UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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, 2001 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 18, 2001 there were 8,140,818 total shares of common stock outstanding.
NVR, Inc. FORM 10-Q INDEX ========== Page ---- Part I FINANCIAL INFORMATION - ------ Item 1. NVR, Inc. Condensed Consolidated Financial Statements ----------------------------------------------------- Condensed Consolidated Balance Sheets at March 31, 2001 (unaudited) and December 31, 2000...................... 3 Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2001 (unaudited) and March 31, 2000 (unaudited).............................. 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 (unaudited) and March 31, 2000 (unaudited).............................. 6 Notes to Condensed Consolidated Financial Statements.... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 10 Part II OTHER INFORMATION - ------- Item 4. Submission of Matters to a Vote of Security Holders..... 13 Item 6. Exhibits and Reports on Form 8-K........................ 13 Exhibit Index........................................... 13 Signature............................................... 14 2
PART I ------ Item 1. - ------- NVR, Inc. Condensed Consolidated Balance Sheets (dollars in thousands, except share data) March 31, 2001 December 31, 2000 ---------------- ------------------ (unaudited) ASSETS Homebuilding: Cash and cash equivalents $ 97,045 $130,079 Receivables 10,231 6,670 Inventory: Lots and housing units, covered under sales agreements with customers 335,270 294,094 Unsold lots and housing units 31,674 32,600 Manufacturing materials and other 6,772 7,987 -------- -------- 373,716 334,681 Property, plant and equipment, net 13,068 13,514 Reorganization value in excess of amounts allocable to identifiable assets, net 46,201 47,741 Goodwill, net 7,199 7,472 Contract land deposits 111,707 96,119 Deferred tax assets 43,844 43,844 Other assets 25,552 17,366 -------- -------- 728,563 697,486 -------- -------- Mortgage Banking: Cash and cash equivalents 12,233 7,629 Mortgage loans held for sale, net 118,509 120,999 Mortgage servicing rights, net 1,400 1,479 Property and equipment, net 2,181 2,351 Reorganization value in excess of amounts allocable to identifiable assets, net 8,163 8,435 Other assets 3,043 2,881 -------- -------- 145,529 143,774 -------- -------- Total assets $874,092 $841,260 ======== ======== (Continued) See notes to condensed consolidated financial statements. 3
NVR, Inc. Condensed Consolidated Balance Sheets (Continued) (dollars in thousands, except share data) March 31, 2001 December 31, 2000 ---------------- ------------------ (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Homebuilding: Accounts payable $ 112,209 $ 108,064 Accrued expenses and other liabilities 162,870 173,787 Customer deposits 72,834 63,486 Notes payable 120 210 Other term debt 4,868 4,957 Senior notes 115,000 115,000 --------- --------- 467,901 465,504 --------- --------- Mortgage Banking: Accounts payable and other liabilities 10,036 9,760 Notes payable 106,204 53,488 --------- --------- 116,240 63,248 --------- --------- Total liabilities 584,141 528,752 --------- --------- Forward purchase contract obligation - 65,028 Commitments and contingencies Shareholders' equity: Common stock, $0.01 par value; 60,000,000 shares authorized; 20,614,365 shares issued as of March 31, 2001 and December 31, 2000 206 206 Additional paid-in-capital 187,083 115,136 Deferred compensation trust-367,618 and 337,703 shares as of March 31, 2001 and December 31, 2000, respectively, of NVR, Inc. common stock (19,457) (15,915) Deferred compensation liability 19,457 15,915 Retained earnings 447,730 399,810 Less treasury stock at cost-12,405,496 and 11,755,671 shares at March 31, 2001 and December 31, 2000, respectively (345,068) (267,672) --------- --------- Total shareholders' equity 289,951 247,480 --------- --------- Total liabilities and shareholders' equity $ 874,092 $ 841,260 ========= ========= See notes to condensed consolidated financial statements. 4
NVR, Inc. Condensed Consolidated Statements of Income (dollars in thousands, except per share data) (unaudited) Three Months Ended Three Months Ended March 31, 2001 March 31, 2000 ------------------- ------------------- Homebuilding: Revenues $ 519,249 $ 490,581 Other income 1,058 615 Cost of sales (407,165) (399,677) Selling, general and administrative (34,516) (29,409) Amortization of reorganization value in excess of amounts allocable to identifiable assets/goodwill (1,813) (1,813) --------- --------- Operating income 76,813 60,297 Interest expense (2,771) (3,342) --------- --------- Homebuilding income 74,042 56,955 --------- --------- Mortgage Banking: Mortgage banking fees 9,990 7,963 Interest income 1,258 2,038 Other income 141 67 General and administrative (4,918) (8,142) Amortization of reorganization value in excess of amounts allocable to identifiable assets/goodwill (272) (436) Interest expense (374) (961) Restructuring and asset impairment charge - (5,926) --------- --------- Operating income (loss) 5,825 (5,397) --------- --------- Total segment income 79,867 51,558 Income tax expense (31,947) (20,984) --------- --------- Net income $ 47,920 $ 30,574 ========= ========= Basic earnings per share $ 5.74 $ 3.22 ========= ========= Diluted earnings per share $ 4.84 $ 2.90 ========= ========= See notes to condensed consolidated financial statements. 5
NVR, Inc. Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited) Three Months Ended Three Months Ended March 31, 2001 March 31, 2000 --------------- -------------- Cash flows from operating activities: Net income $ 47,920 $ 30,574 Adjustments to reconcile net income to net cash (used) provided by operating activities: Depreciation and amortization 3,240 3,439 Restructuring and asset impairment charge - 5,926 Mortgage loans closed (359,475) (469,598) Proceeds from sales of mortgage loans 363,696 499,626 Gain on sales of mortgage servicing rights (378) (113) Gain on sale of loans (6,445) (4,869) Net change in assets and liabilities, net of acquisition: Increase in inventories (39,035) (6,840) Increase in contract land deposits (15,588) (6,383) Increase in receivables (3,272) (7,064) Increase in accounts payable and accrued expenses 14,843 20,153 Other, net (7,970) (2,678) --------- --------- Net cash (used) provided by operating activities (2,464) 62,173 --------- --------- Cash flows from investing activities: Purchase of property, plant and equipment (633) (848) Principal payments on mortgage-backed securities 187 157 Proceeds from sales of mortgage servicing rights, net 4,474 5,894 Other, net (1) (151) --------- --------- Net cash provided by investing activities 4,027 5,052 --------- --------- Cash flows from financing activities: Purchase of NVR common stock for funding of deferred compensation plan (3,542) (1,606) Net borrowings (repayments) under notes payable and other term debt 52,537 (21,975) Redemption of mortgage-backed bonds (186) (168) Purchase of treasury stock (82,798) (11,490) Other, net 3,996 807 --------- --------- Net cash used by financing activities (29,993) (34,432) --------- --------- Net (decrease) increase in cash and cash equivalents (28,430) 32,793 Cash and cash equivalents, beginning of the period 137,708 89,126 --------- --------- Cash and cash equivalents, end of period $ 109,278 $ 121,919 ========= ========= Supplemental disclosures of cash flow information: Interest paid during the period $ 845 $ 1,224 ========= ========= Income taxes paid, net of refunds $ 10,119 $ 3,115 ========= ========= See notes to condensed consolidated financial statements. 6
NVR, Inc. Notes to Condensed Consolidated Financial Statements (dollars in thousands, except per share and share data) 1. Basis of Presentation The accompanying unaudited, condensed 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 conformity with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America, they should be read in conjunction with the financial statements and notes thereto included in the Company's 2000 Annual Report on Form 10-K. 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, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. For the quarters ended March 31, 2001 and 2000, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying financial statements. 2. Shareholders' Equity A summary of changes in shareholders' equity is presented below: Additional Deferred Deferred Common Paid-In Retained Treasury Comp. Comp. Stock Capital Earnings Stock Trust Liability ------ ---------- --------- ----------- ---------- --------- Balance, December 31, 2000 $206 $115,136 $399,810 $(267,672) $(15,915) $15,915 Net income - - 47,920 - - - Deferred compensation activity - - - - (3,542) 3,542 Purchase of common stock for treasury - - - (82,798) - - Option activity - 3,996 - - - - Tax benefit from stock-based compensation activity - 8,325 - - - - Treasury shares issued upon option exercise - (5,402) - 5,402 - - Forward purchase obligation - 65,028 - - - - ------ -------- --------- --------- --------- --------- Balance, March 31, 2001 $206 $187,083 $447,730 $(345,068) $(19,457) $19,457 ====== ======== ========= ========= ========= ========= Approximately 199,000 options were exercised during the first quarter of 2001, with NVR receiving approximately $3,996 in aggregate equity proceeds. 7
NVR, Inc. Notes to Condensed Consolidated Financial Statements (dollars in thousands, except per share and share data) On January 2, 2001, NVR settled a forward purchase obligation created on October 3, 2000 with an unaffiliated shareholder by taking physical delivery of the shares for the agreed upon purchase price paid in cash. Of the approximately 780,000 shares settled, approximately 86,000 shares were used for the Company's employer contribution to the Employee Stock Ownership Plan for plan year 2000 and approximately 30,000 shares were used for the Deferred Compensation Plan. The remaining shares were retained in treasury. In addition to the shares repurchased in settling the forward purchase contract, the Company repurchased approximately 186,000 shares of its common stock in the first quarter of 2001. The aggregate purchase price of all treasury shares repurchased in the first quarter of 2001 was approximately $82,800. 3. Segment Disclosures NVR operates in two business segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below. For the Three Months Ended March 31, 2001 - ------------------------------------------- Homebuilding Mortgage Banking Totals ------------ ---------------- -------- Revenues from external customers $519,249 $ 9,990 $529,239(a) Segment profit 75,855 6,097 81,952(b) Segment assets 675,163 137,367 812,530(b) (a) Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise. (b) The following reconciles segment profit and segment assets to the respective amounts for the consolidated enterprise: Homebuilding Mortgage Banking Totals ------------- ----------------- --------- Segment profit $ 75,855 $ 6,097 $ 81,952 Less: amortization of excess reorganization value and goodwill (1,813) (272) (2,085) -------- -------- -------- Consolidated income before income taxes $ 74,042 $ 5,825 $ 79,867 ======== ======== ======== Segment assets $675,163 $137,367 $812,530 Add: Excess reorganization value and goodwill 53,400 8,162 61,562 -------- -------- -------- Total consolidated assets $728,563 $145,529 $874,092 ======== ======== ======== 8
NVR, Inc. Notes to Condensed Consolidated Financial Statements (dollars in thousands, except per share and share data) For the Three Months Ended March 31, 2000 - ------------------------------------------- Homebuilding Mortgage Banking Totals ------------ ----------------- -------- Revenues from external customers $490,581 $ 7,963 $498,544(c) Segment profit/(loss) 58,768 (4,961) 53,807(d) Segment assets 581,347 132,354 713,701(d) (c) Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise. (d) The following reconciles segment profit and segment assets to the respective amounts for the consolidated enterprise: Homebuilding Mortgage Banking Totals ------------- ----------------- --------- Segment profit/(loss) $ 58,768 $ (4,961) $ 53,807 Less: amortization of excess reorganization value and goodwill (1,813) (436) (2,249) -------- -------- -------- Consolidated income before income taxes $ 56,955 $ (5,397) $ 51,558 ======== ======== ======== Segment assets $581,347 $132,354 $713,701 Add: Excess reorganization value and goodwill 60,653 9,251 69,904 -------- -------- -------- Total consolidated assets $642,000 $141,605 $783,605 ======== ======== ======== 4. Mortgage Banking Segment Restructuring Plan During the quarter ended March 31, 2001, approximately $216 in severance and lease costs were applied against the restructuring reserve established in the first quarter of 2000. Approximately $711 of the restructuring accrual established at March 31, 2000, remains at March 31, 2001, which primarily relates to accrued lease costs. 5. Adoption of Statement of Financial Accounting Standards No. 133 The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS No. 137 and SFAS No. 138, effective January 1, 2001. The implementation of SFAS No. 133 primarily impacts the Company's mortgage banking segment and has not had a material effect on the Company's results of operations or financial condition. 9
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-Q, as well as statements made by the Company in periodic press releases and other public communications, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties. All statements other than of historical facts included herein, including those regarding market trends, the Company's financial position, business strategy, projected plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of 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 (on both a national and regional level), interest rate changes, access to suitable financing, 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, fluctuation and volatility of stock and other financial markets and other factors over which the Company has little or no control. Results of Operations for the Three Months Ended March 31, 2001 and 2000 NVR, Inc. ("NVR" or the "Company") operates in two business segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below. Homebuilding Segment Three Months Ended March 31, 2001 and 2000 During the first quarter of 2001, homebuilding operations generated revenues of $519,249 compared to revenues of $490,581 in the first quarter of 2000. The change in revenues was due primarily to a 7.5% increase in the average selling price to $234.7 in 2001 from $218.3 in 2000. This increase was partially offset by a 1.3% decrease in the number of units settled to 2,206 units in 2001 from 2,236 units in 2000. The increase in the average selling price is attributable to price increases in certain of the Company's markets. New orders increased 8.2% during the first quarter of 2001 to 2,823 units compared with the 2,609 new orders generated during the same period in 2000. The increase in new orders was predominantly the result of increased sales in the Company's markets outside of the Washington, D.C. metropolitan area. Gross profit margins in the first quarter of 2001 increased to 21.6% as compared to 18.5% for the quarter ended March 31, 2000. The increase in gross margins was due to continuing favorable market conditions, which provided the Company the opportunity to increase selling prices in certain of its 10
markets, lower costs for lumber and certain other commodities and to the Company's ongoing focus on controlling construction costs. Selling, general and administrative ("SG&A") expenses for the first quarter of 2001 increased $5,107 from the first quarter of 2000, and increased as a percentage of revenues to 6.6% in 2001 from 6.0% in the first quarter of 2000. The increase in SG&A dollars and as a percentage of revenues is primarily attributable to an increase in personnel to facilitate continued growth in existing markets, and to a lesser extent, certain expenses associated with the successfully completed solicitation of consents from the holders of the Senior Notes due 2005 (the "Notes"). Backlog units and dollars were 5,765 and $1,490,932, respectively, at March 31, 2001 compared to 5,308 and $1,273,407, respectively, at March 31, 2000. The increase in backlog units and dollars is primarily attributable to a 5.3% increase in new orders for the six month period ended March 31, 2001 compared to the same 2000 period, and to a slower backlog turn. The increase in backlog dollars is also due to a 4.6% increase in the average selling price over the same six month period. Mortgage Banking Segment Three Months Ended March 31, 2001 and 2000 The mortgage banking segment had operating income of $6,097 during the quarter ended March 31, 2001 compared to an operating loss of $4,961 for the three months ended March 31, 2000. Excluding the $5,926 restructuring and asset impairment charge incurred by the company in the first quarter of 2000, first quarter 2000 operating income was $965. Loan closings for ongoing operations were $359,475 and $316,879 for the three months ended March 31, 2001 and March 31, 2000, respectively, an increase of 13%. Total loan closings, including discontinued wholesale and retail operations, was $469,598 for the period ended March 31, 2000. The improvement in operating income is primarily the result of NVR's operational restructuring of the mortgage banking segment announced in the first quarter of 2000, and to a lesser extent, a more favorable pricing environment as compared to the first quarter of 2000. The operational restructuring specifically entailed the closure of all of the Company's retail operations to focus solely on serving NVR's homebuilding operations ("builder business"). The Company's builder business historically created greater operating margins than its other lines of mortgage business. As part of its restructuring, the Company also substantially reduced staffing in anticipation of reduced loan volume. Liquidity and Capital Resources The Company has $255,000 available for issuance under a shelf registration statement filed with the Securities and Exchange Commission on January 20, 1998. The shelf registration statement as declared effective on February 27, 1998 provides that securities may be offered from time to time in one or more series and in the form of senior or subordinated debt. NVR's homebuilding segment generally provides for its working capital cash requirements using cash generated from operations and a short-term unsecured working capital revolving credit facility (the "Facility"). The Facility expires on May 31, 2003. The Facility provides for unsecured borrowings of up to $60,000, subject to certain borrowing base limitations. Up to approximately $24,000 of the Facility is currently available for issuance in the form of letters of credit of which $19,274 was outstanding at March 31, 2001. There were no direct borrowings outstanding under the Facility as of March 31, 2001. At March 31, 2001, there were no borrowing base limitations reducing the amount available to NVR for borrowings. 11
NVR's mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations as well as a short-term credit facility. NVR Finance has available a mortgage warehouse facility with an aggregate available borrowing limit of $100,000 to fund its mortgage origination activities. There was $100,000 outstanding under this facility at March 31, 2001. NVR Finance also currently has available an aggregate of $150,000 of borrowing capacity in various uncommitted gestation and repurchase agreements. There was an aggregate of $5,922 outstanding under such gestation and repurchase agreements at March 31, 2001. On January 2, 2001, NVR settled a forward purchase obligation created on October 3, 2000 with an unaffiliated shareholder by taking physical delivery of the shares for the agreed upon purchase price paid in cash. Of the approximately 780,000 shares settled, approximately 86,000 shares were used for the Company's employer contribution to the Employee Stock Ownership Plan for plan year 2000 and approximately 30,000 shares were used for the Deferred Compensation Plan. The remaining shares were retained in treasury. On February 27, 2001, NVR successfully completed a solicitation of consents from holders of its Notes to amend the Indenture governing the Notes. The amendment to the Indenture allows for NVR to repurchase up to an aggregate $85 million of its capital stock, in addition to that otherwise provided under the Company's Indenture, in one or more open market and/or privately negotiated transactions through March 31, 2002. On March 2, 2001, NVR paid to each holder of the Notes who provided a consent, an amount equal to 4.5% of the principal amount of such holder's Notes. Including the shares repurchased in the settlement of the forward purchase obligation, the Company repurchased approximately 849,000 shares of its common stock at an aggregate purchase price of $82,800 during the three months ended March 31, 2001. 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. 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. 12
Part II ------- Item 4. Submission of Matters to a Vote of Security Holders - ------- During the first quarter of 2001, NVR commenced a consent solicitation of the holders of its 8% Senior Notes due 2005 (the "Notes") to amend the Indenture governing the Notes. The amendment to the Indenture allows for NVR to repurchase up to an aggregate $85 million of its capital stock, in addition to that otherwise provided under the Company's Indenture, in one or more open market and/or privately negotiated transactions through March 31, 2002. NVR paid to each holder of the Notes who provided a consent, an amount equal to 4.5% of the principal amount of such holder's Notes. The consent was successfully completed on February 27, 2001. Item 6. Exhibits and Reports on Form 8-K - ------- 11. Computation of Earnings per Share. Reports on Form 8-K Form 8-K filed February 15, 2001, announcing the solicitation of consents from holders of NVR's 8% Senior Notes due 2005 (the "Notes") to amend the indenture governing the Notes. Exhibit Index Exhibit Number Description Page - ------ ----------- ---- 11 Computation of Earnings per Share 15 13
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. April 30, 2001 NVR, Inc. By: /s/ Paul C. Saville ------------------------------- Paul C. Saville Senior Vice President Finance and Chief Financial Officer 14
Exhibit 11 NVR, Inc. Computation of Earnings Per Share (amounts in thousands, except per share amounts) Three Months Ended March 31, ---------------------------- 2001 2000 ------- ------- 1. Net income $47,920 $30,574 ======= ======= 2. Average number of shares outstanding 8,352 9,491 3. Shares issuable upon exercise of dilutive options outstanding during period, based on average market price 1,542 1,069 ------- ------- 4. Average number of shares and share equivalents outstanding (2 + 3) 9,894 10,560 ======= ======= 5. Basic earnings per share $ 5.74 $ 3.22 ======= ======= 6. Diluted earnings per share $ 4.84 $ 2.90 ======= ======= 15