financial statements.
5
NVR, INC.
Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31,1996
------------------- -------------------
HOMEBUILDING:
Revenues $ 238,987 $ 200,235
Other income 509 405
Cost of sales (207,469) (173,845)
Selling, general and administrative (16,094) (14,049)
Amortization of reorganization value
in excess of amounts allocable to
indentifiable assets (1,613) (1,761)
--------- ---------
Operating income 14,320 10,985
Interest expense (4,057) (4,160)
--------- ---------
Homebuilding income 10,263 6,825
--------- ---------
FINANCIAL SERVICES:
Mortgage banking fees 5,122 5,999
Interest income 1,083 1,163
Other income 53 3
General and administrative (5,029) (5,822)
Amortization of reorganization value
in excess of amounts allocable to
identifiable assets (272) (272)
Interest expense (390) (504)
--------- ---------
Operating income 567 567
--------- ---------
TOTAL SEGMENT INCOME 10,830 7,392
Income tax expense (5,067) (3,652)
--------- ---------
Net income $ 5,763 $ 3,740
========= =========
EARNINGS PER SHARE $ 0.42 $ 0.24
========= =========
See notes to consolidated financial statements.
6
NVR, INC.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31,1996
------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,763 $ 3,740
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation and amortization 3,286 3,748
Interest accrued and added to bond principal - 346
Mortgage loans closed (297,698) (289,228)
Proceeds from sales of mortgage loans 282,630 302,564
Gain on sale of loans (3,092) (3,260)
Net change in assets and liabilities:
Decrease/(increase) in inventories 966 (19,336)
Decrease/(increase) in receivables (2,663) 500
Decrease in accounts payable and accrued expenses (4,634) (5,278)
Other, net - (1,650)
--------- ---------
Net cash used by operating activities (15,442) (7,854)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of mortgage-backed securities 6,910 -
Purchase of property, plant and equipment (684) (901)
Principal payments on mortgage-backed securities 1,013 5,529
Proceeds from sales of mortgage servicing rights 2,102 5,442
Purchases of mortgage servicing rights - (85)
Other, net (712) (2,500)
--------- ---------
Net cash provided by investing activities 8,629 7,485
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in other term debt (57) (52)
Redemption of bonds (7,042) (3,622)
Net borrowings (repayments) under notes payable 19,492 (6,382)
Purchase of treasury stock (23,475) -
Other, net 374 89
--------- ---------
Net cash used by financing activities (10,708) (9,967)
--------- ---------
Net decrease in cash (17,521) (10,336)
Cash, beginning of the period 74,780 55,567
--------- ---------
Cash, end of period $ 57,259 $ 45,231
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $ 1,387 $ 2,443
========= =========
Income taxes paid, net of refunds $ 161 $ 4,354
========= =========
See notes to consolidated financial statements.
7
NVR, INC.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share and share data)
1. BASIS OF PRESENTATION
The accompanying unaudited, consolidated financial statements include the
accounts of NVR, Inc. ("NVR" or the "Company") and its subsidiaries.
Intercompany accounts and transactions have been eliminated in consolidation.
The statements have been prepared in accordance with generally accepted
accounting principles 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 generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
month period ended March 31, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.
2. ADOPTION OF NEW ACCOUNTING PRINCIPLES
During the quarter ended March 31, 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. Such adoption
did not have a material impact on the Company's financial condition or results
of operations.
See Management's Discussion and Analysis of Financial Condition and Results
of Operations on page 22 for a discussion of SFAS No. 128, Earnings per Share.
3. SHAREHOLDERS' EQUITY
A summary of changes in shareholders' equity is presented below:
COMMON PAID-IN RETAINED TREASURY
STOCK CAPITAL EARNINGS STOCK
------ --------- -------- ----------
BALANCE, DECEMBER 31, 1996 $199 $157,842 $47,098 $(53,129)
Net income - - 5,763 -
Option activity - 374 - -
Treasury Stock purchases - - - (23,475)
Performance share activity - (2,406) - 2,406
------ -------- ------- --------
BALANCE, MARCH 31, 1997 $199 $155,810 $52,861 $(74,198)
====== ======== ======= ========
During the quarter ended March 31, 1997, the Company repurchased
approximately 1,678,000 shares of its common stock at an aggregate purchase
price of $23,475. Approximately 172,000 of those shares were reissued from the
treasury during February 1997 in satisfaction of an employee benefit liability
accrued at December 31, 1996. The average cost basis for the shares reissued
from the treasury
8
NVR, INC.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share and share data)
was $13.97 per share. Subsequent to March 31, 1997, the Company repurchased an
additional 272,600 shares at an aggregate purchase price of $4,058. In
addition, 56,112 options were exercised during the first quarter of 1997, with
NVR realizing approximately $374 in aggregate equity proceeds.
4. DEBT
During the quarter ended March 31, 1997, NVR Mortgage Finance, Inc. ("NVR
Finance") entered into an additional annually renewable, uncommitted gestation
mortgage-backed security repurchase agreement (the "Repo Facility"). The maximum
amount available under the Repo Facility is $45,000, bringing NVR's total
available borrowings under all such similar agreements to $145,000. Amounts
outstanding under the Repo Facility accrue interest at various rates tied to the
federal funds rate, depending on the type of collateral and are collateralized
by gestation mortgage-backed securities. The covenants under the Repo Facility
are consistent with NVR Finance's mortgage warehouse credit facility.
9
NVR HOMES, INC.
Consolidated Balance Sheets
(dollars in thousands, except share data)
MARCH 31, 1997 DECEMBER 31, 1996
--------------- -----------------
ASSETS (unaudited)
Cash and cash equivalents $ 53,274 $ 71,471
Receivables 6,408 3,247
Inventory:
Lots and housing units,
covered under
sales agreements with
customers 127,866 126,456
Unsold lots and housing
units 38,013 37,940
Manufacturing materials
and other 4,848 7,297
-------- --------
170,727 171,693
Property, plant and
equipment, net 10,192 10,272
Reorganization value in excess
of amounts allocable to
identifiable assets, net 74,205 75,818
Contract land deposits 36,310 36,383
Other assets 18,029 18,058
-------- --------
TOTAL ASSETS $369,145 $386,942
======== ========
LIABILITIES AND SHAREHOLDER'S
EQUITY
Accounts payable $ 49,663 $ 54,325
Accrued expenses and other
liabilities 54,633 75,451
Advances from affiliates,
net 112,603 107,896
Other term debt 5,803 5,859
-------- --------
TOTAL LIABILITIES 222,702 243,531
SHAREHOLDER'S EQUITY:
Common stock, $0.01 par
value; 100
shares authorized; 100
shares
issued and outstanding - -
Additional paid-in capital 94,688 94,688
Retained earnings 51,755 48,723
-------- --------
Total shareholder's equity 146,443 143,411
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $369,145 $386,942
======== ========
See notes to consolidated financial statements.
10
NVR HOMES, INC.
Consolidated Statements of Income
(dollars in thousands)
(unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- ---------------
REVENUES:
Homebuilding revenues $238,987 $200,235
Other income 509 399
-------- --------
Total revenues 239,496 200,634
EXPENSES:
Cost of sales 207,469 173,845
Interest expense-external 333 428
Interest expense-affiliates 3,669 3,669
Selling, general and administrative 20,357 13,971
Amortization of reorganization value
in excess of amounts allocable to
identifiable assets/goodwill 1,613 1,761
-------- --------
Total expenses 233,441 193,674
Income before income tax expense 6,055 6,960
Income tax expense (3,023) (3,383)
-------- --------
NET INCOME $ 3,032 $ 3,577
======== ========
See notes to the consolidated financial statements.
11
NVR HOMES, INC.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,032 $ 3,577
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation and amortization 2,325 2,451
Net change in assets and liabilities:
Decrease (increase) in inventories 966 (19,336)
Increase in receivables (3,161) (40)
Decrease in accounts payable and accrued liabilities (25,480) (15,232)
Other, net 63 (1,575)
-------- --------
Net cash used by operating activities (22,255) (30,155)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (594) (1,036)
Proceeds from sale of property,
plant & equipment 1 21
-------- --------
Net cash used by investing
activities (593) (1,015)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in advances from affiliates 4,707 21,480
Principal repayments of term debt (56) (52)
-------- --------
Net cash provided by financing activities 4,651 21,428
-------- --------
Net decrease in cash (18,197) (9,742)
Cash, beginning of the period 71,471 51,911
-------- --------
Cash, end of period $ 53,274 $ 42,169
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $ 3,955 $ 3,969
======== ========
Taxes paid during the period (net of refunds) $ 17,023 $ 15,135
======== ========
See notes to consolidated financial statements.
12
NVR HOMES, INC.
Notes to Consolidated Financial Statements
(dollars in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited, consolidated financial statements include the
accounts of NVR Homes, Inc. ("Homes" or the "Company") and its subsidiaries.
Homes is a wholly owned subsidiary of NVR, Inc. ("NVR"). Homes conducts all of
NVR's homebuilding operations. The statements are provided pursuant to Homes'
status as a guarantor of NVR's 11% Senior Notes due 2003 (the "Senior Notes").
Intercompany accounts and transactions have been eliminated in consolidation.
The statements have been prepared in accordance with generally accepted
accounting principles 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 generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
month period ended March 31, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.
2. ADOPTION OF NEW ACCOUNTING PRINCIPLE
During the quarter ended March 31, 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. Such adoption
did not have a material impact on the Company's financial condition or results
of operations.
13
NVR FINANCIAL SERVICES, INC.
Consolidated Balance Sheets
(dollars in thousands, except share data)
MARCH 31, DECEMBER 31,
1997 1996
---------- -------------
(unaudited)
ASSETS
FINANCIAL SERVICES:
Cash and cash equivalents $ 3,960 $ 3,247
Receivables 3,085 3,596
Mortgage loans held for sale, net 91,510 75,735
Property and equipment, net 738 917
Real estate acquired through foreclosure 660 538
Mortgage servicing rights, net 6,266 6,309
Reorganization value in excess of amount
allocable to identifiable assets, net 12,516 12,788
Other assets 780 753
-------- --------
119,515 103,883
LIMITED-PURPOSE FINANCING SUBSIDIARIES:
Mortgage-backed securities, net 30,181 37,294
Funds held by trustee 1,330 557
Receivables 471 548
Other assets 508 840
-------- --------
32,490 39,239
-------- --------
TOTAL ASSETS $152,005 $143,122
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
FINANCIAL SERVICES:
Accounts payable $ 5,478 $ 3,480
Accrued expenses and other liabilities 2,345 4,286
Due to affiliates 1,183 1,173
Notes payable 86,955 67,463
-------- --------
95,961 76,402
LIMITED-PURPOSE FINANCING SUBSIDIARIES:
Accrued expenses and other liabilities 999 771
Bonds payable, net 31,481 38,464
-------- --------
32,480 39,235
-------- --------
TOTAL LIABILITIES 128,441 115,637
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY:
Common stock, $1 par value, 1,000
shares authorized; 100 shares issued
and outstanding - -
Additional paid-in capital 24,685 28,711
Retained deficit (1,121) (1,226)
-------- --------
Total shareholder's equity 23,564 27,485
-------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $152,005 $143,122
======== ========
See notes to consolidated financial statements.
14
NVR FINANCIAL SERVICES, INC.
Consolidated Statements of Income
(dollars in thousands)
(unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- ---------------
FINANCIAL SERVICES:
Interest income $ 1,083 $ 1,162
Gain on sales of mortgage loans 3,092 3,260
Servicing fees 715 1,459
Title fees 1,315 1,280
Other, net 50 1
------- -------
Total revenues 6,255 7,162
------- -------
Interest expense (390) (504)
Interest on advances from affiliates (328) (135)
General and administrative (4,872) (5,293)
Amortization of mortgage servicing rights (157) (529)
Amortization of reorganization
value in excess of amounts
allocable to identifiable assets (272) (272)
------- -------
Total expenses (6,019) (6,733)
------- -------
Operating income 236 429
LIMITED-PURPOSE FINANCING SUBSIDIARIES:
Interest income 596 2,152
Interest expense (545) (2,105)
Other, net (48) (44)
------- -------
Operating income 3 3
------- -------
TOTAL OPERATING INCOME 239 432
Income tax expense (134) (450)
------- -------
NET INCOME (LOSS) $ 105 $ (18)
======= =======
See notes to consolidated financial statements.
15
NVR FINANCIAL SERVICES, INC.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 105 $ (18)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Accretion of net discount on mortgage-backed securities (63) (100)
Amortization 537 886
Gain on sales of loans (3,092) (3,260)
Mortgage loans closed (297,698) (289,228)
Proceeds from sales of mortgage loans 282,630 302,564
Interest accrued and added to bond principal - 346
Other, net 586 (2,571)
--------- ---------
Net cash provided by (used in) operating activities (16,995) 8,619
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in funds held by trustee (773) (2,712)
Principal payments on mortgage-backed securities 1,013 5,529
Proceeds from sales of mortgage-backed securities 6,910 -
Purchases of office facilities and equipment (25) (60)
Proceeds from sales of mortgage servicing rights 2,102 5,442
Purchases of mortgage servicing rights - (85)
Other, net 47 191
--------- ---------
Net cash provided by investing activities 9,274 8,305
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable 19,492 (6,382)
Redemption of bonds (7,042) (3,622)
Return of capital/dividend to parent (4,026) (6,000)
Change in due to affiliates 10 (1,514)
--------- ---------
Net cash provided by (used in) financing activities 8,434 (17,518)
--------- ---------
Net increase (decrease) in cash 713 (594)
Cash, beginning of period 3,247 3,656
--------- ---------
Cash, end of period $ 3,960 $ 3,062
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 1,167 $ 2,035
========= =========
Taxes paid during the period, net of refunds $ (79) $ 402
========= =========
See notes to consolidated financial statements.
16
NVR FINANCIAL SERVICES, INC.
Notes to Consolidated Financial Statements
(dollars in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited, consolidated financial statements include the
accounts of NVR Financial Services, Inc. ("NVRFS" or the "Company") and its
subsidiaries. NVRFS is a wholly owned subsidiary of NVR, Inc. ("NVR"). NVRFS,
through its subsidiaries, conducts all of NVR's mortgage banking operations. The
statements are provided pursuant to NVRFS' status as a guarantor of NVR's 11%
Senior Notes due 2003 (the "Senior Notes"). Intercompany accounts and
transactions have been eliminated in consolidation. The statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997.
2. ADOPTION OF NEW ACCOUNTING PRINCIPLE
During the quarter ended March 31, 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. Such adoption
did not have a material impact on the Company's financial condition or results
of operations.
3. SHAREHOLDER'S EQUITY
A summary of changes in shareholder's equity is presented below:
ADDITIONAL
COMMON PAID-IN RETAINED TOTAL
STOCK CAPITAL (DEFICIT) EQUITY
------ ------- --------- ------
BALANCE, DECEMBER 31, 1996 $ - $28,711 $(1,226) $27,485
Return of capital - (4,026) - (4,026)
Net income - - 105 105
------ ------- ------- -------
BALANCE, MARCH 31, 1997 $ - $24,685 $(1,121) $23,564
====== ======= ======= =======
4. DEBT
During the quarter ended March 31, 1997, NVR Mortgage Finance, Inc. ("NVR
Finance"), a wholly owned subsidiary of NVRFS, entered into an additional
annually renewable, uncommitted gestation mortgage-backed security repurchase
agreement (the "Repo Facility"). The maximum amount available under the Repo
Facility is $45,000, bringing NVRFS's total available borrowings under all such
similar agreements to $145,000. Amounts outstanding under the Repo Facility
accrue interest at various rates tied to the federal funds rate, depending on
the type of collateral and are collateralized by gestation mortgage-backed
securities. The covenants under the Repo Facility are consistent with NVR
Finance's mortgage warehouse credit facility.
17
RVN, INC.
Balance Sheets
(dollars in thousands, except share data)
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
(unaudited)
ASSETS
Cash and cash equivalents $ 25 $ 62
Royalty receivable 1,626 1,441
------ ------
TOTAL ASSETS $1,651 $1,503
====== ======
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable and accrued expenses $ 569 $ 530
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY:
Common stock, $1 par value; 3,000 shares
authorized; 1,000 shares issued and outstanding 1 1
Additional paid-in capital 64 64
Retained earnings 1,017 908
------ ------
Total shareholder's equity 1,082 973
------ ------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $1,651 $1,503
====== ======
RVN, INC.
Statements of Income
(dollars in thousands)
(unaudited)
THREE THREE
MONTHS MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1997 1996
---------- ---------
REVENUES:
Royalty revenue $ 4,548 $ -
Other income 3 -
------- ---------
4,551 -
EXPENSES:
General and administrative (14) -
------- ---------
Income before income tax expense 4,537 -
Income tax expense (1,588) -
------- ---------
NET INCOME $ 2,949 $ -
======= =========
See notes to financial statements
18
RVN, INC.
Statements of Cash Flows
(dollars in thousands)
(unaudited)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
--------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,949 $ -
Adjustments to reconcile net income to
net cash provided by operating activities:
Increase in royalty receivables (185) -
Increase in accounts payable and accrued liabilities 39 -
------- --------
Net cash provided by operating activities 2,803 -
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend to parent (2,840) -
------- --------
Net cash used by financing activities (2,840) -
------- --------
Net decrease in cash (37) -
Cash, beginning of period 62 -
------- --------
Cash, end of period $ 25 $ -
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ - $ -
======= ========
Taxes paid during the period, net of refunds $ 1,524 $ -
======= ========
See notes to financial statements.
19
RVN, INC.
Notes to Financial Statements
(dollars in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements include the accounts of
RVN, Inc. ("RVN" or the "Company"). RVN is a wholly owned subsidiary of NVR,
Inc. ("NVR"). The statements are provided pursuant to RVN's status as a
guarantor of NVR's 11% Senior Notes due 2003 (the "Senior Notes"). The
statements have been prepared in accordance with generally accepted accounting
principles 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 generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three month period ended March 31,
1997 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997.
NVR capitalized RVN on October 1, 1996. As such, there is no financial
information to report for the quarter ended March 31, 1996.
2. ADOPTION OF NEW ACCOUNTING PRINCIPLE
During the quarter ended March 31, 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. Such adoption
did not have a material impact on the Company's financial condition or results
of operations.
3. SHAREHOLDER'S EQUITY
A summary of changes in shareholder's equity is presented below:
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS
------ ------- -----------
BALANCE, DECEMBER 31, 1996 $1 $64 $ 908
Net income - - 2,949
Dividend to parent - - (2,840)
------ ------- -------
BALANCE, MARCH 31, 1997 $1 $64 $ 1,017
====== ======= =======
20
ITEM 2.
- -------
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, except per share and share data)
FORWARD-LOOKING STATEMENTS
Some of the statements in this Form 10-QA, as well as statements made by
the Company in periodic press releases, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results or performance of the Company to
be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such risk factors
include, but are not limited to, general economic and business conditions,
interest rate changes, competition, the availability and cost of land and other
raw materials used by the Company in its homebuilding operations, shortages of
labor, weather related slow downs, building moratoria, governmental regulation,
the ability of the Company to integrate any acquired business, certain
conditions in financial markets and other factors over which the Company has
little or no control.
NVR, INC. CONSOLIDATED
- ----------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NVR, Inc. ("NVR" or the "Company") is a holding company that operates in
two business segments: homebuilding and financial services. Holding company
general and administrative expenses are fully allocated to the homebuilding and
financial services segments in the information presented below.
HOMEBUILDING SEGMENT
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
During the first quarter of 1997, homebuilding operations generated
revenues of $238,987 compared to revenues of $200,235 in the first quarter of
1996. The change in revenues was due primarily to an 18.8% increase in the
number of homes settled from 1,107 units in 1996 to 1,315 units in 1997. The
increase in settlements is attributed to the mild winter weather that was
experienced in most of the Company's markets in the current year quarter as
compared to the prior year quarter. New orders for the 1997 period of 1,445 were
comparable to the 1,492 new orders generated in the first quarter ended March
31, 1996.
Gross profit margins were 13.2% in each of the quarters ended March 31,
1997 and 1996. SG&A expenses for the first quarter of 1997 increased $2,045 from
the first quarter of 1996, but as a percentage of revenues, decreased to 6.7% in
1997 from 7.0% in 1996. The increase in SG&A dollars is due primarily to the
increase in revenues noted above.
Backlog units and dollars were 2,596 and $496,993, respectively, at March
31, 1997 compared to 2,856 and $519,704, respectively, at March 31, 1996. The
decrease in backlog units and dollars is primarily attributable to the 18.8%
increase in the number of homes settled in the current quarter as compared to
the same 1996 period.
21
The Company believes that earnings before interest, taxes,
depreciation and amortization ("EBITDA") provides a meaningful comparison of
operating performance of the homebuilding segment because it excludes the
amortization of certain intangible assets. Although the Company believes the
calculation is helpful in understanding the performance of the homebuilding
segment, EBITDA should not be considered a substitute for net income or cash
flow as indicators of the Company's financial performance or its ability to
generate liquidity.
CALCULATION OF HOMEBUILDING EBITDA:
THREE MONTHS ENDED MARCH 31,
------------------------------------------
1997 1996
--------------------- -----------
Operating income $14,320 $10,985
Depreciation 830 718
Amortization of excess reorganization
value 1,613 1,761
------- -------
HOMEBUILDING EBITDA $16,763 $13,464
======= =======
% OF HOMEBUILDING REVENUES 7.0% 6.7%
======= =======
Homebuilding EBITDA in the first quarter of 1997 was $3,299 higher
than in the first quarter of 1996, and, as a percentage of homebuilding
revenues, increased from 6.7% to 7.0%.
FINANCIAL SERVICES SEGMENT
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
The financial services segment generated operating income of $567 for
each of the three months ended March 31, 1997 and 1996. Loan closings were
$297,698 and $289,228 during the respective quarters ended March 31, 1997 and
1996, representing an increase of 3%.
Mortgage banking fees decreased $877, or 15%, when comparing the
respective quarters of March 31, 1997 and 1996. This decrease is attributed to
the lower servicing fee income resulting from the decrease in the servicing
portfolio. The total servicing portfolio at March 31, 1997 was $570,955 compared
with $1,385,580 at March 31, 1996. A summary of mortgage banking fees is noted
below:
MORTGAGE BANKING FEES: 1997 1996
------- -------
Net gain on sale of loans $3,092 $3,260
Servicing 715 1,459
Title services 1,315 1,280
------ ------
$5,122 $5,999
====== ======
Subsequent to March 31, 1997, the mortgage banking operations began
the sale of its remaining mortgage servicing portfolio. The sale of the
remaining mortgage servicing portfolio and the ongoing sale of servicing rights
on a flow basis are the result of the concentration of the mortgage banking
operations on the primary business of providing mortgage finance and related
services to NVR and other homebuyers.
PENDING ADOPTION OF NEW ACCOUNTING PRINCIPLE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings per
Share. SFAS No. 128 supersedes APB Opinion No. 15, Earnings per Share ("Opinion
No. 15"), and requires the calculation and dual presentation of Basic and
Diluted earnings per share ("EPS"), replacing the measures of Primary and Fully-
diluted EPS as reported under Opinion No. 15. SFAS No. 128 is effective for
financial statements issued for periods ending after December 15, 1997; earlier
application is not permitted. Accordingly, EPS for the first quarters of 1997
and 1996 presented on the accompanying statements of income are calculated under
the guidance of Opinion No. 15.
22
Under SFAS No. 128, Basic EPS would have been $0.45 and $0.24 per
share for the quarters ended March 31, 1997 and 1996, respectively. Diluted EPS
would have been $0.42 and $0.23 per share for the same respective quarters.
LIQUIDITY AND CAPITAL RESOURCES
NVR's homebuilding segment generally provides for its working capital
cash requirements using cash generated from operations and a short-term credit
facility. The homebuilding segment has available a $60,000 Working Capital
Revolving Credit agreement to fund its working capital needs, under which no
amounts were borrowed during the first quarter of 1997.
NVR's financial services segment provides for its mortgage origination
and other operating activities using cash generated from operations as well as
various short-term credit facilities. NVR Mortgage Finance, Inc. ("NVR
Finance") is currently engaged in discussions to renew its mortgage warehouse
facility, which expires in the second quarter of 1997, and expects to have a new
agreement in place prior to the original agreement's expiration date.
During the quarter ended March 31, 1997, NVR Finance entered into an
additional annually renewable, uncommitted gestation mortgage-backed security
repurchase agreement (the "Repo Facility"). The maximum amount available under
the Repo Facility is $45,000, bringing NVR's total available borrowings under
all such similar agreements to $145,000. Amounts outstanding under the Repo
Facility accrue interest at various rates tied to the federal funds rate,
depending on the type of collateral and are collateralized by gestation
mortgage-backed securities. The covenants under the Repo Facility are
consistent with NVR Finance's mortgage warehouse credit facility.
The Company believes that internally generated cash and borrowings
available under credit facilities will be sufficient to satisfy near and long
term cash requirements for working capital in both its homebuilding and mortgage
banking operations.
OTHER ELEMENTS IMPACTING LIQUIDITY
During the quarter ended March 31, 1997, the Company repurchased
approximately 1,678,000 shares of its common stock at an aggregate purchase
price of $23,475. The Company may, from time to time, repurchase additional
shares of its common stock, pursuant to repurchase authorizations by the Board
of Directors and subject to the restrictions contained within the Company's debt
agreements. Subsequent to March 31, 1997, the Company repurchased an additional
272,600 shares at an aggregate purchase price of $4,058.
NVR HOMES, INC. CONSOLIDATED
- ----------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NVR Homes, Inc. ("Homes" or the "Company") is a wholly owned
subsidiary of NVR, Inc. ("NVR"). Homes conducts all of NVR's homebuilding
operations.
23
During the first quarter of 1997, Homes generated revenues of $238,987
compared to revenues of $200,235 in the first quarter of 1996. The change in
revenues was due primarily to an 18.8% increase in the number of homes settled
from 1,107 units in 1996 to 1,315 units in 1997. The increase in settlements is
attributed to the mild winter weather that was experienced in most of the
Company's markets in the current year quarter as compared to the prior year
quarter. New orders for the 1997 period of 1,445 were comparable to the 1,492
new orders generated in the first quarter ended March 31, 1996.
Gross profit margins were 13.2% in each of the quarters ended March
31, 1997 and 1996. SG&A expenses for the first quarter of 1997 increased $6,386
from the first quarter of 1996, and as a percentage of revenues increased to
8.5% in 1997 from 7.0% in 1996. The dollar increase in SG&A is partially due to
increased costs that correspond to the aforementioned increase in revenues.
Further, beginning on October 1, 1996, Homes incurs royalty expenses for use of
the Ryan Homes and NVHomes tradenames based on a percentage of settlement
revenues. The tradenames are owned by RVN, Inc., a subsidiary of NVR. During
the quarter ended March 31, 1997, Homes incurred royalty expenses totaling
$4,548.
Backlog units and dollars were 2,596 and $496,993, respectively, at
March 31, 1997 compared to 2,856 and $519,704, respectively, at March 31, 1996.
The decrease in backlog units and dollars is primarily attributable to the 18.8%
increase in the number of homes settled in the current quarter as compared to
the same 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
Homes generally provides for its working capital cash requirements
using cash generated from operations and a short-term credit facility. The
Company has available a $60,000 Working Capital Revolving Credit agreement to
fund its working capital needs, under which no amounts were borrowed during the
first quarter of 1997. The Company believes that internally generated cash and
borrowings available under credit facilities will be sufficient to satisfy near
and long term cash requirements for working capital in its homebuilding
operations.
NVR FINANCIAL SERVICES, INC. CONSOLIDATED
- -----------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NVR Financial Services, Inc. ("NVRFS" or the "Company") is a wholly
owned subsidiary of NVR, Inc. ("NVR"). NVRFS, through its subsidiaries,
conducts all of NVR's mortgage banking operations.
NVRFS generated operating income of $239 and $432 for the three months
ended March 31, 1997 and 1996, respectively. Loan closings were $297,698 and
$289,228 during the respective quarters ended March 31, 1997 and 1996,
representing an increase of 3%.
Mortgage banking fees decreased $877, or 15%, when comparing the
respective quarters of March 31, 1997 and 1996. This decrease is attributed to
the lower servicing fee income resulting from the decrease in the servicing
portfolio. The total servicing portfolio at March 31, 1997 was $570,955 compared
with $1,385,580 at March 31, 1996. A summary of mortgage banking fees is noted
below:
24
MORTGAGE BANKING FEES: 1997 1996
------- -------
Net gain on sale of loans $3,092 $3,260
Servicing 715 1,459
Title services 1,315 1,280
------ ------
$5,122 $5,999
====== ======
The decrease in mortgage banking fees was partially offset by a current
period reduction in G&A expenses of $421 as compared to the prior period
quarter. The decrease was attributable to the reduction in the servicing
portfolio in the third quarter of 1996, resulting in lower servicing
administrative expenses in the current period, and to improvement in the
efficiency of the mortgage banking operations. Further, expenses related to the
amortization of mortgage servicing rights decreased $372 as compared to the
prior period also due to the servicing portfolio reduction.
Subsequent to March 31, 1997, NVRFS began the sale of its core
remaining mortgage servicing portfolio. The sale of the remaining mortgage
servicing portfolio and the ongoing sale of servicing rights on a flow basis are
the result of the concentration of the mortgage banking operations on the
primary business of providing mortgage finance and related services to NVR and
other homebuyers.
LIQUIDITY AND CAPITAL RESOURCES
NVRFS provides for its mortgage origination and other operating
activities using cash generated from operations as well as various short-term
credit facilities. NVR Mortgage Finance, Inc. ("NVR Finance") is currently
engaged in discussions to renew its mortgage warehouse facility, which expires
in the second quarter of 1997, and expects to have a new agreement in place
prior to the original agreement's expiration date.
During the quarter ended March 31, 1997, NVR Finance entered into an
additional annually renewable, uncommitted gestation mortgage-backed security
repurchase agreement (the "Repo Facility"). The maximum amount available under
the Repo Facility is $45,000, bringing NVRFS's total available borrowings under
all such similar agreements to $145,000. Amounts outstanding under the Repo
Facility accrue interest at various rates tied to the federal funds rate,
depending on the type of collateral and are collateralized by gestation
mortgage-backed securities. The covenants under the Repo Facility are
consistent with NVR Finance's mortgage warehouse credit facility.
The Company believes that internally generated cash and borrowings
available under credit facilities will be sufficient to satisfy near and long
term cash requirements for working capital in its mortgage banking operations.
RVN, INC.
- ---------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
On October 1, 1996, NVR, Inc. ("NVR") capitalized RVN, Inc. ("RVN"), a
Delaware holding company, with $65 in cash and the Ryan Homes and NVHomes
tradenames (the "Tradenames"). Under a royalty agreement entered into on
October 1, 1996 with NVR Homes, Inc. ("Homes"), NVR's
25
homebuilding subsidiary, RVN earns royalty fees based on a percentage of
settlement revenue for allowing Homes to use the Tradenames to market homes. RVN
earns 100% of its revenue from Homes. RVN earned royalty revenues of $4,548
during the quarter ended March 31, 1997, and has no significant other income or
general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
RVN provides for its working capital cash requirements using cash
generated solely from operations. As shown in RVN's statement of cash flows for
the period ended March 31, 1997, cash generated from operations is primarily
distributed to NVR. Insofar as Homes' ability to make royalty payments is not
impaired, the Company believes that internally generated cash will be sufficient
to satisfy its near and long term cash requirements.
PART II
-------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------
a. 11. Computation of Earnings per Share.
b. 27. Financial Data Schedule.
c. The Company did not file any reports on Form 8-K during
the quarter ended March 31, 1997.
26
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ --------------------------------- ----
11 Computation of Earnings per Share 29
27 Financial Data Schedule 30
27
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.
February 24, 1998 NVR, Inc.
By: /s/ Paul C. Saville
---------------------
Paul C. Saville
Senior Vice President Finance and
Chief Financial Officer
28
EXHIBIT 11
NVR, INC.
Computation of Earnings Per Share
(amounts in thousands, except per share amounts)
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
------------- ------------
1. Net income $ 5,763 $ 3,740
======= =======
2. Average number of shares outstanding 12,688 15,281
3. Shares issuable upon exercise of
dilutive options, warrants and
subscriptions outstanding during
period, based on average market price 927 115
------- -------
4. Shares issuable upon exercise of dilutive
options, warrants and subscriptions
outstanding during period, based on
higher of average or end of period
market price 1,143 115
------- -------
5. Average number of shares and share
equivalents outstanding (2+ 3) 13,615 15,396
======= =======
6. Average number of shares outstanding
assuming full dilution (2 + 4) 13,831 15,396
======= =======
7. Net income per share and share
equivalents (1/5) $ 0.42 $0.24
======= =======
8. Net income per share assuming
full dilution (1/6) $ 0.42 $0.24
======= =======
29
5
0000906163
NVR, INC.
1,000
U.S. DOLLARS
3-MOS
DEC-31-1997
JAN-01-1997
MAR-31-1997
1
57,259
0
5,902
0
170,727
0
18,472
0
498,833
0
120,000
0
0
156,009
(21,337)
498,833
238,987
245,754
207,469
228,592
1,885
0
4,447
10,830
5,067
5,763
0
0
0
5,763
0.42
0.42
Item represents the non-cash amortization of excess reorganization value.
