NVR INC - Annual Report: 2007 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from
to
Commission file number 1-12378
NVR, Inc.
Virginia | 54-1394360 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
Reston, Virginia 20190
(703) 956-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Name of each exchange on which registered | |
Common stock, par value $0.01 per share
|
New York Stock Exchange | |
5% Senior Notes due 2010
|
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 29,
2007, the last business day of NVR, Inc.s most recently completed second fiscal quarter, was
$3,354,186,383.
As of February 18, 2008 there were 5,261,167 total shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of NVR, Inc. to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to
April 29, 2008 are incorporated by reference into Part III of this report.
INDEX
Page | ||||||
PART I |
||||||
Item 1.
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Business | 2 | ||||
Item 1A.
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Risk Factors | 6 | ||||
Item 1B.
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Unresolved Staff Comments | 11 | ||||
Item 2.
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Properties | 11 | ||||
Item 3.
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Legal Proceedings | 11 | ||||
Item 4.
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Submission of Matters to a Vote of Security Holders | 12 | ||||
Executive Officers of the Registrant | 12 | |||||
PART II |
||||||
Item 5.
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Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13 | ||||
Item 6.
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Selected Financial Data | 15 | ||||
Item 7.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||
Item 7A.
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Quantitative and Qualitative Disclosure About Market Risk | 35 | ||||
Item 8.
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Financial Statements and Supplementary Data | 37 | ||||
Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 37 | ||||
Item 9A.
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Controls and Procedures | 37 | ||||
Item 9B.
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Other Information | 37 | ||||
PART III |
||||||
Item 10.
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Directors, Executive Officers, and Corporate Governance | 38 | ||||
Item 11.
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Executive Compensation | 38 | ||||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 38 | ||||
Item 13.
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Certain Relationships and Related Transactions, and Director Independence | 39 | ||||
Item 14.
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Principal Accountant Fees and Services | 39 | ||||
PART IV |
||||||
Item 15.
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Exhibits and Financial Statement Schedules | 39 |
1
PART I
Item 1. Business.
General
NVR, Inc. (NVR) was formed in 1980 as NVHomes, Inc. Our primary business is the
construction and sale of single-family detached homes, townhomes and condominium buildings. To
fully serve our homebuilding customers, we also operate a mortgage banking business. We
conduct our homebuilding activities directly, except for Rymarc Homes, which is operated as a
wholly owned subsidiary. Our mortgage banking operations are operated primarily through a
wholly owned subsidiary, NVR Mortgage Finance, Inc. (NVRM). Unless the context otherwise
requires, references to NVR, we, us or our include NVR and its consolidated
subsidiaries.
We are one of the largest homebuilders in the United States. While we operate in multiple
locations in twelve states, primarily in the eastern part of the United States, approximately
36% of our home settlements in 2007 occurred in the Washington, D.C. and Baltimore, MD
metropolitan areas, which accounted for 49% of our 2007 homebuilding revenues. Our
homebuilding operations include the construction and sale of single-family detached homes,
townhomes and condominium buildings under four trade names: Ryan Homes, NVHomes, Fox Ridge
Homes and Rymarc Homes. The Ryan Homes, Fox Ridge Homes, and Rymarc Homes products are
marketed primarily to first-time homeowners and first-time move-up buyers. The Ryan Homes
product is currently sold in twenty metropolitan areas located in Maryland, Virginia, West
Virginia, Pennsylvania, New York, North Carolina, South Carolina, Ohio, New Jersey, Delaware
and Kentucky. During 2007, Ryan Homes exited the Detroit, Michigan market. The Fox Ridge
Homes product is sold solely in the Nashville, TN metropolitan area and the Rymarc Homes
product is sold solely in the Columbia, South Carolina market. The NVHomes product is marketed
primarily to move-up and upscale buyers and is sold in the Washington, D.C., Baltimore, MD,
Philadelphia, PA and the Maryland Eastern Shore metropolitan areas. In 2007, our average price
of a settled unit was approximately $373,000.
We do not engage in the land development business. Instead, we acquire finished building
lots at market prices from various development entities under fixed price purchase agreements
(purchase agreements) that require deposits that may be forfeited if we fail to perform under
the purchase agreement. The deposits required under the purchase agreements are in the form of
cash or letters of credit in varying amounts and represent a percentage, typically ranging up
to 10%, of the aggregate purchase price of the finished lots.
Our lot acquisition strategy reduces the financial requirements and risks associated with
direct land ownership and land development. We may, at our option, choose for any reason and
at any time not to perform under these purchase agreements by delivering notice of our intent
not to acquire the finished lots under contract. Our sole legal obligation and economic loss
for failure to perform under these purchase agreements is limited to the amount of the deposit
pursuant to the liquidating damage provision contained within the purchase agreements. We do
not have any financial guarantees or completion obligations and we do not guarantee lot
purchases on a specific performance basis under these purchase agreements. We generally seek
to maintain control over a supply of lots believed to be suitable to meet our five-year
business plan.
On a very limited basis, we also obtain finished lots using joint venture limited
liability corporations (LLCs). All LLCs are structured such that we are a non-controlling
member and are at risk only for the amount we have invested. We are not a borrower, guarantor
or obligor on any of the LLCs debt. We enter into a standard fixed price purchase agreement
to purchase lots from these LLCs. At December 31, 2007, we had an aggregate investment
totaling approximately $13 million in twelve separate LLCs which controlled approximately 700
lots.
2
In addition to building and selling homes, we provide a number of mortgage-related
services through our mortgage banking operations. Through operations in each of our homebuilding markets, NVRM
originates mortgage loans almost exclusively for our homebuyers. NVRM generates revenues
primarily from origination fees, gains on sales of loans and title fees. NVRM sells all of the
mortgage loans it closes into the secondary markets on a servicing released basis.
Segment information for our homebuilding and mortgage banking businesses is included in
Note 2 to the consolidated financial statements.
Current Business Environment
Market conditions within the homebuilding industry continued to deteriorate throughout
2007. The slowdown which began in the second half of 2005 has been driven by declining
consumer confidence, affordability issues and reduced demand for new homes. Additionally,
instability within the credit markets in 2007 has placed additional pressures on affordability
and demand for new homes. As demand for new homes has slowed, the industry has been faced with
higher levels of new and existing home inventories. Each of these market factors has resulted
in an extremely competitive sales environment and has forced us and our competitors to reduce
prices and offer sales incentives. In turn, our home sales and profit margins have been
negatively impacted from prior years. We expect the current challenging market conditions to
continue in 2008. For additional information and analysis of recent trends in our operations
and financial condition, see Managements Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 of this Form 10-K.
Homebuilding
Products
We offer single-family detached homes, townhomes and condominium buildings with many
different basic home designs. These home designs have a variety of elevations and numerous
other options. Our homes combine traditional or colonial exterior designs with contemporary
interior designs and amenities, generally include two to four bedrooms, and range from
approximately 900 to 7,300 square feet. During 2007, the prices of our homes settled ranged
from approximately $60,000 to $2,500,000 and averaged approximately $373,000. During 2006, our
average price was approximately $398,000.
Markets
Our four reportable homebuilding segments operate in the following geographic regions:
Mid Atlantic: | Maryland, Virginia, West Virginia and Delaware | |||
North East: | New Jersey and eastern Pennsylvania | |||
Mid East: | Kentucky, New York, Ohio and western Pennsylvania | |||
South East: | North Carolina, South Carolina, and Tennessee |
Further discussion of settlements, new orders and backlog activity by homebuilding
reportable segment for each of the last three years can be found in Managements Discussion and
Analysis of Financial Condition and Results of Operations (see Item 7 of this report).
Backlog
Backlog totaled 5,145 units and approximately $1.9 billion at December 31, 2007 compared
to backlog of 6,388 units and approximately $2.6 billion at December 31, 2006. Our
cancellation rate was approximately 21% during 2007. During 2006 and 2005, our cancellation
rates were approximately 19% and 12%, respectively. We can provide no assurance that our
historical cancellation rate is indicative of the actual cancellation rate that may occur in
2008, and our cancellation rate could continue to increase. See Risk Factors in Item 1A.
3
Construction
We utilize independent subcontractors under fixed price contracts to perform construction
work on our homes. The subcontractors work is performed under the supervision of our
employees who monitor quality control. We use many independent subcontractors in our various
markets and we are not dependent on any single subcontractor or on a small number of
subcontractors.
Land Development
We are not in the land development business. We purchase finished lots from various land
developers under fixed price purchase agreements that require deposits that may be forfeited if
we fail to perform under the agreement. The deposits required under the purchase agreements are
in the form of cash or letters of credit in varying amounts and represent a percentage,
typically ranging up to 10%, of the aggregate purchase price of the finished lots. We are not
dependent on any single developer or on a small number of developers.
Sales and Marketing
Our preferred marketing method is for customers to visit a furnished model home featuring
many built-in options and a landscaped lot. The garages of these model homes are usually
converted into temporary sales centers where alternative facades and floor plans are displayed
and designs for other models are available for review. Sales representatives are compensated
predominantly on a commission basis.
Regulation
We and our subcontractors must comply with various federal, state and local zoning,
building, environmental, advertising and consumer credit statutes, rules and regulations, as
well as other regulations and requirements in connection with our construction and sales
activities. All of these regulations have increased the cost to produce and market our
products, and in some instances, have delayed our developers abilities to deliver us finished
lots. Counties and cities in which we build homes have at times declared moratoriums on the
issuance of building permits and imposed other restrictions in the areas in which sewage
treatment facilities and other public facilities do not reach minimum standards. To date,
restrictive zoning laws and the imposition of moratoriums have not had a material adverse
effect on our construction activities. However, in certain markets in which we operate, we
believe that our growth has been hampered by the longer time periods necessary for our
developers to obtain the necessary governmental approvals.
Competition and Market Factors
The housing industry is highly competitive. We compete with numerous homebuilders of
varying size, ranging from local to national in scope, some of which have greater financial
resources than we do. We also face competition from the home resale market. Our homebuilding
operations compete primarily on the basis of price, location, design, quality, service and
reputation. We historically have been one of the market leaders in each of the markets where
we build homes.
The housing industry is cyclical and is affected by consumer confidence levels,
prevailing economic conditions and interest rates. Other factors that affect the housing
industry and the demand for new homes include the availability and the cost of land, labor and
materials; changes in consumer preferences; demographic trends; and the availability of
mortgage finance programs. See Risk Factors in Item 1A.
We are dependent upon building material suppliers for a continuous flow of raw materials.
Whenever possible, we utilize standard products available from multiple sources. In the past,
such raw materials have been generally available to us in adequate supply.
4
Mortgage Banking
We provide a number of mortgage related services to our homebuilding customers through our
mortgage banking operations. Our mortgage banking operations also include separate
subsidiaries that broker title insurance and perform title searches in connection with mortgage
loan closings for which they receive commissions and fees. Because NVRM originates mortgage
loans almost exclusively for our homebuilding customers, NVRM is dependent on our homebuilding
segment. In 2007, NVRM closed approximately 10,600 loans with an aggregate principal amount of
approximately $3.2 billion as compared to 12,200 loans with an aggregate principal amount of
approximately $3.9 billion in 2006.
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. NVRM is an approved
seller/servicer for FNMA, GNMA, FHLMC, VA and FHA mortgage loans.
Competition and Market Factors
NVRMs main competition comes from national, regional, and local mortgage bankers,
mortgage brokers, thrifts and banks in each of these markets. NVRM competes primarily on the
basis of customer service, variety of products offered, interest rates offered, prices of
ancillary services and relative financing availability and costs.
Regulation
NVRM is an approved seller/servicer of FNMA, GNMA, FHLMC, FHA and VA mortgage loans, and
is subject to all of those agencies rules and regulations. These rules and regulations
restrict certain activities of NVRM. NVRM is currently eligible and expects to remain
eligible to participate in such programs. In addition, NVRM is subject to regulation at the
state and federal level with respect to specific origination, selling and servicing practices.
Pipeline
NVRMs mortgage loans in process that have not closed (Pipeline) at December 31, 2007
and 2006, had an aggregate principal balance of $1.2 billion and $1.6 billion, respectively.
Our cancellation rate was approximately 45% in 2007. During 2006 and 2005, our cancellation
rates were approximately 35% and 27%, respectively. We can provide no assurance that the
prior year cancellation rate is indicative of the actual cancellation rate that may occur in
2008, and our cancellation rate could continue to increase. See Risk Factors in Item 1A.
Employees
At December 31, 2007, we employed 4,119 full-time persons, of whom 1,538 were officers
and management personnel, 279 were technical and construction personnel, 818 were sales
personnel, 640 were administrative personnel and 844 were engaged in various other service and
labor activities. None of our employees are subject to a collective bargaining agreement and
we have never experienced a work stoppage. We believe that our employee relations are good.
5
Available Information
We file annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the SEC). These filings are available to the
public over the Internet at the SECs website at http://www.sec.gov. You may also read and
copy any document we file at the SECs public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room.
Our principal Internet website can be found at http://www.nvrinc.com. We make available
free of charge on or through our website, access to our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as
reasonably practicable after such material is electronically filed, or furnished, to the SEC.
Our website also includes a corporate governance section which contains our Corporate
Governance Guidelines (which includes our Directors Independence Standards), Code of Ethics,
Board of Directors Committee Charters for the Audit, Compensation, Corporate Governance,
Nominating and Qualified Legal Compliance Committees, Policies and Procedures for the
Consideration of Board of Director Candidates and Policies and Procedures on Security Holder
Communications with the Board of Directors. Additionally, amendments to and waivers from a
provision of the Code of Ethics that apply to our principal executive officer, principal
financial officer, principal accounting officer or persons performing similar functions will
be disclosed on our website (of which there were none in 2007). On January 2, 2008, in
connection with the transfer of the listing of our common stock to the New York Stock
Exchange, we amended the Code of Ethics to include the following four topics that were not
previously included in the Code of Ethics: (1) confidential, proprietary and inside
information, (2) corporate opportunities, (3) competition and fair dealing, and (4) personal
use or acquisition of company property and supplies. Previously, these topics were included
in the NVR, Inc. Standards of Business Conduct, which are in addition to the Code of Ethics.
In addition, you may request a copy of the foregoing filings (excluding exhibits),
charters, guidelines and codes, and any waivers or amendments to such codes which are
applicable to our executive officers, senior financial officers or directors, at no cost by
writing to us at NVR, Inc., 11700 Plaza America Drive, Suite 500, Reston, VA 20190, Attention:
Investor Relations Department or by telephoning us at (703) 956-4000.
Item 1A. Risk Factors.
Forward-Looking Statements
Some of the statements in this Form 10-K, 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.
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 include those regarding market trends, NVRs financial position, business
strategy, the outcome of pending litigation, 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 NVRs customers; competition;
the availability and cost of land and other raw materials used by NVR in its homebuilding
operations; shortages of labor; weather related slow-downs; building moratoriums; governmental
regulation; the ability of NVR to integrate any acquired business; fluctuation and volatility
of stock and other financial markets; mortgage financing availability; and other factors over
which NVR has little or no control.
6
RISK FACTORS
Our business is affected by the risks generally incident to the residential construction
business, including, but not limited to:
| actual and expected direction of interest rates, which affect our costs, the availability of construction financing, and long-term financing for potential purchasers of homes; | ||
| the availability of adequate land in desirable locations on favorable terms; | ||
| unexpected changes in customer preferences; and | ||
| changes in the national economy and in the local economies of the markets in which we have operations. |
All of these risks are discussed in detail below.
The homebuilding industry is experiencing a significant downturn. The continuation of this
downturn could adversely affect our business and our results of operations.
The homebuilding industry has continued to experience a significant downturn as a result
of declining consumer confidence, affordability issues and uncertainty as to the stability of
home prices. As a result, we have experienced reduced demand for new homes. These market
factors have also resulted in pricing pressures and in turn lower gross profit margins in most
of our markets. A continued downturn in the homebuilding industry could result in a material
adverse effect on our sales, profitability, stock performance, ability to service our debt
obligations and future cash flows.
Interest rate movements, inflation and other economic factors can negatively impact our business.
High rates of inflation generally affect the homebuilding industry adversely because of
their adverse impact on interest rates. High interest rates not only increase the cost of
borrowed funds to homebuilders but also have a significant effect on housing demand and on the
affordability of permanent mortgage financing to prospective purchasers. We are also subject
to potential volatility in the price of commodities that impact costs of materials used in our
homebuilding business. Increases in prevailing interest rates could have a material adverse
effect on our sales, profitability, stock performance, ability to service our debt obligations
and future cash flows.
Our financial results also are affected by the risks generally incident to our mortgage
banking business, including interest rate levels, the impact of government regulation on
mortgage loan originations and servicing and the need to issue forward commitments to fund and
sell mortgage loans. Our homebuilding customers accounted for almost all of our mortgage
banking business in 2007. The volume of our continuing homebuilding operations therefore
affects our mortgage banking business.
Our mortgage banking business also is affected by interest rate fluctuations. We also may
experience marketing losses resulting from daily increases in interest rates to the extent we
are unable to match interest rates and amounts on loans we have committed to originate with
forward commitments from third parties to purchase such loans. Increases in interest rates may
have a material adverse effect on our mortgage banking revenue, profitability, stock
performance, ability to service our debt obligations and future cash flows.
Our operations may also be adversely affected by other economic factors within our markets
such as negative changes in employment levels, job growth, and consumer confidence and availability
of mortgage financing, one or all of which could result in reduced demand or price depression from
current levels. Such negative trends could have a material adverse effect on homebuilding
operations.
7
These factors and thus, the homebuilding business, have at times in the past been cyclical
in nature. Any downturn in the national economy or the local economies of the markets in which
we operate could have a material adverse effect on our sales, profitability, stock performance
and ability to service our debt obligations. In particular, approximately 36% of our home settlements during 2007
occurred in the Washington, D.C. and Baltimore, MD metropolitan areas, which accounted for 49%
of our 2007 homebuilding revenues. Thus, we are dependent to a significant extent on the
economy and demand for housing in those areas.
Our inability to secure and control an adequate inventory of lots could adversely impact our
operations.
The results of our homebuilding operations are dependent upon our continuing ability to
control an adequate number of homebuilding lots in desirable locations. There can be no
assurance that an adequate supply of building lots will continue to be available to us on terms
similar to those available in the past, or that we will not be required to devote a greater
amount of capital to controlling building lots than we have historically. An insufficient
supply of building lots in one or more of our markets, an inability of our developers to
deliver finished lots in a timely fashion, or our inability to purchase or finance building
lots on reasonable terms could have a material adverse effect on our sales, profitability,
stock performance, ability to service our debt obligations and future cash flows.
If the market value of our inventory or controlled lot position declines, our profit could
decrease.
Inventory risk can be substantial for homebuilders. The market value of building lots and
housing inventories can fluctuate significantly as a result of changing market conditions. In
addition, inventory carrying costs can be significant and can result in losses in a poorly
performing project or market. We must, in the ordinary course of our business, continuously
seek and make acquisitions of lots for expansion into new markets as well as for replacement
and expansion within our current markets, which is accomplished by us entering fixed price
purchase agreements and paying forfeitable deposits under the purchase agreement to developers
for the contractual right to acquire the lots. In the event of significant changes in economic
or market conditions, we may cease further building activities in communities or restructure
existing purchase agreements, resulting in forfeiture of some or all of any remaining land
contract deposit paid to the developer. We may also dispose of certain subdivision inventories
on a bulk or other basis. Either action may result in a loss which could have a material
adverse effect on our profitability, stock performance, ability to service our debt obligations
and future cash flows.
Because almost all of our customers require mortgage financing, the availability of suitable
mortgage financing could impair the affordability of our homes, lower demand for our products, and
limit our ability to fully deliver our backlog.
Our business and earnings depend on the ability of our potential customers to obtain
mortgages for the purchase of our homes. In addition, many of our potential customers must
sell their existing homes in order to buy a home from us. The tightening of credit standards
and the availability of suitable mortgage financing could prevent customers from buying our
homes and could prevent buyers of our customers homes from obtaining mortgages they need to
complete that purchase, both of which could result in our potential customers inability to buy
a home from us. If our potential customers or the buyers of our customers current homes are
not able to obtain suitable financing, the result could have a material adverse effect on our
sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
If our ability to sell mortgages to investors is impaired, we may be required to fund these
commitments ourselves, or not be able to originate loans at all.
Our mortgage segment sells all of the loans it originates into the secondary market
usually within 30 days from the date of closing, and has up to $125 million available in an
annually renewable warehouse credit facility to fund mortgage closings. In the event that
disruptions to the secondary markets similar to those which occurred during 2007 continue to
tighten or eliminate the available liquidity within the secondary markets for mortgage loans,
or the underwriting requirements by our secondary market investors continue to become more
stringent, our ability to sell future mortgages could decline and we could be required, among
other things, to fund our commitments to our buyers with our own financial resources, which is
limited, or require our home buyers to find another source of financing. The result of such secondary
market disruption could have a material adverse effect on our sales, profitability, stock
performance, ability to service our debt obligations and future cash flows.
8
Our current indebtedness may impact our future operations and our ability to access necessary
financing.
Our homebuilding operations are dependent in part on the availability and cost of working
capital financing, and may be adversely affected by a shortage or an increase in the cost of
such financing. If we require working capital greater than that provided by our operations and
our credit facility, we may be required to seek to increase the amount available under the
facility or to obtain alternative financing. No assurance can be given that additional or
replacement financing will be available on terms that are favorable or acceptable. If we are
at any time unsuccessful in obtaining sufficient capital to fund our planned homebuilding
expenditures, we may experience a substantial delay in the completion of any homes then under
construction. Any delay could result in cost increases and could have a material adverse
effect on our sales, profitability, stock performance, ability to service our debt obligations
and future cash flows.
Our existing indebtedness contains financial and other restrictive covenants and any
future indebtedness may also contain covenants. These covenants include limitations on our
ability, and the ability of our subsidiaries, to incur additional indebtedness, pay cash
dividends and make distributions, make loans and investments, enter into transactions with
affiliates, effect certain asset sales, incur certain liens, merge or consolidate with any
other person, or transfer all or substantially all of our properties and assets. Substantial
losses by us or other action or inaction by us or our subsidiaries could result in the
violation of one or more of these covenants which could result in decreased liquidity or a
default on our indebtedness, thereby having a material adverse effect on our sales,
profitability, stock performance, ability to service our debt obligations and future cash
flows.
Our mortgage banking operations are dependent on the availability, cost and other terms of
mortgage warehouse financing, and may be adversely affected by any shortage or increased cost
of such financing. No assurance can be given that any additional or replacement financing will
be available on terms that are favorable or acceptable. Our mortgage banking operations are
also dependent upon the securitization market for mortgage-backed securities, and could be
materially adversely affected by any fluctuation or downturn in such market.
Government regulations and environmental matters could negatively affect our operations.
We are subject to various local, state and federal statutes, ordinances, rules and
regulations concerning zoning, building design, construction and similar matters, including
local regulations that impose restrictive zoning and density requirements in order to limit the
number of homes that can eventually be built within the boundaries of a particular area. We
have from time to time been subject to, and may also be subject in the future to, periodic
delays in our homebuilding projects due to building moratoriums in the areas in which we
operate. Changes in regulations that restrict homebuilding activities in one or more of our
principal markets could have a material adverse effect on our sales, profitability, stock
performance, ability to service our debt obligations and future cash flows.
We are also subject to a variety of local, state and federal statutes, ordinances, rules
and regulations concerning the protection of health and the environment. We are subject to a
variety of environmental conditions that can affect our business and our homebuilding projects.
The particular environmental laws that apply to any given homebuilding site vary greatly
according to the location and environmental condition of the site and the present and former
uses of the site and adjoining properties. Environmental laws and conditions may result in
delays, cause us to incur substantial compliance and other costs, or prohibit or severely
restrict homebuilding activity in certain environmentally sensitive regions or areas, thereby
adversely affecting our sales, profitability, stock performance, ability to service our debt
obligations and future cash flows.
9
We are an approved seller/servicer of FNMA, GNMA, FHLMC, FHA and VA mortgage loans, and
are subject to all of those agencies rules and regulations. Any significant impairment of our
eligibility to sell/service these loans could have a material adverse impact on our mortgage
operations. In addition, we are subject to regulation at the state and federal level with
respect to specific origination, selling and servicing practices. Adverse changes in
governmental regulation may have a negative impact on our mortgage loan origination business.
We face competition in our housing and mortgage banking operations.
The homebuilding industry is highly competitive. We compete with numerous homebuilders of
varying size, ranging from local to national in scope, some of whom have greater financial
resources than we do. We face competition:
| for suitable and desirable lots at acceptable prices; | ||
| from selling incentives offered by competing builders within and across developments; and | ||
| from the existing home resale market. |
Our homebuilding operations compete primarily on the basis of price, location, design,
quality, service and reputation.
The mortgage banking industry is also competitive. Our main competition comes from
national, regional and local mortgage bankers, thrifts, banks and mortgage brokers in each of
these markets. Our mortgage banking operations compete primarily on the basis of customer
service, variety of products offered, interest rates offered, prices of ancillary services and
relative financing availability and costs.
There can be no assurance that we will continue to compete successfully in our homebuilding or
mortgage banking operations. An inability to effectively compete may have an adverse impact on our
sales, profitability, stock performance, ability to service our debt obligations and future cash
flows.
A shortage of building materials or labor, or increases in materials or labor costs may adversely
impact our operations.
The homebuilding business has from time to time experienced building material and labor
shortages, including shortages in insulation, drywall, certain carpentry work and concrete, as
well as fluctuating lumber prices and supply. In addition, high employment levels and strong
construction market conditions could restrict the labor force available to our subcontractors
and us in one or more of our markets. Significant increases in costs resulting from these
shortages, or delays in construction of homes, could have a material adverse effect upon our
sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
Product liability litigation and warranty claims may adversely impact our operations.
Construction defect and home warranty claims are common and can represent a substantial
risk for the homebuilding industry. The cost of insuring against construction defect and
product liability claims, as well as the claims themselves, can be high. In addition,
insurance companies limit coverage offered to protect against these claims. Further
restrictions on coverage available, or significant increases in premium costs or claims, could
have a material adverse effect on our financial results.
Changes in tax laws or the interpretation of tax laws may negatively affect our operating results.
The effects of possible changes in the tax laws or changes in their interpretation could
have a material negative impact on our operating results.
10
Weather-related and other events beyond our control may adversely impact our operations.
Extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest
fires, floods, terrorist attacks or war, may affect our markets, our operations and our
profitability. These events may impact our physical facilities or those of our suppliers or
subcontractors, causing us material increases in costs, or delays in construction of homes,
which could have a material adverse effect upon our sales, profitability, stock performance,
ability to service our debt obligations and future cash flows.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate offices are located in Reston, Virginia, where we currently lease
approximately 61,000 square feet of office space, of which approximately 9,800 square feet we
have subleased to a third party. The current corporate office lease expires in April 2015.
In connection with the operation of the homebuilding segment, we lease manufacturing
facilities in the following six locations: Thurmont, Maryland; Burlington County, New Jersey;
Farmington, New York; Kings Mountain, North Carolina; Darlington, Pennsylvania; and Portland,
Tennessee. These facilities range in size from approximately 40,000 square feet to 400,000
square feet and combined total approximately 1,000,000 square feet of manufacturing space.
All of our manufacturing facilities are leased. Each of these leases contains various options
for extensions of the lease and for the purchase of the facility. The Portland lease expires
in 2009. The Thurmont and Farmington leases expire in 2014, and the Kings Mountain and
Burlington County leases expire in 2023 and 2024, respectively. The Darlington lease expires
in 2025.
We also, in connection with both our homebuilding and mortgage banking businesses, lease
office space in multiple locations for homebuilding divisional offices and mortgage banking
and title services branches under leases expiring at various times through 2014, none of which
are individually material to our business. We anticipate that, upon expiration of existing
leases, we will be able to renew them or obtain comparable facilities on acceptable terms.
Item 3. Legal Proceedings.
On July 18, 2007, former employees filed lawsuits against us in the Court of Common Pleas
in Allegheny County, Pennsylvania and Hamilton County, Ohio, in the Superior Court in Durham
County, North Carolina, and in the Circuit Court in Montgomery County, Maryland, and on July
19, 2007 in the Superior Court in New Jersey, alleging that we incorrectly classified our
sales and marketing representatives as being exempt from overtime wages. These lawsuits are
similar in nature to another lawsuit filed on October 29, 2004 by another former employee in
the United States District Court for the Western District of New York. The complaints seek
injunctive relief, an award of unpaid wages, including fringe benefits, liquidated damages
equal to the overtime wages allegedly due and not paid, attorney and other fees and interest.
The suits were filed as purported class actions. The class of individuals that any of the
lawsuits purport to represent has not been certified. We intend to vigorously defend these
actions, as we believe that our compensation practices in regard to sales and marketing
representatives are entirely lawful. Our position is strongly supported by two letter rulings
that the United States Department of Labor issued in January 2007, in accordance with the
DOLs mandate to interpret federal wage and hour laws. The two courts to most recently
consider similar claims against other homebuilders have adopted the DOLs position that sales
and marketing representatives were properly classified as exempt from overtime wages. Because
we are unable to determine the likelihood of an unfavorable outcome of this case, or the
amount of damages, if any, we have not recorded any associated liabilities in our consolidated
balance sheet.
11
In 2006 and 2005, we received requests for information pursuant to Section 308(a) of the
Clean Water Act (the Act) from Regions 3 and 4 of the United States Environmental Protection
Agency (the EPA). The requests sought information regarding our storm water management discharge
practices in North Carolina, Pennsylvania, Maryland and Virginia during the homebuilding
construction process. We have provided the EPA with information in response to each of its
requests. Additionally, in 2005, the EPA notified us of alleged storm water management
violations under the Act at a homebuilding site in Pennsylvania, and that we may potentially
be subject to administrative fines of up to $157,000 for the alleged violations. We have
completed our building activity at the homebuilding site alleged to be in violation. We
cannot predict the outcome of the EPAs review of our storm water management practices.
Further, it is not known at this time whether the EPA will seek to take legal action or impose
penalties in connection with the alleged violation at the construction site in Pennsylvania,
thus we have not recorded any associated liabilities in our consolidated balance sheet.
On April 16, 2007, a lawsuit was filed by one of our customers against us in the United
States District Court for the Western District of Pennsylvania alleging that we violated
Section 8 of the Real Estate Settlement and Protection Act. The complaint sought treble
damages, interest, injunctive and declaratory relief, attorney fees and other expenses. The
lawsuit was filed as a purported class action. In January 2008, the suit was settled for a
nominal amount and dismissed in its entirety.
We are also involved in various other 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 or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the quarter ended December
31, 2007.
Executive Officers of the Registrant
Name | Age | Positions | ||
Dwight C. Schar |
66 | Chairman of the Board of NVR | ||
Paul C. Saville |
52 | President and Chief Executive Officer of NVR | ||
William J. Inman |
60 | President of NVRM | ||
Dennis M. Seremet |
52 | Senior Vice President, Chief Financial Officer and Treasurer of NVR | ||
Robert W. Henley |
41 | Vice President and Controller of NVR |
Dwight C. Schar has been Chairman of the Board since September 30, 1993. Mr. Schar also
served as our President and Chief Executive Officer from September 30, 1993 through June
30, 2005.
Paul C. Saville was named President and Chief Executive Officer of NVR, effective July
1, 2005. Prior to July 1, 2005, Mr. Saville had served as Senior Vice President
Finance, Chief Financial Officer and Treasurer of NVR since September 30, 1993 and
Executive Vice President from January 1, 2002 through June 30, 2005.
William J. Inman has been President of NVRM since January 1992.
Dennis M. Seremet was named Vice President, Chief Financial Officer and Treasurer of
NVR, effective July 1, 2005 and Senior Vice President effective December 14, 2007.
Prior to July 1, 2005, Mr. Seremet had been Vice President and Controller of NVR since
April 1, 1995.
Robert W. Henley was named Vice President and Controller of NVR effective July 1, 2005.
Prior to July 1, 2005, Mr. Henley served as Manager of SEC Reporting from 1995 through
2000. In 2000, Mr. Henley was appointed to the position of Assistant Controller.
12
PART II
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Our shares of common stock are listed and principally traded on the New York Stock
Exchange effective January 2, 2008. Prior to that date, our shares of common stock were
listed and principally traded on the American Stock Exchange (AMEX). The following table
sets forth the high and low closing prices per share for our common stock on the AMEX for each
fiscal quarter during the years ended December 31, 2007 and 2006:
HIGH | LOW | |||||||
Prices per Share: |
||||||||
2007: |
||||||||
Fourth Quarter |
$ | 560.50 | $ | 413.50 | ||||
Third Quarter |
$ | 718.00 | $ | 450.25 | ||||
Second Quarter |
$ | 842.00 | $ | 665.50 | ||||
First Quarter |
$ | 732.50 | $ | 592.75 | ||||
2006: |
||||||||
Fourth Quarter |
$ | 672.00 | $ | 517.00 | ||||
Third Quarter |
$ | 586.00 | $ | 394.00 | ||||
Second Quarter |
$ | 842.98 | $ | 486.00 | ||||
First Quarter |
$ | 822.88 | $ | 706.50 |
As of the close of business on February 18, 2008, there were 404 shareholders of record.
We have never paid a cash dividend on our shares of common stock. Our bank indebtedness
contains certain restrictive covenants, which limit our ability to pay cash dividends on our
common stock. See further discussion of the restrictive covenants in the Liquidity section of
Part II, Item 7 of the Form 10-K.
We had one repurchase authorization outstanding during the quarter ended December 31,
2007. On July 31, 2007 (July Authorization), we publicly announced the board of directors
approval for us to repurchase up to an aggregate of $300 million of our common stock in one or
more open market and/or privately negotiated transactions. The July Authorization does not have
an expiration date. We did not repurchase any shares of our common stock during the fourth
quarter of 2007. We have $226.3 million available under the July Authorization as of December
31, 2007.
13
Stock Performance Graph
COMPARISON OF CUMULATIVE TOTAL EQUITYHOLDER RETURN ON EQUITY
The following chart graphs our performance in the form of cumulative total return to
holders of our Common Stock since December 31, 2002 in comparison to the Dow/Home Construction
Index and the Dow Jones Industrial Index for that same period. The Dow/Home Construction Index
is comprised of NVR, Inc., Pulte Homes, Inc., Beazer Homes USA, Inc., Ryland Group, Inc.,
Centex Corp., KB Home, Champion Enterprises, Inc., Lennar Corp., DR Horton, Inc., MDC Holdings,
Inc., Hovnanian Enterprises, Inc., Standard Pacific Corp., Meritage Homes Corp. and Toll
Brothers, Inc.
![(PERFORMANCE GRAPH)](https://www.sec.gov/Archives/edgar/data/0000906163/000095013308000733/w50131w5013101.gif)
(a) Assumes that $100 was invested in NVR stock and the indices on December 31, 2002.
14
Item 6. Selected Financial Data.
(dollars in thousands, except per share amounts)
The following tables set forth selected consolidated financial data. The selected income
statement and balance sheet data have been extracted from our consolidated financial
statements for each of the periods presented and is not necessarily indicative of results of
future operations. The selected financial data should be read in conjunction with, and is
qualified in its entirety by, the consolidated financial statements and related notes included
elsewhere in this report.
Year Ended December 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Consolidated Income Statement Data: |
||||||||||||||||||||
Homebuilding data: |
||||||||||||||||||||
Revenues |
$ | 5,048,187 | $ | 6,036,236 | $ | 5,177,743 | $ | 4,247,503 | $ | 3,600,917 | ||||||||||
Gross profit |
821,128 | 1,334,971 | 1,439,713 | 1,091,217 | 889,056 | |||||||||||||||
Mortgage Banking data: |
||||||||||||||||||||
Mortgage banking fees |
81,155 | 97,888 | 84,604 | 72,219 | 76,647 | |||||||||||||||
Interest income |
4,900 | 7,704 | 5,014 | 4,249 | 5,198 | |||||||||||||||
Interest expense |
681 | 2,805 | 1,759 | 1,088 | 1,293 | |||||||||||||||
Consolidated data: |
||||||||||||||||||||
Income from continuing
operations (1) |
$ | 333,955 | $ | 587,412 | $ | 697,559 | $ | 523,204 | $ | 419,791 | ||||||||||
Income from continuing
operations per diluted share (2) |
$ | 54.14 | $ | 88.05 | $ | 89.61 | $ | 66.42 | $ | 48.39 |
December 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Consolidated Balance Sheet Data: |
||||||||||||||||||||
Homebuilding inventory |
$ | 688,854 | $ | 733,616 | $ | 793,975 | $ | 588,540 | $ | 523,773 | ||||||||||
Contract land deposits, net |
188,528 | 402,170 | 517,241 | 362,990 | 268,463 | |||||||||||||||
Total assets |
2,194,416 | 2,473,808 | 2,237,669 | 1,755,998 | 1,347,136 | |||||||||||||||
Notes and loans payable |
286,283 | 356,632 | 463,141 | 213,803 | 257,859 | |||||||||||||||
Shareholders equity |
1,129,375 | 1,152,074 | 677,162 | 834,995 | 494,868 | |||||||||||||||
Cash dividends per share |
| | | | |
(1) | Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R), Share-Based Payment, pursuant to which we recognized $11,669 and $37,982 of stock-based compensation costs, net of tax, during 2007 and 2006, respectively. The 2007 stock-based compensation amount is net of approximately $19,200 of stock-based compensation expense, net of tax, that we reversed based on our determination that the performance metric related to certain outstanding stock options will not be met. The periods prior to 2006 presented above do not include any stock-based compensation expense. | |
(2) | For the years ended December 31, 2007, 2006, 2005, 2004 and 2003, income from continuing operations per diluted share was computed based on 6,167,795; 6,671,571; 7,784,382; 7,876,869; and 8,674,363 shares, respectively, which represents the weighted average number of shares and share equivalents outstanding for each year. |
15
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
(dollars in thousands, except per share data) |
Results of Operations for the Years Ended December 31, 2007, 2006, and 2005
Overview
Business
Our primary business is the construction and sale of single-family detached homes, townhomes
and condominium buildings. To fully serve our homebuilding customers, we also operate a mortgage
banking and title services business. We primarily conduct our operations in mature
supply-constrained 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 and Delaware | |
North East:
|
New Jersey and eastern Pennsylvania | |
Mid East:
|
Kentucky, New York, Ohio and western Pennsylvania | |
South East:
|
North Carolina, South Carolina, and Tennessee |
We believe we operate our business with a conservative operating strategy. We do not engage
in land development and primarily construct homes on a pre-sold basis. This strategy allows us
to maximize inventory turnover, which enables us to minimize market risk and to operate with less
capital, thereby enhancing rates of return on equity and total capital. In addition, 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.
Because we are not active in the land development business, our continued success is
contingent upon our ability to control an adequate supply of finished lots on which to build,
and on our developers ability to timely deliver finished lots to meet the sales demands of our
customers. We acquire finished building lots at market prices from various development entities
under purchase agreements. These purchase agreements require deposits in the form of cash or
letters of credit that may be forfeited if we fail to perform under the purchase agreement.
However, we believe that this lot acquisition strategy reduces the financial requirements and
risks associated with direct land ownership and development. As of December 31, 2007, we
controlled approximately 67,600 lots with deposits in cash and letters of credit totaling
approximately $329,000 and $9,000, respectively. Included in the number of controlled lots are
approximately 17,100 lots for which we have recorded a contract land deposit impairment reserve
of approximately $133,700 as of December 31, 2007. See Note 1 to the consolidated financial
statements included herein for additional information regarding contract land deposits.
16
Overview of Current Business Environment
The current home sales environment remains challenging, characterized by an increase in
the number of existing and new homes available for sale, declining homebuyer confidence,
affordability issues and a more restrictive mortgage lending environment. The mortgage market
changed significantly during 2007 due to the turmoil in the credit markets. It became more
difficult for our customers to obtain mortgage financing, especially for customers seeking
sub-prime or jumbo mortgage products. In addition, some of our markets have been designated as
declining markets by certain lenders, thereby increasing the downpayment required to obtain a
mortgage loan. This in turn has further reduced affordability. Market conditions deteriorated
throughout 2007, exerting downward pressure on both new orders and on selling prices. Selling
prices in most of our markets have also been negatively impacted as many homebuilders have
reduced prices in an effort to reduce new home inventories. As a result of these deteriorating
market conditions, new orders for 2007 were down 7% from the prior year and we experienced an
increase in our cancellation rate to 21% in 2007 from 19% in 2006. In addition, we experienced
an increase in cancellation rates in the fourth quarter of 2007 to 32% from 20% in the fourth
quarter of 2006. Cancellation rates were the highest in our Mid-Atlantic
segment, where they increased to 25% for the year ended 2007 from 23% in 2006, and for the
fourth quarter increased to 37% in 2007 from 25% in the fourth quarter of 2006. Additionally,
prevailing market conditions exerted downward pressure on selling prices, and in response, we
increased incentives to homebuyers and reduced prices in many of our markets. These pricing
pressures led to a 7% decrease in the average selling price for new orders in 2007 as compared
to 2006. Average selling prices for the six-month period ended December 31, 2007 were down 11%
from the same period in 2006. Average selling prices were down in each of our market segments
for the year except for the South East segment where average selling prices increased
approximately 10% year over year and were higher by 4% for the six-month period ended December
31, 2007 as compared to the same period in 2006.
Throughout 2007, we have continued to work with our developers to reduce lot purchase
prices to current market values and/or to defer scheduled lot purchases to coincide with our
slower than expected sales pace. In communities where we are unsuccessful in negotiating
necessary adjustments to the purchase agreements to meet current market prices, we may exit the
community and forfeit our deposit. During 2007, we incurred contract land deposit impairment
charges of approximately $261,800 from such actual or expected terminations, or from
restructured purchase agreements where we forfeited the deposit. In 2006, contract land
deposit impairment charges totaled approximately $173,800. As noted above, as of December 31,
2007 we had a reserve of approximately $133,700 on outstanding contract land deposits related
to approximately 17,100 lots. These lots are included in the total number of lots controlled
mentioned above. The total number of lots controlled at December 31, 2007 is down 24% from
approximately 88,500 lots at December 31, 2006 due to the termination of certain purchase
agreements and a reduced pace of entering into new lot purchase agreements due to uncertainties
within the homebuilding market and its impact on the market value of land.
Consolidated revenues for 2007 decreased 16% to $5,129,342 from $6,134,124 in 2006. Net
income for 2007 was $333,955, $54.14 per diluted share, compared to net income of $587,412,
$88.05 per diluted share, a 43% decrease in net income and a 39% decrease in diluted earnings
per share. Gross profit margins within our homebuilding business decreased to 16.3% in 2007
from 22.1% in 2006. Gross profit margins have been negatively impacted by the aforementioned
lower selling prices and increased incentives and continue to trend lower. Additionally, gross
profit margins were negatively impacted by the contract land deposit impairment charges in 2007
as discussed above.
As a result of our current year performance and our expectations that the market will
remain challenging in 2008, we determined that is was improbable that we would achieve the
performance metric related to 410,557 outstanding stock options. The performance metric
requires aggregate diluted earnings per share for the years ended December 31, 2005 through
December 31, 2008 to exceed $339.00 per share. This determination resulted in the reversal of
approximately $31,500 of pre-tax stock-based compensation expense during the third quarter of
2007, which had been recognized in prior reporting periods, as follows: $28,450 in homebuilding
general and administrative costs, $900 in homebuilding cost of sales and $2,150 in mortgage
banking general and administrative costs. It is expected that none of the outstanding stock
options that are subject to the performance metric will vest, and it is improbable that future
stock-based compensation will be recognized for these options.
Based on the current uncertainty in both the homebuilding and mortgage markets, we expect
to see continued pricing pressures and in turn, continued pressure on gross profit margins in
future periods. To offset these declining selling prices and customer affordability issues, we
are aggressively working with our vendors to reduce material and labor costs incurred in the
construction process, in addition to the focus on reducing lot costs as discussed above.
Additionally, in many of our markets, we are providing house types at lower sales price points
by reducing the square footage of the products offered and by providing fewer upgraded features
as standard options. This provides homebuyers with a more affordable product and the option to
upgrade only those features important to each particular buyer. In addition, we made further
staffing reductions in 2007 to size our organization to meet expected sales activity levels for
future periods. We continue to assess and adjust our staffing levels and organizational
structure as conditions warrant.
17
Homebuilding Operations
The following table summarizes the results of our consolidated homebuilding operations and
certain operating activity for each of the last three years:
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Revenues |
$ | 5,048,187 | $ | 6,036,236 | $ | 5,177,743 | ||||||
Cost of sales |
$ | 4,227,059 | $ | 4,701,265 | $ | 3,738,030 | ||||||
Gross profit margin percentage |
16.3 | % | 22.1 | % | 27.8 | % | ||||||
Selling, general and administrative expenses |
$ | 343,520 | $ | 432,319 | $ | 345,525 | ||||||
Settlements (units) |
13,513 | 15,139 | 13,787 | |||||||||
Average settlement price |
$ | 373.2 | $ | 398.2 | $ | 374.9 | ||||||
New orders (units) |
12,270 | 13,217 | 14,653 | |||||||||
Average new order price |
$ | 352.0 | $ | 377.4 | $ | 404.6 | ||||||
Backlog (units) |
5,145 | 6,388 | 8,310 | |||||||||
Average backlog price |
$ | 371.3 | $ | 412.4 | $ | 442.0 |
Consolidated Homebuilding Revenues
Homebuilding revenues for 2007 decreased 16% from 2006, primarily as a result of an 11%
decrease in the number of homes settled and a 6% decrease in the average settlement price.
These decreases were driven primarily by a 23% lower number of units in backlog and a 7% lower
average price of units in backlog at the beginning of 2007 as compared to the beginning of
2006.
Homebuilding revenues for 2006 increased 17% from 2005, primarily as a result of a 10%
increase in the number of homes settled and a 6% increase in the average settlement price.
Each of these increases was driven by a higher backlog at the beginning of 2006 as compared to
the beginning of 2005. Beginning backlog units and dollars were 13% and 26% higher,
respectively, year over year. Additionally, these increases in settlements were experienced
year over year in each of our markets.
Consolidated Homebuilding New Orders
The number of new orders for 2007 and the average selling price of new orders each
decreased 7% when compared to 2006. The current challenging market conditions, which began to
deteriorate in the second half of 2005, have led to an increase in cancellation rates year
over year to 21% in 2007 from 19% in 2006 and in turn have negatively impacted new orders in
2007. Additionally, we noted a significant increase in the cancellation rates in the fourth
quarter of 2007 to 32% from 20% in the fourth quarter of 2006. These increases in
cancellation rates are driven by continued tightening of mortgage underwriting standards and
financing availability which impacts not only our customers ability to secure financing for
their new home purchase but also has impacted our customers ability to sell their existing
homes leading to contract cancellations. Sales were also negatively impacted by a 14%
reduction in the average number of active communities in 2007, down to 505 from 589 in 2006.
The decrease in the average number of active communities is a result of the termination of
certain purchase agreements and a reduced pace of entering into new lot option contracts due
to uncertainties within the homebuilding market and its impact on the market value of land.
18
The number of new orders for 2006 decreased 10% from 2005, and the value of new orders
for 2006 decreased 16% to $4,988,137 from $5,928,815 in 2005. The decrease in new orders was
attributable to lower sales absorption per community resulting from a more competitive sales
environment in 2006 as compared to 2005. The average number of communities open during 2006
exceeded the number open during 2005 by 13%, while the average number of communities open
during the fourth quarter of 2006 of 551 was down 6% from the same period in 2005. The
decrease in the number of active communities in the fourth quarter was attributable to our
review of our lot option deposit contracts and the subsequent exiting from certain communities
which were no longer profitable.
Consolidated Homebuilding Gross Profit
Gross profit margins declined to 16.3% in 2007 from 22.1% in 2006. Gross profit margins
were negatively impacted in 2007 by lower selling prices created by the aforementioned
difficult market conditions. Additionally, gross profit margins were negatively impacted by
the contract land deposit impairment charges in 2007 of $261,800, or 519 basis points, as
compared to $173,800 in 2006, or 288 basis points. We expect continued gross profit margin
pressure over at least the next several quarters due to the current market conditions as
previously discussed in the Overview section above.
Gross profit margins declined to 22.1% in 2006 from 27.8% in 2005. Gross profit margins
were negatively impacted by lower selling prices, contract land deposit impairment charges in
2006, and higher lot and certain commodity costs, excluding lumber. During 2006, we incurred
contract land deposit impairment charges of approximately $173,800. These impairments lowered
gross profit margins by 288 basis points. In 2005, contract land deposit impairment charges
totaled approximately $12,600.
Consolidated Homebuilding Selling, General and Administrative (SG&A)
SG&A expenses in 2007 decreased $88,799, or 21%, from 2006 and as a percentage of
revenue, decreased to 6.8% in 2007 from 7.2% in 2006. The decrease in SG&A expenses is
partially attributable to an approximate $36,300 decrease in personnel costs. This decrease
resulted from a reduction in staffing levels to meet current and expected levels of sales
activity and lower incentive compensation costs of approximately $9,200 year over year. In
addition, SG&A costs were favorably impacted by a reduction of approximately $39,800 in
stock-based compensation costs in 2007 as compared to 2006. As discussed in the Overview
section above, during 2007 we determined that is was improbable that we would achieve the
performance metric related to 410,557 outstanding stock options. This determination resulted
in the reversal of approximately $28,450 in stock-based compensation. In addition, because it
is expected that none of the outstanding stock options that are subject to the performance
metric will vest, we did not record any additional compensation costs related to these options
in the fourth quarter of 2007. SG&A costs were also favorably impacted by a reduction in
marketing costs of approximately $10,000 in 2007 from 2006 due to the aforementioned 14%
reduction in the average number of active communities in the current year.
SG&A expense increased $86,794, or 25%, year over year and as a percentage of revenue
increased to 7.2% in 2006 from 6.7% in 2005. The increase in SG&A expense was primarily
attributable to the implementation of SFAS 123R in 2006, as a result of which we recognized
approximately $53,000 in SG&A compensation costs related to outstanding stock options. We
incurred no compensation costs for outstanding stock options in 2005. Additionally, SG&A
costs were higher as a result of an approximate $29,500 increase in marketing costs
attributable to an increase in the average number of active communities in 2006 as compared to
2005 and to increased marketing efforts required to compete in an increasingly competitive
market.
Consolidated Homebuilding Backlog
The net new order and settlement activity, as discussed above, resulted in a decrease in
backlog units and dollars to 5,145 and $1,910,504, respectively, at December 31, 2007 compared
to 6,388 units and $2,634,720, respectively, at December 31, 2006. The 27% decrease in backlog
dollars was attributable to the 19% decrease in backlog units and an 11% decrease in the
average price of new orders for the six-month period ended December 31, 2007 as compared to the
same period in 2006.
19
Backlog units and dollars were 6,388 and $2,634,720, respectively, at December 31, 2006
compared to backlog units of 8,310 and dollars of $3,673,221 at December 31, 2005. The
decrease in backlog units was due primarily to a 17% decrease in the number of new orders for
the six-month period ended December 31, 2006 as compared to the same period ended December 31,
2005, coupled with a 10% increase in the number of homes settled in 2006 as compared to 2005.
The 28% decrease in backlog dollars was attributable to the 23% decrease in backlog units and a
10% decrease in the average price of new orders for the six-month period ended December 31,
2006 as compared to the same period in 2005.
Reportable Homebuilding 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 at the corporate headquarters. The corporate capital allocation charge
eliminates in consolidation, is based on the segments average net assets employed, and is
charged using a consistent methodology in the years presented. The corporate capital
allocation charged to the operating segment allows the Chief Operating Decision Maker (as
defined in Statement of Financial Accounting Standards No. 131, Disclosure about Segments of
an Enterprise and Related Information) to determine whether the operating segments 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 determination to terminate a lot purchase
agreement with the developer, or to restructure a purchase agreement resulting in the
forfeiture of the deposit. The following tables summarize certain homebuilding operating
activity by reportable segment for each of the last three years:
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Mid Atlantic: |
||||||||||||
Revenues |
$ | 3,099,053 | $ | 3,825,960 | $ | 3,235,053 | ||||||
Settlements (units) |
6,634 | 7,491 | 6,735 | |||||||||
Average settlement price |
$ | 467.0 | $ | 510.4 | $ | 479.9 | ||||||
New Orders (units) |
5,695 | 6,182 | 7,327 | |||||||||
Average new order price |
$ | 436.5 | $ | 479.6 | $ | 526.9 | ||||||
Backlog (units) |
2,726 | 3,665 | 4,974 | |||||||||
Average backlog price |
$ | 447.2 | $ | 499.7 | $ | 541.0 | ||||||
Gross profit margin |
$ | 547,757 | $ | 979,362 | $ | 1,096,565 | ||||||
Gross profit margin percentage |
17.67 | % | 25.60 | % | 33.90 | % | ||||||
Segment profit |
$ | 296,049 | $ | 687,904 | $ | 863,210 | ||||||
North East: |
||||||||||||
Revenues |
$ | 433,631 | $ | 657,338 | $ | 533,662 | ||||||
Settlements (units) |
1,247 | 1,682 | 1,390 | |||||||||
Average settlement price |
$ | 347.7 | $ | 390.7 | $ | 383.9 | ||||||
New Orders (units) |
1,212 | 1,438 | 1,459 | |||||||||
Average new order price |
$ | 338.7 | $ | 371.4 | $ | 400.1 | ||||||
Backlog (units) |
505 | 540 | 784 | |||||||||
Average backlog price |
$ | 338.8 | $ | 359.6 | $ | 404.7 | ||||||
Gross profit margin |
$ | 57,860 | $ | 120,531 | $ | 114,365 | ||||||
Gross profit margin percentage |
13.34 | % | 18.34 | % | 21.43 | % | ||||||
Segment profit |
$ | 12,618 | $ | 64,246 | $ | 66,944 |
20
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Mid East: |
||||||||||||
Revenues |
$ | 860,139 | $ | 965,626 | $ | 944,070 | ||||||
Settlements (units) |
3,321 | 3,571 | 3,404 | |||||||||
Average settlement price |
$ | 257.7 | $ | 268.8 | $ | 275.6 | ||||||
New Orders (units) |
3,160 | 3,244 | 3,544 | |||||||||
Average new order price |
$ | 248.2 | $ | 267.7 | $ | 274.2 | ||||||
Backlog (units) |
1,113 | 1,274 | 1,601 | |||||||||
Average backlog price |
$ | 245.4 | $ | 270.6 | $ | 271.5 | ||||||
Gross profit margin |
$ | 155,738 | $ | 160,494 | $ | 178,114 | ||||||
Gross profit margin percentage |
18.11 | % | 16.62 | % | 18.87 | % | ||||||
Segment profit |
$ | 80,969 | $ | 69,911 | $ | 95,190 | ||||||
South East: |
||||||||||||
Revenues |
$ | 655,364 | $ | 587,312 | $ | 464,958 | ||||||
Settlements (units) |
2,311 | 2,395 | 2,258 | |||||||||
Average settlement price |
$ | 283.6 | $ | 245.2 | $ | 205.9 | ||||||
New Orders (units) |
2,203 | 2,353 | 2,323 | |||||||||
Average new order price |
$ | 290.0 | $ | 263.9 | $ | 220.6 | ||||||
Backlog (units) |
801 | 909 | 951 | |||||||||
Average backlog price |
$ | 308.6 | 290.7 | $ | 242.4 | |||||||
Gross profit margin |
$ | 144,254 | $ | 129,127 | $ | 92,348 | ||||||
Gross profit margin percentage |
22.01 | % | 21.99 | % | 19.86 | % | ||||||
Segment profit |
$ | 89,785 | $ | 79,948 | $ | 52,199 |
Mid Atlantic
2007 versus 2006
The Mid Atlantic segment had an approximate $391,900, or 57%, decrease in segment profit
year over year. Revenues decreased 19% as a result of an 11% decrease in the number of units
settled and a 9% decrease in the average settlement price. The decrease in units settled is
attributable to a 26% lower backlog unit balance at the beginning of the 2007 as compared to
the beginning of 2006, offset partially by a higher backlog turnover rate year over year. The
decrease in the average settlement price is attributable to an 8% lower average price of homes
in beginning backlog year over year. The segments gross profit margin percentage declined in
2007 to 17.7% from 25.6% in 2006, negatively impacted by the 9% decrease in average settlement
prices and current market conditions which resulted in the write-off of approximately $154,000
in contract land deposits in 2007 as compared to approximately $126,000 in impairment charges
in 2006.
Segment new orders were down 8% in 2007 from 2006 and the average selling price declined
by 9%. New orders in the Washington, D.C. and Baltimore, MD sub-markets declined 12% and 6%,
respectively. These declines were primarily the result of a competitive selling environment
driven by a market which continued to deteriorate throughout 2007. This market continues to be
confronted by high levels of new and existing home inventories and tighter credit markets. As
discussed above in the Overview section, the mortgage market turmoil in 2007 has impacted the
availability of jumbo mortgage products which represented approximately 39% of all mortgages
closed in the Washington, D.C. sub-market within this segment. These market conditions have
put significant downward pressure on selling prices and contributed to higher levels of
cancellations within these markets. Cancellation rates for the Mid Atlantic segment increased
to 25% in 2007 from 23% in 2006, with the highest cancellation rates occurring in the
Washington, D.C. sub-market where the cancellation rates increased to 31% in 2007 from 29% in
2006. Additionally, cancellation rates in the Washington, D.C. sub-market increased in the
fourth quarter of 2007 to 46% as compared to 34% in the fourth quarter of 2006. The net new
order and settlement activity for 2007 resulted in a 26% decrease in backlog units at December
31, 2007 as compared to the same period in 2006. Backlog dollars decreased 33%
year over year due to the decrease in backlog units and additionally, to a 12% decrease in
the average selling price for new orders for the six-month period ended December 31, 2007 as
compared to the same period in 2006.
21
2006 versus 2005
The Mid Atlantic segment had an approximate $175,000, or 20%, decrease in segment profit
year over year. Revenues increased 18% as a result of an 11% increase in the number of units
settled and a 6% increase in the average settlement price. We experienced increased home
settlements year over year in each of the markets within the Mid Atlantic segment. Settlements
were up 25% in the Baltimore, MD sub-market from the prior year as several of the development
delays experienced in 2005 were resolved. The segments gross profit margin percentage
declined in 2006 to 25.6% from 33.9% in 2005 as a result of the deteriorating market conditions
which resulted in the write-off of $126,000 in contract land deposits for the year and higher
lot and certain other commodity costs. Segment profits were also negatively impacted by an
increase in SG&A expenses of approximately $34,300, primarily as a result of a $27,200 increase
in selling and marketing costs. The increase in selling and marketing costs was attributable
to a 15% increase in the average number of active communities to 277 in 2006 from 240 in 2005
in addition to increased marketing efforts required to compete in an increasingly competitive
market. In addition, G&A personnel costs were higher by $4,800 year over year.
Segment new orders were down 16% in 2006 from 2005 and the average selling price declined
by 9%. New orders in the Washington, D.C. and Baltimore, MD sub-markets declined 23% and 16%,
respectively. These declines were primarily the result of an increasingly competitive selling
environment driven by affordability issues, declining homebuyer confidence and higher levels
of new and existing home inventories. New orders within the segment were also negatively
impacted by the increase in cancellations. Cancellation rates for the Mid Atlantic segment
increased to 23% in 2006 from 12% in 2005, with the highest cancellation rates occurring in
the Washington, D.C. sub-market where the cancellation rate increased to 29% in 2006 from 14%
in 2005. Backlog units and dollars were down 26% and 32%, respectively, at December 31, 2006
from the same period in 2005. The decrease in backlog units was driven primarily by a
decrease in new orders, coupled with the 11% increase in settlements year over year. The
decrease in backlog dollars is due primarily to the decrease in backlog units and
additionally, to a 15% decrease in the average selling price for new orders for the six-month
period ended December 31, 2006 as compared to the same period in 2005.
North East
2007 versus 2006
The North East segment had an approximate $51,600, or 80%, decrease in segment profit year
over year. Revenues for the same period decreased 34%, or approximately $223,700, primarily as
a result of a 26% decrease in the number of units settled and an 11% decrease in the average
settlement price. The decrease in units settled is attributable to a 31% lower backlog unit
balance at the beginning of the 2007 as compared to the beginning of 2006. The decrease in the
average settlement price is attributable to an 11% lower average price of homes in beginning
backlog year over year. The segments gross profit margin percentage decreased to 13.3% in
2007 from 18.3% in 2006. Segment gross profit margins were negatively impacted by the lower
average settlement prices year over year and by contract land deposit write-offs totaling
approximately $13,600 in 2007 as compared to approximately $10,000 in 2006.
Segment new orders were down 16% year over year and the average selling price for new
orders decreased 9%, as a result of continued pricing pressures in this difficult selling
environment. New orders have also been negatively impacted by an increase in the cancellation
rate in the segment to 19% in 2007 from 13% in 2006. The net new order and settlement activity
for 2007 resulted in a 7% decrease in backlog units at December 31, 2007 as compared to
December 31, 2006. Backlog dollars decreased 12% year over year due to the decrease in
backlog units and to a 10% decrease in the average selling price for new orders for the
six-month period ended December 31, 2007 as compared to the same period in 2006.
22
2006 versus 2005
The North East segment had an approximate $2,700, or 4%, decrease in segment profit year
over year, while revenues for the same periods increased 23%, or approximately $123,700.
Revenues increased primarily as a result of a 21% increase in the number of units settled. The
segments gross profit margin percentage decreased to 18.3% in 2006 from 21.4% in 2005.
Segment gross profit margins were negatively impacted by contract land deposit write-offs
totaling approximately $10,000 in 2006, and higher lot and certain other commodity costs.
Segment profits were also negatively impacted by an approximate $3,100 increase in selling and
marketing costs attributable to a 29% increase in the average number of active communities open
for sale during 2006 as compared to 2005. New orders remained flat from the prior year, while
the average selling price for new orders decreased 7% as a result of a more competitive selling
environment within the segment. Backlog units and dollars declined 31% and 39%, respectively,
as a result of the increase in homes settled, coupled with a 14% decline in new orders for the
six-month period ended December 31, 2006 compared to the same period in 2005.
Mid East
2007 versus 2006
The Mid East segment had an approximate $11,100, or 16%, increase in segment profit year
over year, despite a decrease in revenues for the segment of 11%, or approximately $105,500.
The decrease in revenues is attributable to a 7% decrease in units settled year over year and a
4% decrease in the average settlement price. The segments gross profit margin percentage
increased to 18.1% in 2007 from 16.6% in 2006. The increase in gross profit margins year over
year is attributable to an approximate $8,000 favorable variance in operating costs within the
segment due primarily to lower personnel costs. Gross profit margins were negatively impacted
in each year by the write-off of contract land deposits of approximately $10,800 and $10,000 in
2007 and 2006, respectively. Segment profit was also favorably impacted by an approximate
$7,000 decrease in marketing costs due to a 22% reduction in the average number of active
communities within the segment in 2007 as compared to 2006.
Segment new orders were down 3% year over year and the average selling price for new
orders decreased 7%. New orders were negatively impacted by the aforementioned decrease in the
number of active communities and by deteriorating market conditions throughout 2007, which led
to declining new orders in each successive quarter in 2007. The net new order and settlement
activity resulted in a 13% decrease in backlog units at December 31, 2007 as compared to
December 31, 2006. Backlog dollars were down 21% year over year due to the decrease in backlog
units, coupled with a 9% decrease in the average price on new orders for the six-month period
ended December 31, 2007 as compared to the same period in 2006.
2006 versus 2005
The Mid East segment had an approximate $25,300, or 27%, decrease in segment profit year
over year. Revenues for the segment increased 2%, or approximately $21,600, due to a 5%
increase in units settled year over year. Segment gross profit margin percentage declined to
16.6% in 2006 from 18.9% in 2005. Gross profit margins were negatively impacted by an
approximate $10,000 write-off of contract land deposits in 2006. Segment profits were further
negatively impacted by an increase of approximately $7,300 in selling, general and
administrative costs. Selling and marketing costs increased approximately $3,400 in 2006 as a
result of an 11% increase in the number of active communities open for sale in 2006 as compared
to 2005. General and administrative costs increased primarily as a result of a $3,000 increase
in wages year over year. New orders were down 9% for the year. This decline coupled with the
aforementioned increase in settlements year over year resulted in a decrease in backlog units
and dollars as of December 31, 2006 of 20% and 21%, respectively, as compared to the same
period in 2005.
23
South East
2007 versus 2006
The South East segment had an approximate $9,800, or 12% increase in segment profit year
over year. Revenues for the segment increased approximately $68,100, or 12%, as a result of a
16% increase in the average settlement price, offset partially by a 4% decrease in the number
of units settled. The increase in the average settlement price is attributable to a 20% higher
average price of homes in beginning backlog for 2007 as compared to 2006. The higher value of
homes in beginning backlog was attributable to favorable market conditions in the prior year
which allowed us to increase sales prices, as well as a general shift in sales within the
segment to a larger, higher priced product. The number of settlements is down primarily due to
the 2007 beginning backlog being 4% lower than backlog at the beginning of 2006. Gross profit
margin percentage for the segment in 2007 remained flat with 2006 at 22.0%.
Segment new orders were down 6% year over year, while the average new order price for 2007
increased 10% from 2006. Although the South East segment was not as severely impacted by the
adverse economic conditions experienced in our other reporting segments during the first half
of 2007, the continued tightening in the credit markets and declining consumer confidence has
contributed to increased downward pressure on selling prices and higher levels of cancellations
within this segment. New orders were negatively impacted by a 37% decline in new orders in the
fourth quarter of 2007 as compared to the same period in 2006, as market conditions grew more
challenging within the South East segment. The cancellation rate in the fourth quarter of 2007
increased to 36% compared to 18% in the same period in 2006. In addition, the average selling
price of new orders in the fourth quarter of 2007 was down 2% from the same period in 2006. We
expect these challenging market conditions to continue to put downward pressure on new orders,
average selling prices and gross profit margin percentages in 2008. The net new order and
settlement activity for 2007 resulted in a 12% decrease in backlog units at December 31, 2007
as compared to December 31, 2006. Backlog dollars were down 6% at December 31, 2007 as
compared the December 31, 2006 due to the lower backlog unit balance, offset partially by a 4%
increase in the average sales price of new orders for the six-month period ended December 31,
2007 as compared to the same period in 2006.
2006 versus 2005
The South East segment had an approximate $27,700, or 53%, increase in segment profit year
over year. Revenues for the segment increased approximately $122,400, or 26%, as a result of a
19% increase in the average settlement price and a 6% increase in the number of units settled.
Gross profit margin percentage for the segment increased to 22.0% in 2006 from 19.9% in 2005.
The improved profit margins resulted primarily from favorable market conditions, which provided
us the opportunity to increase prices within each of our markets within the segment. Backlog
units were down 4% year over year due to the increase in the number of units settled coupled
with a 3% decline in new orders for the six-month period ended December 31, 2006 as compared to
new orders for the same period of 2005. Backlog dollars increased 15% as the 4% decline in
backlog units was offset by a 19% increase in the average sales price of new orders for the
six-month period ended December 31, 2006 as compared to the same period in 2005.
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 profit before tax include unallocated corporate overhead (which
includes all management incentive compensation), stock option compensation expense,
consolidation adjustments and external corporate interest expense. Our overhead functions,
such as accounting, treasury, human resources, land acquisition, etc., are centrally performed
and the costs are not allocated to the Companys 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 the Companys operating segments.
Likewise, stock option compensation expense is not charged to the operating segments.
External corporate interest expense is primarily comprised of interest charges on the
Companys outstanding senior notes and working capital line borrowings, and are not charged to
the operating segments because the charges are included in the corporate
capital allocation discussed above.
24
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Homebuilding Consolidated Gross Profit: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 547,757 | $ | 979,362 | $ | 1,096,565 | ||||||
Homebuilding North East |
57,860 | 120,531 | 114,365 | |||||||||
Homebuilding Mid East |
155,738 | 160,494 | 178,114 | |||||||||
Homebuilding South East |
144,254 | 129,127 | 92,348 | |||||||||
Consolidation adjustments and other (1) |
(84,481 | ) | (54,543 | ) | (41,679 | ) | ||||||
Consolidated homebuilding gross profit |
$ | 821,128 | $ | 1,334,971 | $ | 1,439,713 | ||||||
Homebuilding Consolidated Profit Before Tax: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 296,049 | $ | 687,904 | $ | 863,210 | ||||||
Homebuilding North East |
12,618 | 64,246 | 66,944 | |||||||||
Homebuilding Mid East |
80,969 | 69,911 | 95,190 | |||||||||
Homebuilding South East |
89,785 | 79,948 | 52,199 | |||||||||
Reconciling items: |
||||||||||||
Contract land deposit impairments |
(79,002 | ) | (27,717 | ) | (9,950 | ) | ||||||
Stock option expense (2) |
(13,542 | ) | (54,514 | ) | | |||||||
Corporate capital allocation (3) |
152,363 | 184,908 | 149,247 | |||||||||
Unallocated corporate overhead (4) |
(69,975 | ) | (86,363 | ) | (105,364 | ) | ||||||
Consolidation adjustments and other (5) |
28,842 | (3,340 | ) | (11,670 | ) | |||||||
Corporate interest expense |
(12,531 | ) | (17,145 | ) | (13,126 | ) | ||||||
Reconciling items sub-total |
6,155 | (4,171 | ) | 9,137 | ||||||||
Homebuilding consolidated profit
before taxes |
$ | 485,576 | $ | 897,838 | $ | 1,086,680 | ||||||
(1) | The variances in 2007 compared to 2006 and 2006 compared to 2005 are due to year over year increases in contract land deposit impairments recorded at the corporate level of approximately $51,000 and $18,000, respectively, offset partially by changes in operating activity year to year. | |
(2) | The change in 2007 compared to 2006 is due to the reversal of stock-based compensation costs of $29,350 during the third quarter of 2007 (see Note 9 to the accompanying financial statements). The increase from 2005 to 2006 is due to the adoption of SFAS 123R at January 1, 2006. | |
(3) | This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The increase in the corporate capital allocation charge from 2005 to 2006, and the subsequent decrease from 2006 to 2007 are due to changes in segment asset balances in each of the respective years, due to fluctuations in operating activity year over year. The corporate capital allocation charge is based on the segments monthly average asset balance, and is as follows for the years presented: |
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Homebuilding Mid Atlantic |
$ | 106,032 | $ | 131,823 | $ | 101,794 | ||||||
Homebuilding North East |
14,669 | 19,533 | 15,904 | |||||||||
Homebuilding Mid East |
17,381 | 21,235 | 21,126 | |||||||||
Homebuilding South East |
14,281 | 12,317 | 10,423 | |||||||||
Total |
$ | 152,363 | $ | 184,908 | $ | 149,247 | ||||||
25
(4) | The decreases in unallocated corporate overhead are primarily driven by a reduction in management incentive costs and reduced personnel and other overhead costs as part of our focus to size our organization to meet current activity levels. | |
(5) | The favorable variances from year-to-year are primarily due to increased interest income due to higher average cash balances and decreased operating activity. |
Mortgage Banking Segment
We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (NVRM), a
wholly owned subsidiary. NVRM focuses almost exclusively on serving the homebuilding segments
customer base. Following is a table of financial and statistical data for the years ended
December 31, 2007, 2006 and 2005:
2007 | 2006 | 2005 | ||||||||||
Loan closing volume: |
||||||||||||
Total principal |
$ | 3,225,324 | $ | 3,918,206 | $ | 3,388,118 | ||||||
Loan volume mix: |
||||||||||||
Adjustable rate mortgages |
17 | % | 37 | % | 46 | % | ||||||
Fixed-rate mortgages |
83 | % | 63 | % | 54 | % | ||||||
Operating Profit: |
||||||||||||
Segment Profit |
$ | 54,576 | $ | 68,753 | $ | 57,739 | ||||||
Stock option expense |
(647 | ) | (3,620 | ) | | |||||||
Mortgage banking
income before tax |
$ | 53,929 | $ | 65,133 | $ | 57,739 | ||||||
Capture rate: |
$ | 85 | % | 86 | % | 87 | % | |||||
Mortgage Banking Fees: |
||||||||||||
Net gain on sale of loans |
$ | 60,128 | $ | 72,700 | $ | 62,279 | ||||||
Title services |
20,304 | 24,081 | 21,072 | |||||||||
Servicing fees |
723 | 1,107 | 1,253 | |||||||||
$ | 81,155 | $ | 97,888 | $ | 84,604 | |||||||
Loan closing volume for the year ended December 31, 2007 decreased 18% from 2006. The
2007 decrease was primarily attributable to a 5% decrease in the average loan amount, and a
year over year 13% decrease in the number of units closed. The decrease in the average loan
amount reflects the aforementioned decrease in the homebuilding segments average settlement
prices. The unit decrease for the year ended December 31, 2007 reflects a decrease in the
number of settlements by the homebuilding segment and a 1% decrease in the percentage of loans
closed for NVRs homebuyers who obtain a mortgage to purchase the home (Capture Rate).
Segment profit for the year ended December 31, 2007 decreased approximately $14,200 from
2006. The decrease was primarily due to a decrease in mortgage banking fees attributable to
the aforementioned decrease in closed loan volume and a reduction in fees charged to customers
to assist our selling efforts in the homebuilding segment. The decrease to mortgage banking
fees was partially offset by an approximate $5,400 decrease in costs during 2007 related to the
contractual repayment of loan sale income to investors for loans that were paid in full within
a set number of days following the sale of the loan and an increase in the percentage of fixed
rate loans in the product mix. Traditionally, fixed rate mortgages have been more profitable
than adjustable rate mortgages. In the second half of 2006, with the change in interest rates,
the rate differential between fixed rate and adjustable rate mortgages narrowed. As a result,
we saw a shift to these more profitable products, which remained favorable throughout 2007.
26
As noted above, due to the continued earnings decline resulting from the deterioration in
market conditions and our expectation that market conditions will not improve in the near term, the
2007 year-to-date NVRM results were also impacted by the determination that it is improbable that
we will achieve the performance metric related to certain outstanding stock options. This
determination resulted in the reversal of approximately $2,150 of pre-tax stock-based compensation
costs recognized in prior periods.
Loan closing volume for the year ended December 31, 2006 increased 16% from 2005. The
2006
increase was primarily attributable to a 7% increase in the average loan amount, and a year
over year 8% increase in the number of units closed. The increase in the average loan amount
reflects the aforementioned increase in the homebuilding segments average settlement prices.
The unit increase for the year ended December 31, 2006 reflects an increase in the number of
settlements by the homebuilding segment offset slightly by a 1% decrease in NVRs capture rate.
Segment profit for the year ended December 31, 2006 increased approximately $11,000 from
2005. The increase was primarily due to an increase in mortgage banking fees attributable to
the aforementioned increase in closed loan volume and the product mix shift towards fixed rate
mortgages. The increase to mortgage banking fees was net of an approximate $2,600 increase in
costs during 2006 related to the contractual repayment of loan sale income to investors for
loans that were paid in full within a set number of days following the sale of the loan.
NVRM is dependent on our homebuilding segments customers for business. As sales and
selling prices of the homebuilding segment decline, NVRMs operations will also be adversely
affected. In many cases, NVRM is reducing the fees charged to its borrowers in an effort to
assist our selling efforts, and is likely to continue doing so in the foreseeable future, which
will adversely impact the mortgage segments future results. In addition, the mortgage
companys operating results may be adversely affected in future periods due to the tightening
credit markets. Specifically, secondary markets for non-conforming loans and loans where
buyers put little or no money down on the home have experienced a substantial reduction in the
number of investors willing to purchase such products. The decrease of secondary liquidity for
these products has led to a tightening of credit standards and in turn, reduced the number of
potential homebuyers, and thus the number of potential borrowers for the mortgage segment.
Seasonality
Overall, we do not experience material seasonal fluctuations in sales, settlements or
loan closings.
Effective Tax Rate
Our consolidated effective tax rate in 2007, 2006 and 2005 was 38.1%, 39.0% and 39.0%,
respectively. The lower effective tax rate in 2007 is primarily due to the favorable tax
impact of the increased deduction for domestic production activities available to the Company
under Internal Revenue Code Section 199, which was established by the American Jobs Creation
Act of 2004.
Recent Accounting Pronouncements Pending Adoption
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,
Fair Value Measurements (SFAS 157). SFAS 157 provides guidance for using fair value to
measure assets and liabilities and expands disclosures about fair value measurements. SFAS 157
is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB
issued FASB Staff Position FAS 157-2 which delays the effective date of SFAS 157 for
nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15,
2008. We do not expect that the adoption of SFAS 157 will have a material impact on our
financial statements.
In November 2006, the FASB ratified EITF Issue No. 06-8, Applicability of the Assessment
of a Buyers Continuing Investment Under FASB Statement No. 66, Accounting for Sales of Real
Estate, for Sales of Condominiums. EITF 06-8 states that the adequacy of the buyers
continuing investment under SFAS 66 should be assessed in determining whether to recognize
profit under the percentage-of-completion method on the sale of individual units in a
condominium project. This consensus could require that additional deposits be collected by
developers of condominium projects that wish to recognize profit during the construction period
under the percentage-of-completion method. EITF 06-8 is effective for us beginning January 1,
2008. We do not expect that the adoption of EITF 06-8 will have a material impact on our
financial statements.
27
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 (SFAS
159). The statement
permits entities to choose to measure certain financial assets and liabilities at fair
value. Unrealized gains and losses on items for which the fair value option has been elected
are reported in earnings. SFAS 159 is effective for us beginning January 1, 2008. We do not
expect the adoption of SFAS 159 to have a material impact on our financial statements.
In November 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings (SAB 109), which
revises and rescinds portions of SAB 105, Application of Accounting Principles to Loan
Commitments. SAB 109 states that the expected net future cash flows related to the associated
servicing of a loan should be included in the measurements of all written loan commitments that
are accounted for at fair value through earnings. The provisions of SAB 109 are applicable to
written loan commitments issued or modified in fiscal quarters beginning after December 15,
2007. We do not expect that the adoption of SAB 109 will have a material impact on our
financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a
noncontrolling interest as equity in the consolidated financial statements and separate from
the parents equity. The amount of net income attributable to the noncontrolling interest will
be included in consolidated net income on the face of the income statement. SFAS 160 clarifies
that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial
interest. In addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also
includes expanded disclosure requirements regarding the interests of the parent and its non
controlling interests. SFAS 160 is effective for us beginning January 1, 2009. We are
currently evaluating the impact of the adoption of SFAS 160.
In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations (SFAS
141(R)). SFAS 141(R) expands on the guidance of SFAS 141, extending its applicability to all
transactions and other events in which an entity obtains control over one or more other
businesses. It broadens the fair value measurement and recognition of assets acquired,
liabilities assumed and interests transferred as a result of business combinations. SFAS
141(R) expands on required disclosures to improve the statement users abilities to evaluate
the nature and financial effects of business combinations. SFAS 141(R) is effective for any
acquisitions made on or after January 1, 2009.
Liquidity and Capital Resources
Lines of Credit and Notes Payable
Our 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 provides for borrowings of up to $600,000,
subject to certain borrowing base limitations. The Facility expires in December 2010 and
outstanding amounts bear interest at either (i) the prime rate or (ii) London Interbank
Offering Rate (LIBOR) plus applicable margin as defined within the Facility. Up to $150,000
of the Facility is currently available for issuance in the form of letters of credit, of which
$17,199 was outstanding at December 31, 2007. The Facility contains various affirmative and
negative covenants. The negative covenants include among others, certain limitations on
transactions involving the creation of guarantees, sale of assets, acquisitions, mergers,
investments and land purchases. Additional covenants include (i) a minimum adjusted
consolidated tangible net worth requirement, (ii) a maximum leverage ratio requirement, and
(iii) an interest coverage ratio requirement. These covenants restrict the amount that we
would be able to pay in dividends each year. We are also subject to borrowing base
restrictions if our senior debt rating falls below investment grade. At December 31, 2007, we
were in compliance with all covenants under the Facility and we have maintained our investment
grade rating on our senior debt. Additionally, at December 31, 2007, there were no borrowing
base limitations reducing the
amount available to us for borrowings and we had no direct borrowings outstanding under the
Facility.
28
NVRs mortgage banking segment provides for its mortgage origination and other operating
activities using cash generated from operations as well as various short-term credit
facilities. NVRM has available an annually renewable mortgage warehouse facility (the
Revolving Credit Agreement) with an aggregate borrowing limit of $125,000. The Revolving
Credit Agreement is used to fund NVRMs mortgage origination activities, under which $83,463
was outstanding at December 31, 2007. As of December 31, 2007, the borrowing base limitation
reduced the amount available to us for borrowing to approximately $101,000. The Revolving
Credit Agreement expires in August 2008. The interest rate under the Revolving Credit
Agreement is either: (i) LIBOR plus 1.0%, or (ii) 1.125% depending on whether NVRM provides
compensating balances. The weighted average interest rate for amounts outstanding under the
Revolving Credit Agreement was 4.5% during 2007. NVRMs mortgage warehouse facility limits the
ability of NVRM to transfer funds to NVR in the form of dividends, loans or advances. In
addition, NVRM is required to maintain a minimum net worth of $14,000.
On January 20, 1998, we filed a shelf registration statement with the Securities and
Exchange Commission (SEC) for the issuance of up to $400,000 of debt securities (the 1998
Shelf Registration). The 1998 Shelf Registration statement was declared effective on February
27, 1998 and provides that securities may be offered from time to time in one or more series,
and in the form of senior or subordinated debt.
On June 17, 2003, we completed an offering, at par, for $200,000 of 5% Senior Notes due
2010 (the Notes) under the 1998 Shelf Registration. The Notes mature on June 15, 2010 and
bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on
December 15, 2003. The Notes are general unsecured obligations and rank equally in right of
payment with all of our existing and future unsecured senior indebtedness and indebtedness
under our working capital credit facility. The Notes are senior in right of payment to any
future subordinated indebtedness that we may incur. We may redeem the Notes, in whole or in
part, at any time upon not less than 30 nor more than 60 days notice at a redemption price
equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, or (b)
the discounted present value of the remaining scheduled payments of the Notes to be redeemed,
plus, in each case, accrued and unpaid interest. Upon completion of the 2003 Notes offering,
we had $55,000 remaining available for issuance under the 1998 Shelf Registration.
On May 27, 2004, we filed a shelf registration statement (the 2004 Shelf Registration)
with the SEC to register up to $1,000,000 for future offer and sale of debt securities, common
shares, preferred shares, depositary shares representing preferred shares and warrants. The
SEC declared the 2004 Shelf Registration effective on June 15, 2004. NVR expects to use the
proceeds received from future offerings issued under the 2004 Shelf Registration and the 1998
Shelf Registration for general corporate purposes. This discussion of our shelf
registration capacity does not constitute an offer of any securities for sale.
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 10(b)-18 of the
Securities and Exchange Act of 1934, as amended. 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/401K Plan Trust or Employee
Stock Ownership Plan Trust. The repurchase program assists us in accomplishing our primary
objective, creating increases in shareholder value. We did not repurchase any shares of our
common stock during the fourth quarter of 2007. For the year ended December 31, 2007, we
repurchased approximately 785,000 shares of our common stock at an aggregate purchase price of
$507,472.
29
Cash Flows
As shown in the consolidated statement of cash flows for the year ended December 31,
2007, our operating activities provided cash of $558,766. Cash was provided primarily by
homebuilding operations and a reduction in our homebuilding inventories of approximately
$45,000 due to a reduction in the number of homes under construction at the end of 2007 as
compared to the same period in 2006. Cash was also provided by an approximate $71,000
decrease in mortgage loans held for sale. The presentation of operating cash flows was
reduced by approximately $69,000, which is the amount of the excess tax benefit realized from
the exercise of stock options during the period and credited directly to additional paid in
capital. As required by SFAS 123R, which we adopted effective January 1, 2006, excess tax
benefits credited directly to additional-paid-in capital resulting from stock-based
compensation must be presented as an operating cash outflow and a financing cash inflow.
Net cash used for investing activities was $9,315 for the year ended December 31, 2007,
and was used primarily for property and equipment purchases.
Net cash used for financing activities was $441,361 for the year ended December 31, 2007.
During 2007, we repurchased approximately 785,000 shares of our common stock at an aggregate
purchase price of approximately $507,500 under our ongoing common stock repurchase program as
discussed in the Equity Repurchases section above. We also reduced net borrowings under the
mortgage warehouse facility by approximately $70,000. The presentation of financing cash flows
was favorably impacted by approximately $68,000 of proceeds from the exercise of stock options
and the realization of approximately $69,000 in excess income tax benefits from the exercise of
stock options, which pursuant to SFAS 123R, must be reported as a financing cash inflow.
At December 31, 2007, the homebuilding segment had restricted cash of $6,192, which
relates to customer deposits on certain home sales.
We believe that cash generated from operations and borrowings available under our credit
facilities and the public debt markets will be sufficient to satisfy near and long term cash
requirements for working capital and debt service in both our homebuilding and mortgage
banking operations.
Off Balance Sheet Arrangements
Lot Acquisition Strategy
We do not engage in the land development business. Instead, we acquire finished building
lots at market prices from various development entities under fixed price purchase agreements
that require deposits that may be forfeited if we fail to perform under the agreement. The
deposits required under the purchase agreements are in the form of cash or letters of credit in
varying amounts and represent a percentage, typically ranging up to 10%, of the aggregate
purchase price of the finished lots.
We believe that our lot acquisition strategy reduces the financial requirements and risks
associated with direct land ownership and land development. We may, at our option, choose for
any reason and at any time not to perform under these purchase agreements by delivering notice
of our intent not to acquire the finished lots under contract. Our sole legal obligation and
economic loss for failure to perform under these purchase agreements is limited to the amount
of the deposit pursuant to the liquidating damage provision contained within the purchase
agreements. We do not have any financial guarantees or completion obligations and we do not
guarantee lot purchases on a specific performance basis under these purchase agreements.
30
At December 31, 2007, we controlled approximately 67,600 lots with an aggregate purchase
price of approximately $6,900,000, by making or committing to make deposits of approximately
$405,000 in the form of cash and letters of credit. Our entire risk of loss pertaining to the
aggregate $6,900,000 contractual commitment resulting from our non-performance under the
contracts is limited to the $338,000 deposit paid, plus the additional $67,000 deposits
referred to below. Of the $405,000 deposit total, approximately
$329,000 in cash and approximately $9,000 in letters of credit have been issued as of
December 31, 2007 and subsequent to December 31, 2007, we will pay $67,000 in additional
deposits assuming that contractual development milestones are met by the developers (see
Contractual Obligations section below). Please refer to Note 3 to the consolidated financial
statements for a description of our lot acquisition strategy in relation to our accounting
under FIN 46R, Consolidation of Variable Interest Entities.
Bonds and Letters of Credit
We enter into bond or letter of credit arrangements with local municipalities, government
agencies, or land developers to collateralize our obligations under various contracts. We had
$31,341 of contingent obligations under such agreements as of December 31, 2007 (inclusive of
the $9,000 of lot acquisition deposits in the form of letters of credit discussed above). We
believe we will fulfill our obligations under the related contracts and do not anticipate any
material losses under these bonds or letters of credit.
Mortgage Commitments and Forward Sales
In the normal course of business, our mortgage banking segment enters into contractual
commitments to extend credit to buyers of single-family homes with fixed expiration dates. The
commitments become effective when the borrowers lock-in a specified interest rate within time
frames established by us. All mortgagors are evaluated for credit worthiness prior to the
extension of the commitment. To mitigate the effect of the interest rate risk inherent in
providing rate lock commitments to borrowers, we enter into optional or mandatory delivery
forward sale contracts to sell whole loans and mortgage-backed securities to broker/dealers.
The forward sale contracts lock in an interest rate and price for the sale of loans similar to
the specific rate lock commitments classified as derivatives. Both the rate lock commitments
to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives,
and, accordingly, are marked to market through earnings. At December 31, 2007, there were
contractual commitments to extend credit to borrowers aggregating approximately $144,000, and
open forward delivery sale contracts aggregating approximately $239,000.
Contractual Obligations
Our fixed, non-cancelable obligations as of December 31, 2007, were as follows:
Payments due by period | ||||||||||||||||||||
Less than | 1-3 | 3-5 | More than | |||||||||||||||||
Total | 1 year | years | years | 5 years | ||||||||||||||||
Debt (a) |
$ | 308,463 | $ | 93,463 | $ | 215,000 | $ | | $ | | ||||||||||
Capital leases (b) |
4,423 | 484 | 1,281 | 1,289 | 1,369 | |||||||||||||||
Operating leases (c) |
99,864 | 26,660 | 33,068 | 15,295 | 24,841 | |||||||||||||||
Purchase obligations (d) |
67,000 | * | * | * | * | |||||||||||||||
Executive officer employment
contracts (e) |
8,115 | 1,705 | 6,410 | | | |||||||||||||||
Other long-term liabilities (f) |
31,403 | 28,410 | 2,993 | | | |||||||||||||||
Total |
$ | 519,268 | $ | 150,722 | $ | 258,752 | $ | 16,584 | $ | 26,210 | ||||||||||
31
(a) | Payments include interest payments due on the 5% Senior Notes due 2010. See Note 6 of the Notes to Consolidated Financial Statements for additional information regarding debt and related matters. | |
(b) | The present value of these obligations is included on the Consolidated Balance Sheets. See Note 6 of the Notes to the Consolidated Financial Statements for additional information regarding capital lease obligations. | |
(c) | See Note 10 of the Notes to Consolidated Financial Statements for additional information regarding operating leases. | |
(d) | (*) | Amounts represent required payments of forfeitable deposits with land developers under existing, fixed price purchase agreements, assuming that contractual development milestones are met by the developers. We expect to make all payments of these deposits within the next three years but due to the nature of the contractual development milestones that must be met, we are unable to accurately estimate the portion of the deposit obligation that will be made within one year and that portion that will be made within one to three years. In addition to the $67,000 to be paid pursuant to the prior discussion, as of December 31, 2007, we had capitalized forfeitable deposits for fixed price purchase agreements with developers totaling approximately $329,000, and outstanding letters of credit of approximately $9,000. |
(e) | We have entered into employment agreements with four of our executive officers. Each of the agreements expires on January 1, 2011 and provides for payment of a minimum base salary, which may be increased at the discretion of the Compensation Committee of NVRs Board of Directors (the Compensation Committee), and annual incentive compensation of up to 100% of base salary upon achievement of annual performance objectives established by the Compensation Committee. The agreements also provide for payment of severance benefits upon termination of employment, in amounts ranging from $0 to two times the executive officers then annual base salary, depending on the reason for termination, plus up to $60 in outplacement assistance. Accordingly, total payments under these agreements will vary based on length of service, any future increases to base salaries, annual incentive payments earned, and the reason for termination. The agreements have been reflected in the above table assuming the continued employment of the executive officers for the full term of the respective agreements, and at the executive officers current base salaries, with the exception of our Executive Chairman whose salary is included in the above table at $0 for 2008 and $1,500 thereafter. The above balances do not include any potential annual incentive compensation. The actual amounts paid could differ from that presented. | |
(f) | Amounts represent payments due under incentive compensation plans and are included on the Consolidated Balance Sheet, $3,400 of which is recorded in the Mortgage Banking accounts payable and other liabilities line item. |
Critical Accounting Policies
General
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. We continually evaluate the estimates we use to prepare
the consolidated financial statements, and update those estimates as necessary. In general, our
estimates are based on historical experience, on information from third party professionals, and
other various assumptions that are believed to be reasonable under the facts and circumstances.
Actual results could differ materially from those estimates made by management.
Variable Interest Entities
Revised Financial Interpretation No. 46 (FIN 46R), Consolidation of Variable Interest
Entities, requires the primary beneficiary of a variable interest entity to consolidate that
entity in its financial statements. The primary beneficiary of a variable interest entity is
the party that absorbs a majority of the variable interest entitys expected losses, receives a
majority of the entitys expected residual returns, or both, as a result of ownership,
contractual, or other financial interests in the entity. Expected losses are the expected
negative variability in the fair value of an entitys net assets exclusive of its variable
interests, and expected residual returns are the expected positive variability in the fair
value of an entitys net assets, exclusive of its variable interests.
32
Forward contracts, such as the fixed price purchase agreements utilized by us to acquire
finished lot inventory, are deemed to be variable interests under FIN 46R. Therefore, the
development entities with which we enter fixed price purchase agreements are examined under FIN
46R for possible consolidation by us, including certain joint venture limited liability
corporations (LLCs) utilized by us to acquire finished lots on a limited basis. We have
developed a methodology to determine whether we, or, conversely, the owner(s) of the applicable
development entity, are the primary beneficiary of a development entity. The methodology used
to evaluate our primary beneficiary status requires substantial management judgment and
estimates. These judgments and estimates involve assigning probabilities to various estimated
cash flow possibilities relative to the development entitys expected profits and losses and
the cash flows associated with changes in
the fair value of finished lots under contract. Although we believe that our accounting
policy is designed to properly assess our primary beneficiary status relative to our
involvement with the development entities from which we acquire finished lots, changes to the
probabilities and the cash flow possibilities used in our evaluation could produce widely
different conclusions regarding whether we are or are not a development entitys primary
beneficiary, possibly resulting in additional, or fewer, development entities being
consolidated on our financial statements. See Note 3 to the accompanying financial statements
for further information.
Homebuilding Inventory
The carrying value of inventory is stated at the lower of cost or market value. Cost of
lots and completed and uncompleted housing units represent the accumulated actual cost of the
units. Field construction supervisors salaries and related direct overhead expenses are
included in inventory costs. Interest costs are not capitalized into inventory. Upon
settlement, the cost of the unit is expensed on a specific identification basis. Cost of
manufacturing materials is determined on a first-in, first-out basis. Recoverability and
impairment, if any, is primarily evaluated by analyzing sales of comparable assets. We believe
that our accounting policy is designed to properly assess the carrying value of homebuilding
inventory.
Contract Land Deposits
We purchase finished lots under fixed price purchase agreements that require deposits that
may be forfeited if we fail to perform under the contract. The deposits are in the form of
cash or letters of credit in varying amounts and represent a percentage of the aggregate
purchase price of the finished lots. We maintain an allowance for losses on contract land
deposits that we believe is sufficient to provide for losses in the existing contract land
deposit portfolio. The allowance reflects our judgment of the present loss exposure at the end
of the reporting period, considering market and economic conditions, sales absorption and
profitability within specific communities and terms of the various contracts. Although we
consider the allowance for losses on contract land deposits reflected on the December 31, 2007
balance sheet to be adequate (see Note 1 to the accompanying consolidated financial
statements), there can be no assurance that this allowance will prove to be adequate over time
to cover losses due to unanticipated adverse changes in the economy or other events adversely
affecting specific markets or the homebuilding industry.
Intangible Assets
Reorganization value in excess of identifiable assets (excess reorganization value),
goodwill, and indefinite life intangible assets are not subject to amortization under SFAS No.
142, Goodwill and Other Intangible Assets (SFAS 142). Rather, excess reorganization value,
goodwill, and other intangible assets are subject to at least an annual assessment for
impairment by applying a fair-value based test. We continually evaluate whether events and
circumstances have occurred that indicate that the remaining value of excess reorganization
value, goodwill, and other intangible assets may not be recoverable. We completed an
assessment of impairment during the first and fourth quarters of 2007, and as of December 31,
2007, we believe that excess reorganization value, goodwill, and other intangible assets were
not impaired. This conclusion is based on managements judgment, considering such factors as
our history of operating success, our well-recognized brand names, the significant positions
held in the markets in which we operate and our expected future cash flows. However, changes
in strategy or adverse changes in market conditions could impact this judgment and require an
impairment loss to be recognized for the amount that the carrying value of excess
reorganization value, goodwill, and/or other intangible assets exceeds their fair value.
33
Warranty/Product Liability Accruals
Warranty and product liability accruals are established to provide for estimated future
costs as a result of construction and product defects, product recalls and litigation
incidental to our business. Liability estimates are determined based on our judgment
considering such factors as historical experience, the likely 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 evaluations by
our General Counsel and outside counsel retained to handle specific product liability cases.
Although we consider the warranty and product liability accrual reflected on the December 31,
2007 balance sheet (see Note 10 to the accompanying consolidated financial statements) to be
adequate, there can be no assurance that this accrual will prove to be adequate over time to
cover losses due to increased costs for material and labor, the inability or refusal of
manufacturers or subcontractors to financially participate in corrective action, unanticipated
adverse legal settlements, or other unanticipated changes to the assumptions used to estimate
the warranty and product liability accrual.
Stock Option Expense
SFAS No. 123R, Share-Based Payment, requires us to recognize within our income statement
compensation costs related to our stock based compensation plans. The costs recognized are
based on the grant date fair value. Compensation cost for service-only option grants is
recognized on a straight-line basis over the requisite service period for the entire award
(from the date of grant through the period of the last separately vesting portion of the
grant). Compensation cost for performance condition option grants is recognized on a
straight-line basis over the requisite service period for each separately vesting portion of
the award as if the award was, in substance, multiple awards (graded vesting attribution
method), and if the performance condition is expected to be met.
We calculate the fair value of our non-publicly traded, employee stock options using the
Black-Scholes option-pricing model. While the Black-Scholes model is a widely accepted method
to calculate the fair value of options, its results are dependent on input variables, two of
which, expected term and expected volatility, are significantly dependent on managements
judgment. We have concluded that our historical exercise experience is the best estimate of
future exercise patterns to determine an options expected term. To estimate expected
volatility, we analyze the historical volatility of our common stock. Changes in managements
judgment of the expected term and the expected volatility could have a material effect on the
grant-date fair value calculated and expensed within the income statement. In addition, we are
required to estimate future option forfeitures when considering the amount of stock-based
compensation costs to record. We have concluded that our historical forfeiture rate is the
best measure to estimate future forfeitures of granted stock options. However, there can be no
assurance that our future forfeiture rate will not be materially higher or lower than our
historical forfeiture rate, which would affect the aggregate cumulative compensation expense
recognized.
In addition, when recognizing stock based compensation cost related to performance
condition option grants, we are required to make a determination as to whether the performance
conditions will be met prior to the completion of the actual performance period. The
performance metric requires our aggregate diluted earnings per share for the years ended
December 31, 2005 through December 31, 2008 to exceed $339.00 per share. While we currently
believe that this performance condition will not be satisfied, our future expected activity
levels could cause us to make a different determination, resulting in the recognition of all
compensation cost related to performance condition option grants that would otherwise have been
recognized to date. Although we believe that the compensation costs recognized during the year
ended December 31, 2007 are representative of the cumulative ratable amortization of the
grant-date fair value of unvested options outstanding and expected to be exercised, changes to
the estimated input values such as expected term and expected volatility and changes to the
determination of whether performance condition grants will vest, could produce widely different
fair values. See Notes 1 and 9 to the accompanying consolidated financial statements included
herein for additional information on our adoption of SFAS 123R.
34
Impact of Inflation, Changing Prices and Economic Conditions
See Risk Factors included in Item 1A herein.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Market risk is the risk of loss arising from adverse changes in market prices and interest
rates. Our market risk arises from interest rate risk inherent in our financial instruments.
Interest rate risk is the
possibility that changes in interest rates will cause unfavorable changes in net income or in
the value of interest rate-sensitive assets, liabilities and commitments. Lower interest rates
tend to increase demand for mortgage loans for home purchasers, while higher interest rates
make it more difficult for potential borrowers to purchase residential properties and to
qualify for mortgage loans. We have no market rate sensitive instruments held for speculative
or trading purposes.
Our mortgage banking segment is exposed to interest rate risk as it relates to its lending
activities. The mortgage banking segment originates mortgage loans, which are either sold
through optional or mandatory forward delivery contracts into the secondary markets. All of
the mortgage banking segments loan portfolio is held for sale and subject to forward sale
commitments. NVRM also sells all of its mortgage servicing rights on a servicing released
basis.
Our homebuilding segment generates operating liquidity and acquires capital assets through
fixed-rate and variable-rate debt. The homebuilding segments primary debt is a variable-rate
working capital revolving credit facility that currently provides for unsecured borrowings up
to $600,000, subject to certain borrowing base limitations. The Facility expires in December
2010 and outstanding amounts bear interest at either (i) the prime rate or (ii) LIBOR plus
applicable margin as defined within the Facility. There were no borrowings under the Facility
during 2007.
NVRM generates operating liquidity primarily through the mortgage warehouse facility,
which had a borrowing limit of $125,000 at December 31, 2007. The mortgage warehouse facility
is used to fund NVRMs mortgage origination activities. The interest rate under the mortgage
warehouse facility is either: (i) LIBOR plus 1.0%, or (ii) 1.125% to the extent that NVRM
provides compensating balances. The weighted-average interest rate for amounts outstanding
under the mortgage warehouse facility was 4.5% during 2007.
The following table represents the contractual balances of our on-balance sheet financial
instruments at the expected maturity dates, as well as the fair values of those on-balance
sheet financial instruments at December 31, 2007. The expected maturity categories take into
consideration the actual and anticipated amortization of principal and do not take into
consideration the reinvestment of cash or the refinancing of existing indebtedness. Because we
sell all of the mortgage loans we originate into the secondary markets, we have made the
assumption that the portfolio of mortgage loans held for sale will mature in the first year.
Consequently, outstanding warehouse borrowings are also assumed to mature in the first year.
35
Maturities (000s)
Fair | ||||||||||||||||||||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total | Value | |||||||||||||||||||||||||
Mortgage banking segment |
||||||||||||||||||||||||||||||||
Interest rate sensitive assets: |
||||||||||||||||||||||||||||||||
Mortgage loans held for sale |
$ | 107,524 | | | | | | $ | 107,524 | $ | 107,548 | |||||||||||||||||||||
Average interest rate |
6.2 | % | | | | | | 6.2 | % | |||||||||||||||||||||||
Interest rate sensitive liabilities: |
||||||||||||||||||||||||||||||||
Variable rate warehouse line of credit |
$ | 83,463 | | | | | | $ | 83,463 | $ | 83,463 | |||||||||||||||||||||
Average interest rate (a) |
3.6 | % | | | | | | 3.6 | % | |||||||||||||||||||||||
Other: |
||||||||||||||||||||||||||||||||
Forward trades of mortgage-backed
securities (b) |
$ | (932 | ) | | | | | | $ | (932 | ) | $ | (932 | ) | ||||||||||||||||||
Forward loan commitments (b) |
722 | | | | | | 722 | 722 | ||||||||||||||||||||||||
Homebuilding segment |
||||||||||||||||||||||||||||||||
Interest rate sensitive assets: |
||||||||||||||||||||||||||||||||
Interest-bearing deposits |
$ | 598,000 | | | | | | $ | 598,000 | $ | 598,000 | |||||||||||||||||||||
Average interest rate |
3.1 | % | | | | | | 3.1 | % | |||||||||||||||||||||||
Interest rate sensitive liabilities: |
||||||||||||||||||||||||||||||||
Fixed rate obligations (c) |
$ | 115 | $ | 302 | $ | 200,353 | $ | 402 | $ | 456 | $ | 1,192 | $ | 202,820 | $ | 204,340 | ||||||||||||||||
Average interest rate |
5.1 | % | 5.1 | % | 5.2 | % | 13.1 | % | 13.2 | % | 13.3 | % | 5.2 | % |
(a) | Average interest rate is net of credits received for compensating cash balances. | |
(b) | Represents the fair value recorded pursuant to SFAS 133. | |
(c) | The $200,353 maturing in 2010 includes $200,000 for NVRs 5% Senior Notes due June 2010. |
36
Item 8. Financial Statements and Supplementary Data.
The financial statements listed in Item 15 are filed as part of this report and are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure 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 the principal executive
officer and principal financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934.
Based on that evaluation, the principal executive officer and principal financial officer
concluded that the design and operation of these disclosure controls and procedures as of
December 31, 2007 were effective to ensure that information required to be disclosed in our
reports under the Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules
and forms and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
There have been no changes in our internal controls over financial reporting identified
in connection with the evaluation referred to above that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.
Managements Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and
Exchange Act of 1934. Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control Integrated Framework, our management concluded that our internal control
over financial reporting was effective as of December 31, 2007. Our internal control over
financial reporting as of December 31, 2007 has been audited by KPMG LLP, an independent
registered public accounting firm, as stated in their attestation report which is included
herein.
Item 9B. Other Information.
None.
37
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Item 10 is hereby incorporated by reference to our Proxy Statement expected to be filed
with the Securities and Exchange Commission on or prior to April 29, 2008. Reference is also
made regarding our executive officers to Executive Officers of the Registrant following Item
4 of Part I of this report.
Item 11. Executive Compensation.
Item 11 is hereby incorporated by reference to our Proxy Statement expected to be filed
with the Securities and Exchange Commission on or prior to April 29, 2008.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Security ownership of certain beneficial owners and management is hereby incorporated by
reference to our Proxy Statement expected to be filed with the Securities and Exchange
Commission on or prior to April 29, 2008.
Equity Compensation Plan Information
The table below sets forth information as of the end of our 2007 fiscal year for (i) all
equity compensation plans approved by our shareholders and (ii) all equity compensation plans
not approved by our shareholders:
Number of | ||||||||||||
securities | ||||||||||||
Number of | remaining | |||||||||||
securities to | available for | |||||||||||
be issued | Weighted- | future issuance | ||||||||||
upon | average | under equity | ||||||||||
exercise of | exercise | compensation | ||||||||||
outstanding | price of | plans | ||||||||||
options, | outstanding | (excluding | ||||||||||
warrants | options, | securities | ||||||||||
and | warrants | reflected in the | ||||||||||
Plan category | rights | and rights | first column) | |||||||||
Equity compensation plans
approved by security
holders |
594,735 | $ | 520.13 | 232,761 | ||||||||
Equity compensation plans
not approved by security
holders |
1,455,718 | $ | 245.45 | 253,965 | ||||||||
Total |
2,050,453 | $ | 325.13 | 486,726 |
38
Equity compensation plans approved by our shareholders include the NVR, Inc. Management
Long-Term Stock Option Plan; the NVR, Inc. 1998 Management Long-Term Stock Option Plan; the
1998 Directors Long-Term Stock Option Plan; and the 2005 Stock Option Plan. The only equity
compensation plan that was not approved by our shareholders is the NVR, Inc. 2000
Broadly-Based Stock Option Plan. See Note 9 of the Notes to Consolidated Financial Statements
for a description of each of our equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Item 13 is hereby incorporated by reference to our Proxy Statement expected to be filed
with the Securities and Exchange Commission on or prior to April 29, 2008.
Item 14. Principal Accountant Fees and Services.
Item 14 is hereby incorporated by reference to our Proxy Statement expected to be filed
with the Securities and Exchange Commission on or prior to April 29, 2008.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this report:
1. | Financial Statements NVR, Inc. Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Shareholders Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements |
2. | Exhibits |
Exhibit | ||
Number | Description | |
3.1
|
Restated Articles of Incorporation of NVR, Inc. (NVR). Filed as Exhibit 99.1 to NVRs Form 8-K filed May 4, 2007 and incorporated herein by reference. | |
3.2
|
Bylaws, as amended, of NVR, Inc. Filed as Exhibit 99.2 to Form 8-K filed on May 4, 2007 and incorporated herein by reference. | |
4.1
|
Indenture dated as of April 14, 1998 between NVR, as issuer and the Bank of New York as trustee. Filed as Exhibit 4.3 to NVRs Current Report on Form 8-K filed April 23, 1998 and incorporated herein by reference. | |
4.2
|
Form of Note (included in Indenture filed as Exhibit 4.1). | |
4.3
|
Fourth Supplemental Indenture, dated June 17, 2003, between NVR and U.S. Bank Trust National Association, as successor to The Bank of New York, as trustee. Filed as Exhibit 4.1 to NVRs Current Report on Form 8-K filed June 17, 2003 and incorporated herein by reference. | |
4.4
|
Form of Note (included in Indenture filed as Exhibit 4.3). |
39
Exhibit | ||
Number | Description | |
10.1*
|
Employment Agreement between NVR, Inc. and Dwight C. Schar dated July 1, 2005. Filed as Exhibit 10.1 to NVRs Form 8-K filed on June 29, 2005 and incorporated herein by reference. | |
10.2*
|
Employment Agreement between NVR, Inc. and Paul C. Saville dated July 1, 2005. Filed as Exhibit 10.2 to NVRs Form 8-K filed on June 29, 2005 and incorporated herein by reference. | |
10.3*
|
Employment Agreement between NVR, Inc. and Dennis M. Seremet dated July 1, 2005. Filed as Exhibit 10.3 to NVRs Form 8-K filed on June 29, 2005 and incorporated herein by reference. | |
10.4*
|
Employment Agreement between NVR, Inc. and William J. Inman dated July 1, 2005. Filed as Exhibit 10.4 to NVRs Form 8-K filed on June 29, 2005 and incorporated herein by reference. | |
10.5*
|
Profit Sharing Plan of NVR, Inc. and Affiliated Companies. Filed as Exhibit 4.1 to NVRs Registration Statement on Form S-8 (No. 333-29241) filed June 13, 1997 and incorporated herein by reference. | |
10.6
|
Loan Agreement dated as of September 7, 1999 among NVR Mortgage Finance, Inc. (NVR Finance) and US Bank National Association, as Agent, and the other lenders party thereto. Filed as Exhibit 10.6 to NVRs Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. | |
10.7*
|
Employee Stock Ownership Plan of NVR, Inc. Incorporated by reference to NVRs Annual Report on Form 10-K/A for the year ended December 31, 1994. | |
10.8*
|
NVR, Inc. 1998 Management Long-Term Stock Option Plan. Filed as Exhibit 4 to NVRs Registration Statement on Form S-8 (No. 333-79951) filed June 4, 1999 and incorporated herein by reference. | |
10.9*
|
NVR, Inc. 1998 Directors Long-Term Stock Option Plan. Filed as Exhibit 4 to NVRs Registration Statement on Form S-8 (No. 333-79949) filed June 4, 1999 and incorporated herein by reference. | |
10.10*
|
The Form of Non-Qualified Stock Option Agreement under the 1998 Directors Long-Term Stock Option Plan. Filed as Exhibit 10.1 to NVRs Form 8-K filed on August 3, 2005 and incorporated herein by reference. | |
10.11*
|
NVR, Inc. Management Long-Term Stock Option Plan. Filed as Exhibit 99.3 to NVRs Registration Statement on Form S-8 (No. 333-04975) filed May 31, 1996 and incorporated herein by reference. | |
10.12*
|
NVR, Inc. 2000 Broadly-Based Stock Option Plan. Filed as Exhibit 99.1 to NVRs Registration Statement on Form S-8 (No. 333-56732) filed March 8, 2001 and incorporated herein by reference. | |
10.13*
|
The NVR, Inc. 2005 Stock Option Plan. Filed as Exhibit 10.18 to NVRs Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference. | |
10.14*
|
The Form of Non-Qualified Stock Option Agreement under the 2005 Stock Option Plan. Filed as Exhibit 10.19 to NVRs Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference. | |
10.15*
|
NVR, Inc. Nonqualified Deferred Compensation Plan. Filed as Exhibit 10.1 to NVRs Form 8-K filed on December 6, 2005 and incorporated herein by reference. |
40
Exhibit | ||
Number | Description | |
10.16
|
Second Amendment to Loan Agreement and Second Amendment to Pledge and Security Agreement dated September 1, 2000 between NVR Finance and U.S. Bank National Association, as agent, and other Lenders party thereto. Filed as Exhibit 10.36 to NVRs Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |
10.17
|
Agreement to increase commitments under the NVR Mortgage Finance Warehouse Facility by and among NVR Finance, Comerica Bank, National City Bank of Kentucky, and U.S. Bank National Association dated as of September 28, 2001. Filed as Exhibit 10.22 to NVRs Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference. | |
10.18
|
Eighth Amendment to Loan Agreement dated as of August 15, 2002 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.26 to NVRs Annual Report on Form 10-K for the period ended December 31, 2002 and incorporated herein by reference. | |
10.19
|
Ninth Amendment to Loan Agreement dated as of April 16, 2003 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.28 to NVRs Annual Report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference. | |
10.20
|
Tenth Amendment to Loan Agreement dated as of August 28, 2003 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Bank One, NA, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.29 to NVRs Annual Report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference. | |
10.21
|
Eleventh Amendment to Loan Agreement dated as of August 26, 2004 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.1 to NVRs Current Report on Form 8-K filed August 27, 2004 and incorporated herein by reference. | |
10.22
|
Thirteenth Amendment to Loan Agreement dated as of August 25, 2005 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, Guaranty Bank, Comerica Bank, National City Bank of Kentucky and JPMorgan Chase Bank. Filed as Exhibit 10.1 to NVRs Form 8-K filed August 25, 2005 and incorporated herein by reference. | |
10.23
|
Credit Agreement dated as of December 7, 2005 among NVR, Inc. and the lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Bank, National Association, as Syndication Agent, SunTrust Bank and Wachovia Bank, National Association, as Documentation Agents, AmSouth Bank, Comerica Bank, Calyon New York Branch and Mizuho Corporate Bank, Ltd., as Managing Agents, and J.P. Morgan Securities Inc., as Lead Arranger and Sole Book Runner. Filed as Exhibit 10.1 to NVRs Form 8-K filed December 12, 2005 and incorporated herein by reference. | |
10.24*
|
Description of the Board of Directors compensation arrangement. Filed as Exhibit 10.27 to NVRs Annual Report on Form 10-K for the period ended December 31, 2004 and incorporated herein by reference. | |
10.25*
|
Amendment No. 1 to Employment Agreement between NVR, Inc. and Dwight C. Schar dated December 21, 2006. Filed as Exhibit 10.1 to NVRs Form 8-K filed December 22, 2006 and incorporated herein by reference. |
41
Exhibit | ||
Number | Description | |
10.26
|
Fifteenth Amendment to Loan Agreement dated as of August 24, 2006 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, JPMorgan Chase Bank, Guaranty Bank, Comerica Bank, National City Bank and Washington Mutual Bank, F.A. Filed as Exhibit 10.1 to NVRs Form 8-K filed August 24, 2006 and incorporated herein by reference. | |
10.27
|
Commitment and Acceptance dated March 27, 2006 increasing the commitment under its existing revolving credit agreement with JPMorgan Chase Bank, as Administrative Agent, and the Lenders that are parties thereto, dated December 7, 2005 by $45 million to an aggregate commitment of $445 million. Filed as Exhibit 10.1 to NVRs Form 8-K filed March 30, 2006 and incorporated herein by reference. | |
10.28
|
Commitment and Acceptance dated August 16, 2006 increasing the commitment under its existing revolving credit agreement with JPMorgan Chase Bank, as Administrative Agent, and the Lenders that are parties thereto, dated December 7, 2005 by $155 million to an aggregate commitment of $600 million. Filed as Exhibit 10.1 to NVRs Form 8-K filed August 17, 2006 and incorporated herein by reference. | |
10.29*
|
Summary of 2007 Named Executive Officer annual incentive compensation plan. Filed as Exhibit 10.33 to NVRs Annual Report on Form 10-K for the period ended December 31, 2006 and incorporated herein by reference. | |
10.30
|
Sixteenth Amendment to Loan Agreement and Amendment to Pledge and Security Agreement, dated as of August 23, 2007, with U.S. Bank National Association, as agent, and Comerica Bank, National City Bank, Washington Mutual Bank, F.A. and U.S. Bank National Association, each as a Lender. Filed as Exhibit 10.1 to NVRs Form 8-K filed August 24, 2007 and incorporated herein by reference. | |
10.31*
|
Amendment No. 2 to Employment Agreement between NVR, Inc. and Dwight C. Schar dated November 6, 2007. Filed as Exhibit 10.1 to NVRs Form 8-K filed November 7, 2007 and incorporated herein by reference. | |
10.32*
|
The Form of Non-Qualified Stock Option Agreement under the NVR, Inc. 2000 Broadly Based Stock Option Plan. Filed as Exhibit 10.1 to NVRs Form 8-K filed January 3, 2008 and incorporated herein by reference. | |
10.33*
|
Summary of 2008 Named Executive Officer annual incentive compensation plan. Filed herewith. | |
10.34*
|
The Form of Non-Qualified Stock Option Agreement under the 1998 Directors Long-Term Stock Option Plan. Filed herewith. | |
21
|
NVR, Inc. Subsidiaries. Filed herewith. | |
23
|
Consent of KPMG LLP (Independent Registered Public Accounting Firm). Filed herewith. | |
31.1
|
Certification of NVRs Chief Executive Officer pursuant to Rule 13a-14(a). Filed herewith. | |
31.2
|
Certification of NVRs Chief Financial Officer pursuant to Rule 13a-14(a). Filed herewith. | |
32
|
Certification of NVRs Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
* | Exhibit is a management contract or compensatory plan or arrangement. |
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
||||
By: | /s/ Paul C. Saville | |||
Paul C. Saville | ||||
President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature | Title | Date | ||
/s/ Dwight C. Schar
|
Executive Chairman | February 22, 2008 | ||
/s/ C. Scott Bartlett, Jr.
|
Director | February 22, 2008 | ||
/s/ Robert C. Butler
|
Director | February 22, 2008 | ||
/s/ Timothy M. Donahue
|
Director | February 22, 2008 | ||
/s/ Manuel H. Johnson
|
Director | February 22, 2008 | ||
/s/ William A. Moran
|
Director | February 22, 2008 | ||
/s/ David A. Preiser
|
Director | February 22, 2008 | ||
/s/ George E. Slye
|
Director | February 22, 2008 | ||
/s/ John M. Toups
|
Director | February 22, 2008 | ||
/s/ Paul W. Whetsell
|
Director | February 22, 2008 | ||
/s/ Paul C. Saville
|
Principal Executive Officer | February 22, 2008 | ||
/s/ Dennis M. Seremet
|
Principal Financial Officer | February 22, 2008 | ||
/s/ Robert W. Henley
|
Principal Accounting Officer | February 22, 2008 |
43
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
NVR, Inc.:
NVR, Inc.:
We have audited the accompanying consolidated balance sheets of NVR, Inc. and subsidiaries as of
December 31, 2007 and 2006, and the related consolidated statements of income, shareholders equity
and cash flows for each of the years in the three-year period ended December 31, 2007. These
consolidated financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of NVR, Inc. as of December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the years in the three-year period
ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
As discussed in notes 1 and 9 to the consolidated financial statements, the Company adopted the
provisions of SFAS 123(R), Share-Based Payment, effective January 1, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), NVR, Inc.s internal control over financial reporting as of December 31,
2007, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
February 22, 2008 expressed an unqualified opinion on the effectiveness of the Companys internal
control over financial reporting.
KPMG LLP
McLean, Virginia
February 22, 2008
February 22, 2008
44
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
NVR, Inc.:
NVR, Inc.:
We have audited NVR, Inc.s internal control over financial reporting as of December 31, 2007,
based on criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). NVR, Inc.s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying
Managements Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed 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. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, NVR, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of NVR, Inc. as of December 31, 2007 and
2006, and the related consolidated statements of income, shareholders equity and cash flows for
each of the years in the three-year period ended December 31, 2007, and our report dated February
22, 2008 expressed an unqualified opinion on those consolidated financial statements.
KPMG LLP
McLean, Virginia
February 22, 2008
February 22, 2008
45
NVR, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31, | ||||||||
2007 | 2006 | |||||||
ASSETS |
||||||||
Homebuilding: |
||||||||
Cash and cash equivalents |
$ | 660,709 | $ | 551,738 | ||||
Receivables |
10,855 | 12,213 | ||||||
Inventory: |
||||||||
Lots and housing units, covered under
sales agreements with customers |
573,895 | 667,100 | ||||||
Unsold lots and housing units |
105,838 | 58,248 | ||||||
Manufacturing materials and other |
9,121 | 8,268 | ||||||
688,854 | 733,616 | |||||||
Assets not owned, consolidated
per FIN 46R |
180,206 | 276,419 | ||||||
Property, plant and equipment, net |
32,911 | 40,430 | ||||||
Reorganization value in excess of amounts
allocable to identifiable assets, net |
41,580 | 41,580 | ||||||
Goodwill and indefinite life intangibles, net |
11,686 | 11,686 | ||||||
Definite life intangibles, net |
96 | 250 | ||||||
Contract land deposits, net |
188,528 | 402,170 | ||||||
Deferred tax assets, net |
211,808 | 169,901 | ||||||
Other assets |
40,653 | 37,567 | ||||||
2,067,886 | 2,277,570 | |||||||
Mortgage Banking: |
||||||||
Cash and cash equivalents |
3,500 | 4,381 | ||||||
Mortgage loans held for sale, net |
107,338 | 178,444 | ||||||
Property and equipment, net |
881 | 1,168 | ||||||
Reorganization value in excess of amounts
allocable to identifiable assets, net |
7,347 | 7,347 | ||||||
Other assets |
7,464 | 4,898 | ||||||
126,530 | 196,238 | |||||||
Total assets |
$ | 2,194,416 | $ | 2,473,808 | ||||
(Continued)
See notes to consolidated financial statements.
46
NVR, Inc.
Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
December 31, | ||||||||
2007 | 2006 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Homebuilding: |
||||||||
Accounts payable |
$ | 219,048 | $ | 273,936 | ||||
Accrued expenses and other liabilities |
251,475 | 265,223 | ||||||
Liabilities related to assets not owned,
consolidated per FIN 46R |
164,369 | 244,805 | ||||||
Customer deposits |
125,315 | 165,354 | ||||||
Other term debt |
2,820 | 3,080 | ||||||
Senior notes |
200,000 | 200,000 | ||||||
963,027 | 1,152,398 | |||||||
Mortgage Banking: |
||||||||
Accounts payable and other liabilities |
18,551 | 15,784 | ||||||
Notes payable |
83,463 | 153,552 | ||||||
102,014 | 169,336 | |||||||
Total liabilities |
1,065,041 | 1,321,734 | ||||||
Commitments and contingencies |
||||||||
Shareholders equity: |
||||||||
Common stock, $0.01 par value;
60,000,000 shares authorized;
20,592,640 shares issued as of both
December 31, 2007 and 2006 |
206 | 206 | ||||||
Additional paid-in-capital |
663,631 | 585,438 | ||||||
Deferred compensation trust- 516,085
and 547,911 shares of NVR, Inc.
common stock as of December 31,
2007 and 2006, respectively |
(75,636 | ) | (80,491 | ) | ||||
Deferred compensation liability |
75,636 | 80,491 | ||||||
Retained earnings |
3,529,995 | 3,196,040 | ||||||
Less treasury stock at cost 15,455,086
and 15,075,113 shares as of
December 31, 2007 and
2006, respectively |
(3,064,457 | ) | (2,629,610 | ) | ||||
Total shareholders equity |
1,129,375 | 1,152,074 | ||||||
Total liabilities and shareholders
equity |
$ | 2,194,416 | $ | 2,473,808 | ||||
See notes to consolidated financial statements.
47
NVR, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
Consolidated Statements of Income
(in thousands, except per share data)
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Homebuilding: |
||||||||||||
Revenues |
$ | 5,048,187 | $ | 6,036,236 | $ | 5,177,743 | ||||||
Other income |
21,118 | 13,609 | 6,301 | |||||||||
Cost of sales |
(4,227,059 | ) | (4,701,265 | ) | (3,738,030 | ) | ||||||
Selling, general and administrative |
(343,520 | ) | (432,319 | ) | (345,525 | ) | ||||||
Operating income |
498,726 | 916,261 | 1,100,489 | |||||||||
Interest expense |
(13,150 | ) | (18,423 | ) | (13,809 | ) | ||||||
Homebuilding income |
485,576 | 897,838 | 1,086,680 | |||||||||
Mortgage Banking: |
||||||||||||
Mortgage banking fees |
81,155 | 97,888 | 84,604 | |||||||||
Interest income |
4,900 | 7,704 | 5,014 | |||||||||
Other income |
1,060 | 1,334 | 1,435 | |||||||||
General and administrative |
(32,505 | ) | (38,988 | ) | (31,555 | ) | ||||||
Interest expense |
(681 | ) | (2,805 | ) | (1,759 | ) | ||||||
Mortgage banking income |
53,929 | 65,133 | 57,739 | |||||||||
Income before taxes |
539,505 | 962,971 | 1,144,419 | |||||||||
Income tax expense |
(205,550 | ) | (375,559 | ) | (446,860 | ) | ||||||
Net income |
$ | 333,955 | $ | 587,412 | $ | 697,559 | ||||||
Basic earnings per share |
$ | 61.61 | $ | 104.08 | $ | 110.36 | ||||||
Diluted earnings per share |
$ | 54.14 | $ | 88.05 | $ | 89.61 | ||||||
Basic weighted average
shares outstanding |
5,420 | 5,644 | 6,321 | |||||||||
Diluted weighted average
shares outstanding |
6,168 | 6,672 | 7,784 | |||||||||
See notes to consolidated financial statements.
48
NVR, Inc.
Consolidated Statements of Shareholders Equity
(in thousands)
Consolidated Statements of Shareholders Equity
(in thousands)
Additional | Deferred | Deferred | ||||||||||||||||||||||||||
Common | Paid-in | Retained | Treasury | Compensation | Compensation | |||||||||||||||||||||||
Stock | Capital | Earnings | Stock | Trust | Liability | Total | ||||||||||||||||||||||
Balance, December 31, 2004 |
$ | 206 | $ | 406,705 | $ | 1,911,069 | $ | (1,482,985 | ) | $ | (76,366 | ) | $ | 76,366 | $ | 834,995 | ||||||||||||
Net income |
| | 697,559 | | | | 697,559 | |||||||||||||||||||||
Deferred compensation
activity |
| | | | 63 | (63 | ) | | ||||||||||||||||||||
Purchase of common stock
for treasury |
| | | (962,609 | ) | | | (962,609 | ) | |||||||||||||||||||
Tax benefit from stock options
exercised and deferred
compensation distributions |
| 94,460 | | | | | 94,460 | |||||||||||||||||||||
Stock option activity |
| 12,757 | | | | | 12,757 | |||||||||||||||||||||
Treasury stock issued
upon option exercise |
| (40,036 | ) | | 40,036 | | | | ||||||||||||||||||||
Balance, December 31, 2005 |
206 | 473,886 | 2,608,628 | (2,405,558 | ) | (76,303 | ) | 76,303 | 677,162 | |||||||||||||||||||
Net income |
| | 587,412 | | | | 587,412 | |||||||||||||||||||||
Deferred compensation
activity |
| | | | 441 | (441 | ) | | ||||||||||||||||||||
Purchase of common stock
for treasury |
| | | (287,064 | ) | (4,629 | ) | 4,629 | (287,064 | ) | ||||||||||||||||||
Stock-based compensation |
| 58,134 | | | | | 58,134 | |||||||||||||||||||||
Tax benefit from stock options
exercised and deferred
compensation distributions |
| 95,979 | | | | | 95,979 | |||||||||||||||||||||
Stock option activity |
| 20,451 | | | | | 20,451 | |||||||||||||||||||||
Treasury stock issued
upon option exercise |
| (63,012 | ) | | 63,012 | | | | ||||||||||||||||||||
Balance, December 31, 2006 |
206 | 585,438 | 3,196,040 | (2,629,610 | ) | (80,491 | ) | 80,491 | 1,152,074 | |||||||||||||||||||
Net income |
| | 333,955 | | | | 333,955 | |||||||||||||||||||||
Deferred compensation
activity |
| | | | 5,024 | (5,024 | ) | | ||||||||||||||||||||
Purchase of common stock
for treasury |
| | | (507,472 | ) | (169 | ) | 169 | (507,472 | ) | ||||||||||||||||||
Stock-based compensation |
| 14,189 | | | | | 14,189 | |||||||||||||||||||||
Tax benefit from stock options
exercised and deferred
compensation distributions |
| 69,046 | | | | | 69,046 | |||||||||||||||||||||
Stock option activity |
| 67,583 | | | | | 67,583 | |||||||||||||||||||||
Treasury stock issued
upon option exercise |
| (72,625 | ) | | 72,625 | | | | ||||||||||||||||||||
Balance, December 31, 2007 |
$ | 206 | $ | 663,631 | $ | 3,529,995 | $ | (3,064,457 | ) | $ | (75,636 | ) | $ | 75,636 | $ | 1,129,375 | ||||||||||||
See notes to consolidated financial statements
49
NVR, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Consolidated Statements of Cash Flows
(in thousands)
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 333,955 | $ | 587,412 | $ | 697,559 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation and amortization |
17,036 | 14,158 | 10,690 | |||||||||
Excess income tax benefit from exercise of stock options |
(69,046 | ) | (95,979 | ) | | |||||||
Stock option compensation expense |
14,189 | 58,134 | | |||||||||
Contract land deposit impairments and write-offs |
261,760 | 173,819 | 12,609 | |||||||||
Gain on sales of loans |
(60,128 | ) | (72,700 | ) | (62,279 | ) | ||||||
Gain (loss) on sale of fixed assets |
1,383 | 8 | (595 | ) | ||||||||
Deferred tax benefit |
(43,343 | ) | (74,539 | ) | (24,374 | ) | ||||||
Mortgage loans closed |
(2,392,395 | ) | (2,595,158 | ) | (2,186,723 | ) | ||||||
Proceeds from sales of mortgage loans |
2,515,973 | 2,658,879 | 2,176,475 | |||||||||
Principal payments on mortgage loans held for sale |
7,393 | 22,079 | 17,089 | |||||||||
Net change in assets and liabilities: |
||||||||||||
Decrease (increase) in inventories |
44,762 | 60,359 | (201,622 | ) | ||||||||
Increase in contract land deposits |
(31,893 | ) | (31,000 | ) | (198,211 | ) | ||||||
Decrease (increase) in receivables |
2,730 | 28,013 | (26,578 | ) | ||||||||
(Decrease) increase in accounts payable, accrued expenses
and customer deposits |
(39,351 | ) | (59,028 | ) | 330,713 | |||||||
Other, net |
(4,259 | ) | 8,506 | (11,981 | ) | |||||||
Net cash provided by operating activities |
558,766 | 682,963 | 532,772 | |||||||||
Cash flows from investing activities: |
||||||||||||
Purchase of property, plant and equipment |
(10,545 | ) | (23,431 | ) | (18,670 | ) | ||||||
Proceeds from the sale of property, plant and equipment |
1,230 | 833 | 4,038 | |||||||||
Acquisition, net of cash acquired |
| | (7,465 | ) | ||||||||
Net cash used by investing activities |
(9,315 | ) | (22,598 | ) | (22,097 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Purchase of treasury stock |
(507,472 | ) | (287,064 | ) | (962,609 | ) | ||||||
Purchase of NVR common stock for deferred
compensation plan |
(169 | ) | (4,629 | ) | | |||||||
Net (repayments) borrowings under notes
payable and credit lines |
(70,349 | ) | (106,509 | ) | 249,338 | |||||||
Excess income tax benefit from exercise of stock options |
69,046 | 95,979 | | |||||||||
Exercise of stock options |
67,583 | 20,451 | 12,757 | |||||||||
Net cash used by financing activities |
(441,361 | ) | (281,772 | ) | (700,514 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
108,090 | 378,593 | (189,839 | ) | ||||||||
Cash and cash equivalents, beginning of year |
556,119 | 177,526 | 367,365 | |||||||||
Cash and cash equivalents, end of year |
$ | 664,209 | $ | 556,119 | $ | 177,526 | ||||||
Supplemental disclosures of cash flow information: |
||||||||||||
Interest paid during the year |
$ | 12,744 | $ | 21,000 | $ | 13,634 | ||||||
Income taxes paid during the year, net of refunds |
$ | 157,081 | $ | 430,773 | $ | 294,325 | ||||||
Supplemental disclosures of non-cash activities: |
||||||||||||
Change in net assets not owned, consolidated per FIN 46R |
$ | (15,777 | ) | $ | (28,408 | ) | $ | 33,666 | ||||
Tax benefit from stock-based compensation activity |
$ | 69,046 | $ | 95,979 | $ | 94,460 | ||||||
See notes to consolidated financial statements.
50
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
1. | Summary of Significant Accounting Policies |
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of NVR,
Inc. (NVR or the Company), its wholly owned subsidiaries, certain partially owned
entities, and variable interest entities of which the Company has determined that it is
the primary beneficiary. All significant intercompany transactions have been
eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include short-term investments with original maturities
of three months or less. The homebuilding segment had restricted cash of $6,192 and
$3,464 at December 31, 2007 and 2006, respectively, which relate to customer deposits
for certain home sales and is recorded in Other Assets in the accompanying balance
sheets.
Homebuilding Inventory
Inventory is stated at the lower of cost or market value. Cost of lots and
completed and uncompleted housing units represent the accumulated actual cost thereof.
Field construction supervisors salaries and related direct overhead expenses are
included in inventory costs. Interest costs are not capitalized into inventory. Upon
settlement, the cost of the units is expensed on a specific identification basis. Cost
of manufacturing materials is determined on a first-in, first-out basis.
Recoverability and impairment, if any, is primarily evaluated by analyzing sales of
comparable assets.
Contract Land Deposits
NVR purchases finished lots under fixed price purchase agreements that require
deposits that may be forfeited if NVR fails to perform under the contract. The
deposits are in the form of cash or letters of credit in varying amounts and represent
a percentage of the purchase price of the finished lots. NVR maintains an allowance
for losses on contract land deposits that it believes is sufficient to provide for
losses in the existing contract land deposit portfolio. The allowance reflects
managements judgment of the present loss exposure at the end of the reporting period,
considering market and economic conditions, sales absorption and profitability within
specific communities and terms of the various contracts.
During the years ended December 31, 2007, 2006 and 2005, the Company incurred
pre-tax charges of approximately $261,800, $173,800 and $12,600, respectively, related
to the impairment of contract land deposits. These impairment charges were recorded in
cost of sales on the accompanying consolidated statements of income. The contract land
deposit asset on the accompanying consolidated balance sheets is shown net of a
$133,664 and $59,636 impairment valuation allowance at December 31, 2007 and 2006,
respectively.
51
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation and
amortization. Depreciation is based on the estimated useful lives of the assets using the
straight-line method. Amortization of capital lease assets is included in depreciation
expense. Model home furniture and fixtures are generally depreciated over a two-year
period, office facilities and other equipment are depreciated over a period from three to
ten years, manufacturing facilities are depreciated over periods of from five to forty
years and property under capital leases is depreciated in a manner consistent with the
Companys depreciation policy for owned assets, or the lease-term if shorter.
Warranty/Product Liability Accruals
Warranty and product liability accruals are established to provide for estimated
future expenses as a result of construction and product defects, product recalls and
litigation incidental to NVRs business. Liability estimates are determined based on
management judgment considering such factors as historical experience, the likely
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 evaluations by the Companys General Counsel and outside counsel
retained to handle specific product liability cases.
Intangible Assets
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets, requires goodwill, indefinite life intangibles, and reorganization
value in excess of amounts allocable to identifiable assets (excess reorganization
value), which are no longer subject to amortization, to be tested for impairment on an
annual basis. The Company completed the annual assessment of impairment and determined
that there is no impairment of goodwill, indefinite life intangibles, or excess
reorganization value in the years ended December 31, 2007, 2006 and 2005.
Mortgage Loans Held for Sale, Derivatives and Hedging Activities
NVR originates several different loan products to its customers to finance the
purchase of a home through its wholly-owned mortgage subsidiary. Those loan products
include previously non-traditional loan products, such as interest-only loans, adjustable
interest rate loans and loans with relatively high loan-to-value (LTV) ratios, with up
to a one hundred percent LTV. NVR sells all of the loans it originates into the secondary
market typically within 30 days from origination. All of the loans that the Company
originates, including non-traditional loan products, are underwritten to the standards and
specifications of the ultimate investor. In addition, a substantial number of these
previously nontraditional loans are underwritten and funded at closing directly by the
ultimate investor. Insofar as the Company underwrites its originated loans to those
standards, the Company bears no increased concentration of credit risk from the issuance
of these non-traditional products, except in certain limited
instances where early payment default occurs. The Company employs a quality control department to ensure that its
underwriting controls are effectively operating, and further assesses the underwriting
function as part of its assessment of internal controls over financial reporting.
Mortgage loans held for sale are closed at fair value, and thereafter are carried at
the lower of cost or market.
52
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
In the normal course of business, NVRs mortgage banking segment enters into
contractual commitments to extend credit to buyers of single-family homes with fixed
expiration dates. The commitments become effective when the borrowers lock-in a
specified interest rate within time frames established by NVR. 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, the Company
enters into optional or mandatory delivery forward sale contracts to sell whole loans and
mortgage-backed securities to broker/dealers. The forward sale contracts lock in an
interest rate and price for the sale of loans similar to the specific rate lock
commitments classified as derivatives. Both the rate lock commitments to borrowers and
the forward sale contracts to broker/dealers are undesignated derivatives and,
accordingly, are marked to market through earnings. NVR does not engage in speculative or
trading derivative activities. At December 31, 2007, there were contractual commitments
to extend credit to borrowers aggregating approximately $144,000, and open forward
delivery sale contracts aggregating approximately $239,000.
Earnings per Share
The following weighted average shares and share equivalents are used to calculate basic
and diluted EPS for the years ended December 31, 2007, 2006 and 2005:
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Weighted average number of
shares outstanding used to
calculate basic EPS |
5,420,159 | 5,644,068 | 6,320,852 | |||||||||
Dilutive securities:
|
||||||||||||
Stock options |
747,636 | 1,027,503 | 1,463,530 | |||||||||
Weighted average number of
shares and share equivalents
outstanding used to calculate
diluted EPS |
6,167,795 | 6,671,571 | 7,784,382 | |||||||||
Options issued under equity benefit plans to purchase 57,277, 149,978, and 4,250
shares of common stock were outstanding during the years ended December 31, 2007, 2006
and 2005, respectively, but were not included in the computation of diluted earnings
per share because the effect would have been anti-dilutive. In addition, 402,372 and
437,878 performance-based options were outstanding during the years ended December 31,
2007 and 2006, respectively, and have been excluded from the computation of diluted
earnings per share because the performance target had not been achieved, pursuant to
the requirements of SFAS No. 128, Earnings Per Share.
Revenues-Homebuilding Operations
NVR builds single-family detached homes, townhomes and condominium buildings,
which generally are constructed on a pre-sold basis for the ultimate customer. In
accordance with SFAS No. 66, Accounting for Sales of Real Estate, revenues are
recognized at the time the unit is settled and title passes to the customer, adequate
cash payment has been received and there is no continuing involvement. In situations
where the buyers financing is originated by NVRM and the buyer has not made an
adequate initial or continuing investment as prescribed by SFAS No. 66, the profit on
such settlement is deferred until the sale of the related loan to a third-party
investor has been completed.
53
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Mortgage Banking Fees
Mortgage banking fees include income earned by NVRs mortgage banking operations
for originating mortgage loans, servicing mortgage loans held on an interim basis,
title fees, gains and losses on the sale of mortgage loans and mortgage servicing and
other activities incidental to mortgage banking. Mortgage banking fees are generally
recognized after the loan has been sold to an unaffiliated, third party investor.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect
on the deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Financial Instruments
Except as otherwise noted here, NVR believes that insignificant differences exist
between the carrying value and the fair value of its financial instruments. The
estimated fair value of NVRs 5% Senior Notes due 2010 as of December 31, 2007 and 2006
was $201,520 and $195,320, respectively. The estimated fair value is based on a quoted
market price. The carrying value was $200,000 at December 31, 2007 and 2006.
Stock-Based Compensation
On January 1, 2006 (the Effective Date), the Company adopted Statement of
Financial Accounting Standards (SFAS) 123R, Share-Based Payment, which revised SFAS
123, Accounting for Stock-Based Compensation (see Note 9). Prior to fiscal year 2006
and the adoption of SFAS 123R, NVR followed the intrinsic value method in accounting
for its stock-based employee compensation arrangements as defined by Accounting
Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees.
SFAS 123R requires an entity to recognize an expense within its income statement
for all share-based payment arrangements, which includes employee stock option plans.
The expense is based on the grant-date fair value of the options granted, and is
recognized ratably over the requisite service period. NVR adopted SFAS 123R under the
modified prospective method. Under the modified prospective method, SFAS 123R applies
to new awards and to awards modified, repurchased, or cancelled after the required
Effective Date, as well as to the unvested portion of awards outstanding as of the
required Effective Date. The Companys stock option programs are accounted for as
equity awards.
Because NVR adopted SFAS 123R using the modified prospective basis, the prior
periods have not been restated. The following table sets forth the effect on net
income and basic and diluted earnings per share as if the Company had applied the fair
value recognition provisions for its stock-based compensation arrangements for the year
ended December 31, 2005:
54
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Net income, as reported |
$ | 697,559 | ||
Deduct: Total stock-based employee compensation expense
determined under fair value-based method for all awards,
net of related tax effects |
(31,893 | ) | ||
Pro forma net income |
$ | 665,666 | ||
Earnings per share: |
||||
Basicas reported |
$ | 110.36 | ||
Basicpro forma |
$ | 105.31 | ||
Dilutedas reported |
$ | 89.61 | ||
Dilutedpro forma |
$ | 86.67 | ||
Comprehensive Income
For the years ended December 31, 2007, 2006 and 2005, comprehensive income equaled
net income; therefore, a separate statement of comprehensive income is not included in
the accompanying financial statements.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87,
88, 106, and 132(R) (SFAS 158). SFAS 158 requires an entity to recognize in its
statement of financial position the funded status of its defined benefit pension and
postretirement plans, measured as the difference between the fair value of the plan assets
and the benefit obligation. SFAS 158 also requires an entity to recognize changes in the
funded status of a defined benefit pension and postretirement plan within accumulated
other comprehensive income, net of tax, to the extent such changes are not recognized in
earnings as components of periodic net benefit cost. In addition, SFAS 158 requires the
Company to measure defined benefit plan assets and defined benefit plan obligations as of
the date of the Companys statement of financial position and disclose additional
information about certain effects on net periodic benefit costs in the upcoming fiscal
year that arise from the delayed recognition of the actuarial gains and losses and the
prior service costs and credits. The Company adopted SFAS 158 effective December 31,
2007. The Companys adoption of SFAS 158 did not have a material effect on the Companys
consolidated financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and liabilities
and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal
years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff
Position FAS 157-2 which delays the effective date of SFAS 157 for nonfinancial assets and
nonfinancial liabilities to fiscal years beginning after November 15, 2008. The adoption
of SFAS 157 is not expected to have a material effect on the Companys financial
statements.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial
Assets (SFAS 156), which provides an approach to simplify efforts to obtain hedge-like
(offset) accounting by allowing the Company the option to carry mortgage servicing rights
at fair value. This new Statement amends SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilitiesa replacement of FASB
SFAS No. 125, with respect to the accounting for separately recognized servicing assets
and servicing liabilities. SFAS 156 became effective for the Company as of January 1,
2007. Because the Company does not retain the servicing rights when it sells its mortgage
loans held for sale, the adoption of SFAS No. 156 did not have a material impact on the
Companys financial statements.
55
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
On November 29, 2006, the FASB ratified Emerging Issue Task Force (EITF) Issue No.
06-8, Applicability of the Assessment of a Buyers Continuing Investment Under FASB
Statement No. 66, Accounting for Sales of Real Estate, for Sales of Condominiums. EITF
No. 06-8 states that the adequacy of the buyers continuing investment under SFAS No. 66
should be assessed in determining whether to recognize profit under the
percentage-of-completion method on the sale of individual units in a condominium project.
This consensus could require that additional deposits be collected by developers of
condominium projects that want to recognize profit during the construction period under
the percentage-of-completion method. EITF No. 06-8 is effective for the Company beginning
on January 1, 2008. The adoption of EITF No. 06-8 is not expected to have a material
impact the Companys financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities Including an amendment of FASB Statement No. 115
(SFAS 159). The statement permits entities to choose to measure certain financial
assets and liabilities at fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. SFAS 159 is effective for
the Company beginning January 1, 2008. The Company does not expect SFAS 159 to have a
material impact on the Companys financial statements.
In November 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings
(SAB 109). SAB 109, which revises and rescinds portions of SAB 105, Application of
Accounting Principles to Loan Commitments, specifically states that the expected net
future cash flows related to the associated servicing of a loan should be included in the
measurements of all written loan commitments that are accounted for at fair value through
earnings. The provisions of SAB 109 are applicable to written loan commitments issued or
modified in fiscal quarters beginning after December 15, 2007. The Company does not
expect that the adoption of SAB 109 will have a material impact on the Companys financial
statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160
establishes new accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest as equity in the consolidated
financial statements and separate from the parents equity. The amount of net income
attributable to the noncontrolling interest will be included in consolidated net income on
the face of the income statement. SFAS 160 clarifies that changes in a parents ownership
interest in a subsidiary that do not result in deconsolidation are equity transactions if
the parent retains its controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. Such gain or loss will be measured using the fair value of the
noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes
expanded disclosure requirements regarding the interests of the parent and its non
controlling interests. SFAS 160 is effective for the Company beginning January 1, 2009.
The Company is currently evaluating the impact of the adoption of SFAS 160.
In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations (SFAS
141(R)). SFAS 141(R) expands on the guidance of SFAS 141, extending its applicability to
all transactions and other events in which an entity obtains control over one or more
other businesses. It broadens the fair value measurement and recognition of assets
acquired, liabilities assumed and interests transferred as a result of business
combinations. SFAS 141(R) expands on required disclosures to improve the statement users
abilities to evaluate the nature and financial effects of business combinations. SFAS
141(R) is effective for any acquisitions made on or after January 1, 2009.
56
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
2. | Segment Information, Nature of Operations, and Certain Concentrations |
NVRs homebuilding operations primarily construct and sell single-family detached homes,
townhomes and condominium buildings under four tradenames: Ryan Homes, NVHomes, Fox Ridge
Homes, and Rymarc Homes. The Ryan Homes, Fox Ridge Homes, and Rymarc Homes products are
marketed primarily to first-time homeowners and first-time move-up buyers. The Ryan Homes
product is sold in twenty metropolitan areas located in Maryland, Virginia, West Virginia,
Pennsylvania, New York, North Carolina, South Carolina, Ohio, New Jersey, Delaware and
Kentucky. The Fox Ridge Homes product is sold solely in the Nashville, TN metropolitan area.
The Rymarc Homes product is sold solely in the Columbia, SC metropolitan area. The NVHomes
product is sold in the Washington, D.C., Baltimore, MD, Philadelphia, PA and Maryland Eastern
Shore metropolitan areas, and is marketed primarily to move-up and up-scale buyers. NVR
derived approximately 49% of its 2007 homebuilding revenues in the Washington, D.C. and
Baltimore, MD metropolitan areas.
NVRs mortgage banking segment is a regional mortgage banking operation. Substantially all of
the mortgage banking segments loan closing activity is for NVRs homebuilding customers. NVRs
mortgage banking business generates revenues primarily from origination fees, gains on sales of
loans, and title fees. A substantial portion of the Companys mortgage operations is conducted in
the Washington, D.C. and Baltimore, MD metropolitan areas.
Consistent with the principles and objectives of SFAS 131, the Companys disclosure
includes four homebuilding reportable segments that aggregate geographically the Companys
homebuilding operating segments, and the mortgage banking operations presented as a single
reportable segment. The homebuilding reportable segments are comprised of operating divisions
in the following geographic areas:
Homebuilding Mid Atlantic Virginia, West Virginia, Maryland, and Delaware
Homebuilding North East New Jersey and eastern Pennsylvania
Homebuilding Mid East Kentucky, New York, Ohio and western Pennsylvania
Homebuilding South East North Carolina, South Carolina 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 eliminates in consolidation,
is based on the segments average net assets employed, and is charged using a consistent
methodology in the years presented. The corporate capital allocation charged to the operating
segment allows the Chief Operating Decision Maker to determine whether the operating segments
results are providing the desired rate of return after covering the Companys cost of capital.
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 charged to the operating segment upon the determination to terminate a
finished lot purchase agreement with the developer, or to restructure 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 capital allocation charge.
57
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
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), stock option compensation expense, consolidation adjustments and external
corporate interest expense. NVRs overhead functions, such as accounting, treasury, human
resources, land acquisition, etc., are centrally performed and the costs are not allocated to
the Companys 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 Companys operating segments. Likewise, stock option compensation
expense is not charged to the operating segments. External corporate interest expense is
primarily comprised of interest charges on the Companys outstanding Senior Notes and working
capital line borrowings, and are not charged to the operating segments because the charges are
included in the corporate capital allocation discussed above.
Following are tables presenting revenues, interest income, interest expense, depreciation
and amortization, segment profit and segment assets for each reportable segment, with
reconciliations to the amounts reported for the consolidated enterprise, where applicable:
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Revenues: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 3,099,053 | $ | 3,825,960 | $ | 3,235,053 | ||||||
Homebuilding North East |
433,631 | 657,338 | 533,662 | |||||||||
Homebuilding Mid East |
860,139 | 965,626 | 944,070 | |||||||||
Homebuilding South East |
655,364 | 587,312 | 464,958 | |||||||||
Mortgage Banking |
81,155 | 97,888 | 84,604 | |||||||||
Total Consolidated Revenues |
$ | 5,129,342 | $ | 6,134,124 | $ | 5,262,347 | ||||||
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Profit: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 296,049 | $ | 687,904 | $ | 863,210 | ||||||
Homebuilding North East |
12,618 | 64,246 | 66,944 | |||||||||
Homebuilding Mid East |
80,969 | 69,911 | 95,190 | |||||||||
Homebuilding South East |
89,785 | 79,948 | 52,199 | |||||||||
Mortgage Banking |
54,576 | 68,753 | 57,739 | |||||||||
Total Segment Profit |
533,997 | 970,762 | 1,135,282 | |||||||||
Contract land deposit impairments |
(79,002 | ) | (27,717 | ) | (9,950 | ) | ||||||
Stock compensation expense (1) |
(14,189 | ) | (58,134 | ) | | |||||||
Corporate capital allocation (2) |
152,363 | 184,908 | 149,247 | |||||||||
Unallocated corporate overhead (3) |
(69,975 | ) | (86,363 | ) | (105,364 | ) | ||||||
Consolidation adjustments and other (4) |
28,842 | (3,340 | ) | (11,670 | ) | |||||||
Corporate interest expense |
(12,531 | ) | (17,145 | ) | (13,126 | ) | ||||||
Reconciling items sub-total |
5,508 | (7,791 | ) | 9,137 | ||||||||
Consolidated Income before Taxes |
$ | 539,505 | $ | 962,971 | $ | 1,144,419 | ||||||
(1) | The change in 2007 compared to 2006 is primarily due to the reversal of stock-based compensation costs of approximately $31,500 in 2007 related to certain stock options subject to a performance metric that is not expected to be met (refer to Note 9 for further information). The increase from 2005 to 2006 is due to the adoption of SFAS 123R at January 1, 2006. |
58
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(2) | This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The increase in the corporate capital allocation charge from 2005 to 2006, and the subsequent decrease from 2006 to 2007 are due to changes in segment asset balances in each of the respective years, due to fluctuations in operating activity year over year. The corporate capital allocation charge is based on the segments monthly average asset balance, and is as follows for the years presented: |
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Homebuilding Mid Atlantic |
$ | 106,032 | $ | 131,823 | $ | 101,794 | ||||||
Homebuilding North East |
14,669 | 19,533 | 15,904 | |||||||||
Homebuilding Mid East |
17,381 | 21,235 | 21,126 | |||||||||
Homebuilding South East |
14,281 | 12,317 | 10,423 | |||||||||
Total |
$ | 152,363 | $ | 184,908 | $ | 149,247 | ||||||
(3) | The decreases in unallocated corporate overhead are primarily driven by a reduction in management incentive costs and reduced personnel and other overhead costs as part of our focus to size our organization to meet current activity levels. | |
(4) | The favorable variances from year-to-year are primarily due to increased interest income due to higher average cash balances and decreased operating activity. |
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Assets: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 698,955 | $ | 873,260 | $ | 1,045,229 | ||||||
Homebuilding North East |
95,026 | 117,192 | 148,563 | |||||||||
Homebuilding Mid East |
117,722 | 137,113 | 147,249 | |||||||||
Homebuilding South East |
106,626 | 115,937 | 90,820 | |||||||||
Mortgage Banking |
119,183 | 188,891 | 205,560 | |||||||||
Total Segment Assets |
1,137,512 | 1,432,393 | 1,637,421 | |||||||||
Assets not owned, consolidated per FIN 46R |
180,206 | 276,419 | 275,306 | |||||||||
Cash |
660,709 | 551,738 | 170,090 | |||||||||
Deferred taxes |
211,808 | 169,901 | 97,511 | |||||||||
Intangible assets |
60,709 | 60,863 | 60,988 | |||||||||
Land reserve |
(133,664 | ) | (59,636 | ) | (31,919 | ) | ||||||
Consolidation adjustments and other (5) |
77,136 | 42,130 | 28,272 | |||||||||
Reconciling items sub-total |
1,056,904 | 1,041,415 | 600,248 | |||||||||
Consolidated Assets |
$ | 2,194,416 | $ | 2,473,808 | $ | 2,237,669 | ||||||
(5) | The 2007 balance includes the bulk purchase of lots made during 2007, of which approximately $29,200 have not yet been allocated to the reportable segments. |
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Interest Income |
||||||||||||
Mortgage Banking |
$ | 4,900 | $ | 7,704 | $ | 5,014 | ||||||
Total Segment Interest Income |
4,900 | 7,704 | 5,014 | |||||||||
Other unallocated interest income |
14,855 | 2,639 | 2,471 | |||||||||
Consolidated Interest Income |
$ | 19,755 | $ | 10,343 | $ | 7,485 | ||||||
59
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Interest Expense |
||||||||||||
Homebuilding Mid Atlantic |
$ | 106,538 | $ | 132,394 | $ | 102,256 | ||||||
Homebuilding North East |
14,678 | 19,605 | 15,925 | |||||||||
Homebuilding Mid East |
17,475 | 21,863 | 21,312 | |||||||||
Homebuilding South East |
14,287 | 12,324 | 10,437 | |||||||||
Mortgage Banking |
681 | 2,805 | 1,759 | |||||||||
Total Segment Interest Expense |
153,659 | 188,991 | 151,689 | |||||||||
Corporate capital allocation |
(152,363 | ) | (184,908 | ) | (149,247 | ) | ||||||
Senior note and other interest |
12,535 | 17,145 | 13,126 | |||||||||
Consolidated Interest Expense |
$ | 13,831 | $ | 21,228 | $ | 15,568 | ||||||
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Depreciation and Amortization: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 9,260 | $ | 7,410 | $ | 4,795 | ||||||
Homebuilding North East |
1,582 | 1,300 | 700 | |||||||||
Homebuilding Mid East |
2,186 | 2,192 | 2,117 | |||||||||
Homebuilding South East |
1,457 | 1,027 | 999 | |||||||||
Mortgage Banking |
368 | 436 | 553 | |||||||||
Total Segment Depreciation
and Amortization |
14,853 | 12,365 | 9,164 | |||||||||
Unallocated corporate |
2,183 | 1,793 | 1,526 | |||||||||
Consolidated Depreciation and Amortization |
$ | 17,036 | $ | 14,158 | $ | 10,690 | ||||||
Year Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Expenditures for Property and Equipment: |
||||||||||||
Homebuilding Mid Atlantic |
$ | 5,739 | $ | 13,355 | $ | 10,938 | ||||||
Homebuilding North East |
799 | 2,545 | 1,719 | |||||||||
Homebuilding Mid East |
1,637 | 3,483 | 2,065 | |||||||||
Homebuilding South East |
2,043 | 2,311 | 808 | |||||||||
Mortgage Banking |
96 | 612 | 448 | |||||||||
Total Segment Expenditures for
Property and Equipment |
10,314 | 22,306 | 15,978 | |||||||||
Unallocated corporate |
231 | 1,125 | 2,692 | |||||||||
Consolidated Expenditures for
Property and Equipment |
$ | 10,545 | $ | 23,431 | $ | 18,670 | ||||||
3. | Consolidation of Variable Interest Entities |
Revised Interpretation No. 46 (FIN 46R), Consolidation of Variable Interest Entities,
requires the primary beneficiary of a variable interest entity to consolidate that entity on its
financial statements. The primary beneficiary of a variable interest entity is the party that
absorbs a majority of the variable interest entitys expected losses, receives a majority of the
entitys expected residual returns, or both, as a result of ownership, contractual, or other
financial interests in the entity. Expected losses are the expected negative variability in the
fair value of an entitys net assets, exclusive of its variable interests, and expected residual
returns are the expected positive variability in the fair value of an entitys net assets,
exclusive of its variable interests. As discussed below, NVR evaluates the provisions of FIN 46R
as it relates to NVRs finished lot acquisition strategy.
60
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
NVR does not engage in the land development business. Instead, the Company typically
acquires finished building lots at market prices from various development entities under fixed
price purchase agreements. The purchase agreements require deposits that may be forfeited if NVR
fails to perform under the agreements. The deposits required under the 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. As of December 31, 2007, the Company controlled approximately 67,600 lots with
deposits in cash and letters of credit totaling approximately $329,000 and $9,000, respectively.
As of December 31, 2006, the Company controlled approximately 88,500 lots with deposits in cash
and letters of credit totaling approximately $484,000 and $14,000, respectively.
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 purchase agreements by delivering notice of its intent not to
acquire the finished lots under contract. NVRs sole legal obligation and economic loss for
failure to perform under these purchase agreements is limited to the amount of the deposit
pursuant to the liquidating damage provisions contained within the purchase agreements. In other
words, if NVR does not perform under a purchase agreement, NVR loses only its deposit. NVR does
not have any financial or specific performance guarantees, or completion obligations, under these
purchase agreements. None of the creditors of any of the development entities with which NVR
enters fixed price purchase agreements have recourse to the general credit of NVR. Except as
described below, NVR also does not share in an allocation of either the profit earned or loss
incurred by any of these entities with which NVR enters fixed price purchase agreements.
On a very limited basis, NVR also obtains finished lots using joint venture limited liability
corporations (LLCs). All LLCs are structured such that NVR is a non-controlling member and is
at risk only for the amount invested. NVR is not a borrower, guarantor or obligor on any of the
LLCs debt. NVR enters into a standard fixed price purchase agreement to purchase lots from these
LLCs.
At December 31, 2007, NVR had an aggregate investment in twelve separate LLCs totaling
approximately $13,200, which controlled approximately 700 lots. At December 31, 2006, NVR had an
aggregate investment in twelve separate LLCs totaling approximately $14,000, which controlled
approximately 800 lots. NVR recognizes its share of the earnings of the LLCs as a reduction of
the cost basis of the lots at the time that the lot and related home is settled with an external
customer. During the years ended December 31, 2007, 2006 and 2005, NVR reduced cost of sales by
$654, $280, and $287, respectively, which represented NVRs share of the earnings of the LLCs.
As of December 31, 2007, NVRs investment in the LLCs has been partially offset by a contract
land deposit valuation allowance.
Forward contracts, such as the fixed price purchase agreements utilized by NVR to acquire
finished lot inventory, are deemed to be variable interests under FIN 46R. Therefore, the
development entities with which NVR enters fixed price purchase agreements, including the LLCs,
are examined under FIN 46R for possible consolidation by NVR. NVR has developed a methodology to
determine whether it, or conversely, the owner(s) of the applicable development entity is the
primary beneficiary of a development entity. The methodology used to evaluate NVRs primary
beneficiary status requires substantial management judgment and estimation. These judgments and
estimates involve assigning probabilities to various estimated cash flow possibilities relative to
the development entitys expected profits and losses and the cash flows associated with changes in
the fair value of finished lots under contract. Although management believes that its accounting
policy is designed to properly assess NVRs primary beneficiary status relative to its involvement
with the development entities from which NVR acquires finished lots, changes to the probabilities
and the cash flow possibilities used in NVRs evaluation could produce widely different
conclusions regarding whether NVR is or is not a development entitys primary beneficiary.
61
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The Company has evaluated all of its fixed price purchase agreements and LLC arrangements and
has determined that it is the primary beneficiary of thirty-one of those development entities with
which the agreements and arrangements are held. As a result, at December 31, 2007, NVR has
consolidated such development entities in the accompanying consolidated balance sheet. Where NVR
deemed itself to be the primary beneficiary of a development entity created after December 31, 2003
and the development entity refused to provide financial statements, NVR utilized estimation
techniques to perform the consolidation. The effect of the consolidation under FIN 46R at December
31, 2007 was the inclusion on the balance sheet of $180,206 as Assets not owned, consolidated per
FIN 46R with a corresponding inclusion of $164,369 as Liabilities related to assets not owned,
consolidated per FIN 46R, after elimination of intercompany items.
Inclusive in these totals were assets of approximately $51,000 and liabilities of approximately
$46,000 estimated for eleven development entities created after December 31, 2003 that did not
provide financial statements.
At December 31, 2006, under FIN 46R, the Company evaluated all of its fixed price purchase
agreements and LLC arrangements and determined that it was the primary beneficiary of twenty-eight
of those development entities with which the agreements and arrangements were held. As a result,
at December 31, 2006, NVR had consolidated such development entities in the accompanying
consolidated balance sheet. The effect of the consolidation under FIN 46R at December 31, 2006 was
the inclusion on the balance sheet of $276,419 as Assets not owned, consolidated per FIN 46R with a
corresponding inclusion of $244,805 as Liabilities related to assets not owned, consolidated per
FIN 46R, after elimination of intercompany items. Inclusive in these totals were estimated assets
of approximately $23,000 and estimated liabilities of approximately $18,000 for four development
entities created after December 31, 2003 that did not provide financial statements.
62
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Following is the consolidating schedule at December 31, 2007:
NVR, Inc. | ||||||||||||||||
and | FIN 46R | Consolidated | ||||||||||||||
Subsidiaries | Entities | Eliminations | Total | |||||||||||||
ASSETS |
||||||||||||||||
Homebuilding: |
||||||||||||||||
Cash and cash equivalents |
$ | 660,709 | $ | | $ | | $ | 660,709 | ||||||||
Receivables |
10,855 | | | 10,855 | ||||||||||||
Homebuilding inventory |
688,854 | | | 688,854 | ||||||||||||
Property, plant and equipment, net |
32,911 | | | 32,911 | ||||||||||||
Reorganization value in excess of amount
allocable to identifiable assets, net |
41,580 | | | 41,580 | ||||||||||||
Goodwill and intangibles, net |
11,782 | | | 11,782 | ||||||||||||
Contract land deposits |
194,925 | | (6,397 | ) | 188,528 | |||||||||||
Other assets |
261,901 | | (9,440 | ) | 252,461 | |||||||||||
1,903,517 | | (15,837 | ) | 1,887,680 | ||||||||||||
Mortgage banking assets: |
126,530 | | | 126,530 | ||||||||||||
FIN 46R Entities: |
||||||||||||||||
Land under development |
| 176,909 | | 176,909 | ||||||||||||
Other assets |
| 3,297 | | 3,297 | ||||||||||||
| 180,206 | | 180,206 | |||||||||||||
Total assets |
$ | 2,030,047 | $ | 180,206 | $ | (15,837 | ) | $ | 2,194,416 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||
Homebuilding: |
||||||||||||||||
Accounts payable, accrued expenses
and other liabilities |
$ | 470,523 | $ | | $ | | $ | 470,523 | ||||||||
Customer deposits |
125,315 | | | 125,315 | ||||||||||||
Other term debt |
2,820 | | | 2,820 | ||||||||||||
Senior notes |
200,000 | | | 200,000 | ||||||||||||
798,658 | | | 798,658 | |||||||||||||
Mortgage banking liabilities: |
102,014 | | | 102,014 | ||||||||||||
FIN 46R Entities: |
||||||||||||||||
Accounts payable, accrued expenses
and other liabilities |
| 26,703 | | 26,703 | ||||||||||||
Debt |
| 61,612 | | 61,612 | ||||||||||||
Contract land deposits |
| 20,904 | (20,904 | ) | | |||||||||||
Advances from NVR, Inc. |
| 7,949 | (7,949 | ) | | |||||||||||
Minority interest |
| | 76,054 | 76,054 | ||||||||||||
| 117,168 | 47,201 | 164,369 | |||||||||||||
Equity |
1,129,375 | 63,038 | (63,038 | ) | 1,129,375 | |||||||||||
Total liabilities and shareholders
equity |
$ | 2,030,047 | $ | 180,206 | $ | (15,837 | ) | $ | 2,194,416 | |||||||
63
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Following is the consolidating schedule at December 31, 2006:
NVR, Inc. | ||||||||||||||||
and | FIN 46R | Consolidated | ||||||||||||||
Subsidiaries | Entities | Eliminations | Total | |||||||||||||
ASSETS |
||||||||||||||||
Homebuilding: |
||||||||||||||||
Cash and cash equivalents |
$ | 551,738 | $ | | $ | | $ | 551,738 | ||||||||
Receivables |
12,213 | | | 12,213 | ||||||||||||
Homebuilding inventory |
733,616 | | | 733,616 | ||||||||||||
Property, plant and equipment, net |
40,430 | | | 40,430 | ||||||||||||
Reorganization value in excess of amount
allocable to identifiable assets, net |
41,580 | | | 41,580 | ||||||||||||
Goodwill and intangibles, net |
11,936 | | | 11,936 | ||||||||||||
Contract land deposits |
424,792 | | (22,622 | ) | 402,170 | |||||||||||
Other assets |
216,460 | | (8,992 | ) | 207,468 | |||||||||||
2,032,765 | | (31,614 | ) | 2,001,151 | ||||||||||||
Mortgage banking assets: |
196,238 | | | 196,238 | ||||||||||||
FIN 46R Entities: |
||||||||||||||||
Land under development |
| 271,197 | | 271,197 | ||||||||||||
Other assets |
| 5,222 | | 5,222 | ||||||||||||
| 276,419 | | 276,419 | |||||||||||||
Total assets |
$ | 2,229,003 | $ | 276,419 | $ | (31,614 | ) | $ | 2,473,808 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||
Homebuilding: |
||||||||||||||||
Accounts payable, accrued expenses
and other liabilities |
$ | 539,159 | $ | | $ | | $ | 539,159 | ||||||||
Customer deposits |
165,354 | | | 165,354 | ||||||||||||
Other term debt |
3,080 | | | 3,080 | ||||||||||||
Senior notes |
200,000 | | | 200,000 | ||||||||||||
907,593 | | | 907,593 | |||||||||||||
Mortgage banking liabilities: |
169,336 | | | 169,336 | ||||||||||||
FIN 46R Entities: |
||||||||||||||||
Accounts payable, accrued expenses
and other liabilities |
| 13,926 | | 13,926 | ||||||||||||
Debt |
| 163,974 | | 163,974 | ||||||||||||
Contract land deposits |
| 46,723 | (22,622 | ) | 24,101 | |||||||||||
Advances from NVR, Inc. |
| 8,029 | (8,029 | ) | | |||||||||||
Minority interest |
| | 42,804 | 42,804 | ||||||||||||
| 232,652 | 12,153 | 244,805 | |||||||||||||
Equity |
1,152,074 | 43,767 | (43,767 | ) | 1,152,074 | |||||||||||
Total liabilities and shareholders
equity |
$ | 2,229,003 | $ | 276,419 | $ | (31,614 | ) | $ | 2,473,808 | |||||||
64
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Under FIN 46R, an enterprise with an interest in a variable interest entity or potential
variable interest entity created before December 31, 2003, is not required to apply FIN 46R to
that entity if the enterprise, after making an exhaustive effort, is unable to obtain the
information necessary to perform the accounting required to consolidate the variable interest
entity for which it is determined to be the primary beneficiary. At December 31, 2007, NVR has
been unable to obtain the information necessary to perform the accounting required to consolidate
six separate development entities created before December 31, 2003 for which NVR determined it was
the primary beneficiary. NVR has made, or has committed to make, aggregate deposits, totaling
$8,830 to these six separate development entities, with a total aggregate purchase price for the
finished lots of approximately $73,000. The aggregate deposit made or committed to being made is
NVRs maximum exposure to loss. As noted above, because NVR does not have any contractual or
ownership interests in the development entities with which it contracts to buy finished lots
(other than the limited use of the LLCs as discussed above), NVR does not have the ability to
compel these development entities to provide financial or other data. Because NVR has no
ownership rights in any of these six development entities, the consolidation of such entities has
no impact on NVRs net income or earnings per share for the years ended December 31, 2007, 2006
and 2005. Aggregate activity with respect to the six development entities is included in the
following table:
December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Finished lots purchased dollars |
$ | 15,514 | $ | 13,771 | $ | 4,033 | ||||||
Finished lots purchased units |
66 | 82 | 33 |
4. Related Party Transactions
During 2007, 2006, and 2005, NVR purchased, at market prices, developed lots from Elm
Street Development, a company that is controlled by a member of the NVR Board of Directors
(the Board). These transactions were approved by a majority of the independent members of
the Board. Purchases from Elm Street Development totaled approximately $37,000, $50,000, and
$29,000 during 2007, 2006 and 2005, respectively. During 2007, NVR terminated two fixed price
purchase agreements entered into with Elm Street Development prior to 2007 and forfeited $663
in lot deposits as liquidated damages. These deposit forfeitures are included in the total
contract land deposit write-offs discussed previously in Note 1. NVR expects to purchase the
majority of the remaining lots under contract at December 31, 2007 over the next three years
for an aggregate purchase price of approximately $91,000.
5. Property, Plant and Equipment, net
December 31, | ||||||||
2007 | 2006 | |||||||
Homebuilding: |
||||||||
Office facilities and other |
$ | 14,636 | $ | 14,592 | ||||
Model home furniture and fixtures |
30,394 | 32,731 | ||||||
Manufacturing facilities |
26,592 | 24,889 | ||||||
Property under capital leases |
4,005 | 4,005 | ||||||
75,627 | 76,217 | |||||||
Less: accumulated depreciation |
(42,716 | ) | (35,787 | ) | ||||
$ | 32,911 | $ | 40,430 | |||||
Mortgage Banking: |
||||||||
Office facilities and other |
$ | 3,771 | $ | 3,843 | ||||
Less: accumulated depreciation |
(2,890 | ) | (2,675 | ) | ||||
$ | 881 | $ | 1,168 | |||||
65
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Certain property, plant and equipment listed above is collateral for certain debt of NVR
as more fully described in Note 6.
6. Debt
December 31, | ||||||||
2007 | 2006 | |||||||
Homebuilding: |
||||||||
Working capital revolving credit (a) |
$ | | $ | | ||||
Other term debt: |
||||||||
Capital lease obligations due in monthly
installments through 2016 (b) |
$ | 2,820 | $ | 3,080 | ||||
Senior notes (c) |
$ | 200,000 | $ | 200,000 | ||||
Mortgage Banking: |
||||||||
Mortgage warehouse revolving credit (d) |
$ | 83,463 | $ | 153,552 | ||||
(a) | The Company, as borrower, has available an unsecured working capital revolving credit facility (the Facility). The Facility provides for borrowings of up to $600,000, subject to certain borrowing base limitations. The Facility is generally available to fund working capital needs of NVRs homebuilding segment. Up to $150,000 of the Facility is currently available for issuance in the form of letters of credit, of which $17,199 and $22,320 were outstanding at December 31, 2007 and 2006, respectively. The Facility expires in December 2010 and outstanding amounts bear interest at either (i) the prime rate or (ii) the London Interbank Offering Rate (LIBOR) plus Applicable Margin as defined within the Facility. There were no borrowings under the Facility during 2007. The weighted-average interest rate for the amounts outstanding under the Facility during 2006 was 5.9%. At December 31, 2007, there were no borrowing base limitations reducing the amount available to the Company for borrowings. | |
The Facility contains various affirmative and negative covenants. The negative covenants include among others, certain limitations on transactions involving the creation of guarantees, sale of assets, acquisitions, mergers, investments and land purchases. Additional covenants include (i) a minimum adjusted consolidated tangible net worth requirement, (ii) a maximum leverage ratio requirement, and (iii) an interest coverage ratio requirement. These covenants restrict the amount in which the Company would be able to pay in dividends each year. The Company is also subject to borrowing base restrictions if the Companys senior debt rating falls below investment grade. At December 31, 2007 NVR was in compliance with all covenants under the Facility and maintained an investment grade rating on its senior debt. | ||
(b) | The capital lease obligations have fixed interest rates ranging from 5.1% to 13.0% and are collateralized by land, buildings and equipment with a net book value of approximately $1,248 and $1,424 at December 31, 2007 and 2006, respectively. |
The following schedule provides future minimum lease payments under all capital leases
together with the present value as of December 31, 2007:
Year ending December 31, | ||||
2008 |
$ | 484 | ||
2009 |
637 | |||
2010 |
644 | |||
2011 |
645 | |||
2012 |
644 | |||
Thereafter |
1,369 | |||
4,423 | ||||
Amount representing interest |
(1,603 | ) | ||
$ | 2,820 | |||
66
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(c) | On January 20, 1998, the Company filed a shelf registration statement with the Securities and Exchange Commission for the issuance of up to $400,000 of the Companys debt securities (the 1998 Shelf Registration). The 1998 Shelf Registration statement was declared effective on February 27, 1998 and provides that securities may be offered from time to time in one or more series, and in the form of senior or subordinated debt. | |
On June 17, 2003, NVR completed an offering, at par, for $200,000 of 5% Senior Notes due 2010 (the Notes) under the 1998 Shelf Registration. The Notes mature on June 15, 2010 and bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The Notes are general unsecured obligations and rank equally in right of payment with all of NVRs existing and future unsecured senior indebtedness and indebtedness under NVRs existing credit facility. The Notes are senior in right of payment to any future subordinated indebtedness that NVR may incur. The Company may redeem the Notes, in whole or in part, at any time upon not less than 30 nor more than 60 days notice at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, or (b) the discounted present value of the remaining scheduled payments of the Notes to be redeemed, plus, in each case, accrued and unpaid interest. The indenture governing the Notes has, among other items, limitations on the incurrence of secured debt, restrictions on sale and leaseback transactions, and conditions related to mergers and/or the sale of assets. Upon completion of the 2003 Notes offering, we had $55,000 remaining available for issuance under the 1998 Shelf Registration. | ||
On May 27, 2004, NVR filed a shelf registration statement with the SEC to register up to $1,000,000 for future offer and sale of debt securities, common shares, preferred shares, depositary shares representing preferred shares and warrants (the 2004 Shelf Registration). The SEC declared the 2004 Shelf Registration effective on June 15, 2004. NVR expects to use the proceeds received from future offerings issued under the 2004 Shelf Registration for general corporate purposes. As of December 31, 2007, no amounts have been issued under the 2004 Shelf Registration. This discussion of the 2004 Shelf Registration and the 1998 Shelf Registration does not constitute an offer of any securities for sale. | ||
(d) | The mortgage warehouse facility (Mortgage Warehouse Revolving Credit) of NVR Mortgage Finance, Inc. (NVRM) currently has a borrowing limit of $125,000 at December 31, 2007. The Revolving Credit Agreement is used to fund its mortgage origination activities. The interest rate under the Mortgage Warehouse Revolving Credit agreement is either: (i) LIBOR plus 1.0%, or (ii) 1.125% depending on whether NVRM provides compensating balances. The weighted-average interest rates for amounts outstanding under the Mortgage Warehouse Revolving Credit facility were 4.5% and 5.0% during 2007 and 2006, respectively. The average interest rate for amounts outstanding at December 31, 2007 was 3.6%. Mortgage loans collateralize the Mortgage Warehouse Revolving Credit borrowings. The Mortgage Warehouse Revolving Credit facility is annually renewable and currently expires in August 2008. | |
The Mortgage Warehouse Revolving Credit agreement includes, among other items, covenants restricting NVRM from incurring additional borrowings and making intercompany dividends and tax payments. In addition, NVRM is required to maintain a minimum net worth of $14,000. As of December 31, 2007, the borrowing base limitation reduced the amount available to the Company for borrowing to approximately $101,000. The Company was in compliance with all covenants under the Mortgage Warehouse Revolving Credit agreement at December 31, 2007. |
67
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Maturities with respect to the Companys debt as of December 31, 2007 are as follows:
Year Ending December 31, | ||||
2008 |
$ | 83,578 | ||
2009 |
302 | |||
2010 |
200,353 | |||
2011 |
402 | |||
2012 |
456 | |||
Thereafter |
1,192 | |||
Total |
$ | 286,283 | ||
The $83,578 maturing in 2008 includes $83,463 of borrowings under the Mortgage Warehouse
Revolving Credit facility. The $200,353 maturing during 2010 includes $200,000 of Senior
Notes maturing in June 2010.
7. Common Stock
There were 5,137,554 and 5,517,527 common shares outstanding at December 31, 2007 and
2006, respectively. As of December 31, 2007, NVR had reacquired a total of approximately
20,756,000 shares of NVR common stock at an aggregate cost of approximately $3,420,000 since
December 31, 1993. The Company repurchased 784,788; 481,141 and 1,269,050 shares at an
aggregate purchase price of approximately $507,472, $287,064, and $962,609 during 2007, 2006
and 2005, respectively.
Since 1999, the Company has issued shares from the treasury for all stock option
exercises. There have been approximately 5,301,000 common shares reissued from the treasury
in satisfaction of stock option exercises and other employee benefit obligations. The Company
issued 404,815; 370,510 and 318,199 such shares during 2007, 2006 and 2005, respectively.
8. Income Taxes
The provision for income taxes consists of the following:
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Current: |
||||||||||||
Federal |
$ | 189,907 | $ | 373,866 | $ | 386,712 | ||||||
State |
36,231 | 74,691 | 81,288 | |||||||||
Deferred: |
||||||||||||
Federal |
(17,356 | ) | (61,294 | ) | (17,669 | ) | ||||||
State |
(3,232 | ) | (11,704 | ) | (3,471 | ) | ||||||
$ | 205,550 | $ | 375,559 | $ | 446,860 | |||||||
In addition to amounts applicable to income before taxes, the following income tax
benefits were recorded in shareholders equity:
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Income tax benefits arising from
compensation expense for tax
purposes in excess of amounts
recognized for financial
statement purposes |
$ | 69,046 | $ | 95,979 | $ | 94,460 | ||||||
68
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Deferred income taxes on NVRs consolidated balance sheets are comprised of the following:
December 31, | ||||||||
2007 | 2006 | |||||||
Deferred tax assets: |
||||||||
Other accrued expenses and
contract land deposit reserve |
$ | 126,385 | $ | 105,350 | ||||
Deferred compensation |
30,405 | 32,331 | ||||||
Stock option expense |
20,873 | 18,194 | ||||||
Uniform capitalization |
8,240 | 11,307 | ||||||
Unrecognized tax benefit |
25,897 | | ||||||
Other |
7,497 | 8,426 | ||||||
Total deferred tax assets |
219,297 | 175,608 | ||||||
Less: deferred tax liabilities |
3,399 | 3,049 | ||||||
Net deferred tax position |
$ | 215,898 | $ | 172,559 | ||||
Deferred tax assets arise principally as a result of various accruals required for
financial reporting purposes and deferred compensation, which are not currently deductible for
tax return purposes.
Management believes that the Company will have sufficient available carry-backs and
future taxable income to make it more likely than not that the net deferred tax assets will be
realized. Federal taxable income was approximately $376,154 and $833,995 for the years ended
December 31, 2007 and 2006, respectively.
A reconciliation of income tax expense in the accompanying statements of income to the
amount computed by applying the statutory Federal income tax rate of 35% to income before
taxes is as follows:
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Income taxes computed at the
Federal statutory rate |
$ | 188,827 | $ | 337,040 | $ | 400,547 | ||||||
State income taxes, net of Federal
income tax benefit |
23,086 | 43,491 | 53,501 | |||||||||
Other, net |
(6,363 | ) | (4,972 | ) | (7,188 | ) | ||||||
$ | 205,550 | $ | 375,559 | $ | 446,860 | |||||||
The Companys effective tax rate in 2007, 2006 and 2005 was 38.1%, 39.0% and 39.0%,
respectively. The lower effective tax rate in 2007 is primarily due to the favorable tax
impact of the increased deduction for domestic production activities available to the Company
under Internal Revenue Code Section 199, which was established by the American Jobs Creation
Act of 2004.
The Company files a consolidated U.S. federal income tax return, as well as state and local
tax returns in all jurisdictions where the Company maintains operations. With few exceptions,
the Company is no longer subject to income tax examinations by tax authorities for years prior to
2004.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes on January 1, 2007. As a result of the implementation of Interpretation 48, the
Company did not recognize an increase or decrease in the liability for unrecognized tax benefits,
and therefore, no adjustment was made to its balance of retained earnings. A reconciliation of
the beginning and ending amount of unrecognized tax benefits is as follows:
69
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Balance at January 1, 2007 |
$ | 52,077 | ||
Additions for tax positions for prior years |
581 | |||
Additions based on tax positions related to the current year |
6,631 | |||
Reductions for tax positions of prior years |
(3,223 | ) | ||
Settlements |
(404 | ) | ||
Balance at December 31, 2007 |
$ | 55,662 | ||
If recognized, the total amount of unrecognized tax benefits that would affect the effective
tax rate (on a net basis) is $36,383.
The Company recognizes interest related to unrecognized tax benefits in the income tax
expense line. For the years ended December 31, 2007, 2006 and 2005 the Company accrued
interest on unrecognized tax benefits in the amounts of $4,452, $4,540 and $2,034,
respectively. For the years ended December 31, 2007 and 2006, the Company had a total of
$16,969 and $12,709, respectively, of accrued interest on unrecognized tax benefits in its
balance sheet. Based on its historical experience in dealing with various taxing authorities,
the Company has found that it is the administrative practice of these authorities to not seek
penalties from the Company for the tax positions it has taken on its returns, related to its
unrecognized tax benefits. Therefore, the Company does not accrue penalties for the positions
in which it has an unrecognized tax benefit. However, if such penalties were to be accrued,
they would be recorded as a component of income tax expense.
The Company believes that within the next 12 months, it is reasonably possible that the
unrecognized tax benefits will be reduced by approximately $3,300 due to statute expiration in
various state jurisdictions. Furthermore, the Company is currently under audit by the states
of New Jersey and North Carolina.
9. Stock Option, Profit Sharing and Deferred Compensation Plans
Stock Option Plans
NVRs stock option plans provide for the granting of stock options to certain key
employees and Board members of the Company to purchase shares of common stock. The exercise
price of options granted is equal to the market value of the Companys common stock on the
date of grant. Options are granted for a ten-year term, and vest in separate tranches over
periods of 6 to 9 years, depending upon the plan from which the shares were granted. For
options granted prior to May 2005 and after November 2007, vesting is predicated solely on
continued employment over a long-term vesting schedule (service-only options). For all
options granted between May 2005 and October 2007 under all plans, option vesting is
contingent first on the Company achieving an aggregate four-year diluted earnings per share
target (see discussion of the EPS Target below), and if that target is met, then on continued
employment over a period subsequent to the conclusion of the performance period (performance
condition options). At December 31, 2007, there is an aggregate of 2,050,453 options
outstanding, and an additional 486,726 options available to grant, under existing stock option
plans.
70
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following is a summary description of each of the Companys stock option plans for
any plan with options outstanding at December 31, 2007:
| During 1996, the Companys shareholders approved the Board of Directors adoption of the Management Long-Term Stock Option Plan (the 1996 Option Plan). There are 2,000,000 non-qualified stock options (Options) authorized under the Management Long Term Stock Option Plan. All Options were granted at an exercise price equal to the fair market value of the Companys Shares on the date of grant. The Options expire 10 years after the dates upon which they were granted, and vest annually in one-third increments beginning on December 31, 2000, or later depending on the date of grant. | ||
| During 1999, the Companys shareholders approved the Board of Directors adoption of the 1998 Management Long-Term Stock Option Plan (the 1998 Option Plan). There are 1,000,000 Options authorized under the 1998 Option Plan. All Options were granted at an exercise price equal to the fair market value of the Companys Shares on the date of grant. The Options expire 10 years after the dates upon which they were granted. Options granted under the 1998 Option Plan prior to 2003 vest annually in one-third increments beginning on December 31, 2003, or later depending on the date of grant, with vesting contingent upon continued employment. Options granted after 2002 generally vest in 25% increments beginning on December 31, 2006, or later depending on the date of grant. | ||
| During 1999, the Companys shareholders approved the Board of Directors adoption of the 1998 Directors Long Term Stock Option Plan (the 1998 Directors Plan). There were 150,000 Options to purchase shares of common stock authorized for grant to the Companys outside directors under the 1998 Directors Plan. All Options are granted at an exercise price equal to the fair market value of the Companys Shares on the date of grant. The Options were granted for a 10-year period and vest annually in twenty-five percent (25%) increments beginning on either December 31, 2002 or December 31, 2006 (or later), as determined by the date of grant. | ||
| During 2000, the Board approved the 2000 Broadly-Based Stock Option Plan (the 2000 Plan). The Company did not seek approval from its shareholders for the 2000 Plan. There are 2,000,000 Options authorized under the 2000 Plan. All Options are granted at an exercise price equal to the fair market value of the Companys Shares on the date of grant. Grants under the 2000 Plan are available to both employees and members of the Board. The distribution of Options to key employees and members of the board, in aggregate, are limited to 50% or less of the total options authorized under the 2000 Plan. Options granted under the 2000 Plan will expire 10 years from the date of grant, and generally vest annually in 25% increments beginning on December 31, 2006, or later depending on the date of grant. | ||
| During 2005, the Companys shareholders approved the Board of Directors adoption of the 2005 Stock Option Plan (the 2005 Plan). There are 500,000 Options authorized under the 2005 Plan. All Options under the Plan were granted at the fair market value underlying the Shares at the date of grant and are subject to two vesting conditions. The first vesting condition requires that the Company satisfy a performance target based on growth in earnings per share (EPS Target) as of December 31, 2008. The EPS Target has been set at a level that reflects a growth rate in diluted earnings per share of ten percent per year for four years, based on NVRs 2004 diluted earnings per share of $66.42. The aggregate EPS Target is $339.00 per share, the measurement of which is based on the sum of the actual diluted earnings per share results for the four annual periods ending December 31, 2005 through 2008. All Options granted will be cancelled if the EPS Target is not met. Secondly, if the EPS Target is met, Options will vest in 25% annual increments beginning December 31, 2010, or later, depending on the date of grant and based on continued employment. |
71
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Due to the continued earnings decline resulting from the deterioration in market
conditions and NVRs expectation that market conditions will not improve in the near term,
during 2007 the Company determined that it is improbable that it will achieve the EPS Target related to 410,557
outstanding stock options. Based on the Companys assessment that the EPS Target will not be
met, it is expected that none of the contingently issuable options will vest. As a result,
the Company reversed approximately $31,500 of pre-tax stock-based compensation costs
recognized prior to the 2007 third quarter. The reversal of the stock-based compensation is
included in the accompanying consolidated income statement, as follows: $28,450 is included in
homebuilding selling, general and administrative expenses, $900 is included in homebuilding
cost of sales, and $2,150 is included in mortgage banking general and administrative costs.
It is improbable that any future stock-based compensation will be recognized for these
options.
The following table provides additional information relative to NVRs stock option plans
for the year ended December 31, 2007:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contract Life | Intrinsic | ||||||||||||||
Options | Price | (Years) | Value | |||||||||||||
Stock Options |
||||||||||||||||
Outstanding at beginning of period |
2,682,518 | $ | 299.81 | |||||||||||||
Granted |
28,737 | 644.56 | ||||||||||||||
Exercised |
(404,815 | ) | 166.95 | |||||||||||||
Forfeited or expired |
(255,987 | ) | 345.80 | |||||||||||||
Outstanding at end of period |
2,050,453 | $ | 325.13 | 4.4 | $ | 407,774 | ||||||||||
Exercisable at end of period |
725,870 | $ | 190.33 | 3.2 | $ | 242,201 | ||||||||||
To estimate the grant-date fair value of its stock options, the Company uses the
Black-Scholes option-pricing model. The Black-Scholes model estimates the per share fair
value of an option on its date of grant based on the following: the options exercise price;
the price of the underlying stock on the date of grant; the estimated dividend yield; a
risk-free interest rate; the estimated option term; and the expected volatility. For the
risk-free interest rate, the Company uses a U.S. Treasury Strip due in a number of years
equal to the options expected term. NVR has concluded that its historical exercise experience
is the best estimate of future exercise patterns to determine an options expected term. To
estimate expected volatility, NVR analyzed the historic volatility of its common stock. The
fair value of the options granted were estimated on the grant date using the Black-Scholes
option-pricing model based on the following assumptions:
2007 | 2006 | 2005 | ||||||||||
Estimated option life |
8.87 years | 8.72 years | 8.82 years | |||||||||
Risk free interest rate (range) |
4.41% - 5.09 | % | 4.46% - 5.24 | % | 3.84 | % | ||||||
Expected volatility (range) |
36.17% - 38.87 | % | 32.01% - 34.00 | % | 34.15 | % | ||||||
Expected dividend rate |
0.00 | % | 0.00 | % | 0.00 | % | ||||||
Weighted average grant-date fair
value per share of options granted |
$ | 351.10 | $ | 331.73 | $ | 370.03 |
Compensation cost for service-only option grants is recognized on a straight-line basis
over the requisite service period for the entire award (from the date of grant through the
period of the last separately vesting portion of the grant). Compensation cost for
performance condition option grants is recognized on a straight-line basis over the
requisite service period for each vesting tranche of the award as if the award was, in
substance, multiple awards (graded vesting attribution method). Of the 2,050,453 options
outstanding at December 31, 2007, 1,648,081 vest solely based on a service condition, and
402,372 vest based on a combined performance and service condition. Compensation cost is
recognized within the income statement in the same expense line as the cash compensation paid
to the respective employees. SFAS 123R also requires the Company to estimate forfeitures in
calculating the expense related to stock-based compensation. NVR has concluded that its
historical forfeiture rate is the best measure to estimate future forfeitures of granted stock
options. The impact on compensation costs due to changes in the expected forfeiture rate will
be recognized in the period that they become known.
72
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
As of December 31, 2007, the total unrecognized compensation cost for outstanding
unvested service-only stock option awards equals approximately $79,000, net of estimated
forfeitures, and the weighted-average period over which the unrecognized compensation will be
recorded is equal to approximately 2.07 years.
The Company settles option exercises by issuing shares of treasury stock to option
holders. Shares are relieved from the treasury account based on the weighted average cost of
treasury shares acquired. During the years ended December 31, 2007, 2006 and 2005, options to
purchase shares of the Companys common stock of 404,815; 370,510 and 318,199 were exercised.
Information with respect to the exercised options is as follows:
2007 | 2006 | 2005 | ||||||||||
Aggregate exercise proceeds |
$ | 67,583 | $ | 20,451 | $ | 16,726 | ||||||
Aggregate intrinsic value on exercise dates |
$ | 218,255 | $ | 241,693 | $ | 232,725 |
The Company has elected the alternative transition method pursuant to FASB Staff Position
SFAS 123R-3 to establish the beginning balance of the additional paid-in capital pool
available to absorb any future write-offs of deferred tax benefits associated with stock-based
compensation.
On January 3, 2008, the Boards Compensation Committee approved the granting of 256,650
stock options to employees and 11,718 stock options to the Companys non-management Directors.
The options granted to the employees will vest on December 31, 2010. The options granted to
the Directors will vest ratably on December 31, 2010, 2011 and 2012.
Profit Sharing Plans
NVR has a trustee-administered, profit sharing retirement plan (the Profit Sharing
Plan) and an Employee Stock Ownership Plan (ESOP) covering substantially all employees.
The Profit Sharing Plan and the ESOP provide for annual discretionary contributions in amounts
as determined by the NVR Board of Directors. The combined plan contribution for the years
ended December 31, 2007, 2006 and 2005 was $8,799, $13,535 and $15,370, respectively. The
ESOP purchased approximately 15,700 and 18,000 shares of NVR common stock in the open market
for the 2007 and 2006 plan year contributions, respectively, using cash contributions provided
by the Company. As of December 31, 2007, all shares held by the ESOP had been allocated to
participants accounts. The 2007 plan year contribution was funded and fully allocated to
participants in February 2008.
Deferred Compensation Plans
The Company has two deferred compensation plans (Deferred Comp Plan). The specific
purpose of the Deferred Comp Plan is to i) establish a vehicle whereby named executive
officers may defer the receipt of salary and bonus that otherwise would be nondeductible for
Company tax purposes into a period where the Company would realize a tax deduction for the
amounts paid, and ii) to enable certain of our employees who are subject to the Companys
stock holding requirements to acquire shares of our common stock on a pre-tax basis in order
to more quickly meet, and maintain compliance with those stock holding requirements. Amounts
deferred into the Deferred Comp Plan are invested in NVR common stock, held in a rabbi trust
account, and are paid out in a fixed number of shares upon expiration of the deferral period.
73
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The rabbi trust account held 516,085 and 547,911 shares of NVR common stock as of
December 31, 2007 and 2006, respectively. During 2007, 32,096 shares of NVR common stock
were issued from the rabbi trust related to deferred compensation for which the deferral
period ended. There were 270 shares of NVR common stock contributed to the rabbi trust in
2007. Shares held by the Deferred Comp Plan are treated as outstanding shares in the
Companys earnings per share calculation for each of the years ended December 31, 2007, 2006
and 2005.
10. Commitments and Contingent Liabilities
NVR is committed under multiple non-cancelable operating leases involving office
space, model homes, manufacturing facilities, automobiles and equipment. Future minimum
lease payments under these operating leases as of December 31, 2007 are as follows:
Year ended December 31, | ||||
2008 |
$ | 26,660 | ||
2009 |
20,257 | |||
2010 |
12,811 | |||
2011 |
8,842 | |||
2012 |
6,453 | |||
Thereafter |
24,841 | |||
$ | 99,864 | |||
Total rent expense incurred under operating leases was approximately $51,091, $49,506
and $39,033 for the years ended December 31, 2007, 2006 and 2005, respectively.
NVR is not in the land development business. The Company purchases finished lots
under fixed price purchase agreements, which require deposits, which may be forfeited if
the Company fails to perform under the contract. The deposits are in the form of cash or
letters of credit in varying amounts and represent a percentage, typically ranging up to
10%, of the aggregate purchase price of the finished lots. This lot acquisition strategy
reduces the financial requirements and risks associated with direct land ownership and land
development. The Company generally seeks to maintain control over a supply of lots
believed to be suitable to meet its five-year business plan. At December 31, 2007,
assuming that contractual development milestones are met, NVR is committed to placing
additional forfeitable deposits with land developers under existing lot option contracts of
approximately $67,000.
During the ordinary course of operating the mortgage banking and homebuilding
businesses, NVR is required to enter into bond or letter of credit arrangements with local
municipalities, government agencies, or land developers to collateralize its obligations
under various contracts. NVR had $31,341 of contingent obligations under such agreements
(including $17,199 for letters of credit as described in Note 6(a) herein) as of December 31,
2007. NVR believes it will fulfill its obligations under the related contracts and does not
anticipate any material losses under these bonds or letters of credit.
74
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following table reflects the changes in the Companys warranty reserve for the following
(see Note 1 herein for further discussion of warranty/product liability reserves):
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||
Warranty reserve, beginning of year |
$ | 70,175 | $ | 60,112 | $ | 42,319 | ||||||
Provision |
47,041 | 57,222 | 62,598 | |||||||||
Payments |
(46,932 | ) | (47,159 | ) | (44,805 | ) | ||||||
Warranty reserve, end of year |
$ | 70,284 | $ | 70,175 | $ | 60,112 | ||||||
On July 18, 2007, former employees filed lawsuits against the Company in the Court of
Common Pleas in Allegheny County, Pennsylvania and Hamilton County, Ohio, in Superior Court in
Durham County, North Carolina, and in the Circuit Court in Montgomery County, Maryland, and on
July 19, 2007 in the Superior Court in New Jersey, alleging that the Company incorrectly
classified its sales and marketing representatives as being exempt from overtime wages. These
lawsuits are similar in nature to another lawsuit filed on October 29, 2004 by another former
employee in the United States District Court for the Western District of New York. The
complaints seek injunctive relief, an award of unpaid wages, including fringe benefits,
liquidated damages equal to the overtime wages allegedly due and not paid, attorney and other
fees and interest. The suits were filed as purported class actions. The class of
individuals that any of the lawsuits purport to represent has not been certified. The Company
intends to vigorously defend these actions, as the Company believes that its compensation
practices in regard to sales and marketing representatives are entirely lawful. NVRs
position is strongly supported by two letter rulings that the United States Department of
Labor issued in January 2007, in accordance with the DOLs mandate to interpret federal wage
and hour laws. The two courts to most recently consider similar claims against other
homebuilders have adopted the DOLs position that sales and marketing representatives were
properly classified as exempt from overtime wages. Because the company is unable to determine
the likelihood of an unfavorable outcome of this case, or the amount of damages, if any, the
Company has not recorded any associated liabilities in the accompanying consolidated balance
sheet.
In 2006 and 2005, the Company received requests for information pursuant to Section
308(a) of the Clean Water Act (the Act) from Regions 3 and 4 of the United States
Environmental Protection Agency (the EPA). The requests sought information regarding our
storm water management discharge practices in North Carolina, Pennsylvania, Maryland and
Virginia during the homebuilding construction process. The Company has provided the EPA with
information in response to each of its requests. Additionally, in 2005, the EPA notified us
of alleged storm water management violations under the Act at a homebuilding site in
Pennsylvania, and that the Company may potentially be subject to administrative fines of up to
$157 for the alleged violations. The Company has completed our building activity at the
homebuilding site alleged to be in violation. The Company cannot predict the outcome of the
EPAs review of our storm water management practices. Further, it is not known at this time
whether the EPA will seek to take legal action or impose penalties in connection with the
alleged violation at the construction site in Pennsylvania, thus the Company has not recorded
any associated liabilities in the accompanying consolidated balance sheet.
On April 16, 2007, a lawsuit was filed by one of our customers against the Company in the
United States District Court for the Western District of Pennsylvania alleging that the
Company violated Section 8 of the Real Estate Settlement and Protection Act. The complaint
sought treble damages, interest, injunctive and declaratory relief, attorney fees and other
expenses. The lawsuit was filed as a purported class action. In January 2008, the suit was
settled for a nominal amount and dismissed in its entirety.
NVR and its subsidiaries are also involved in various other 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 or results of operations of NVR.
75
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
11. Quarterly Results (unaudited)
The following table sets forth unaudited selected financial data and operating
information on a quarterly basis for the years ended December 31, 2007 and 2006.
Year Ended December 31, 2007 | ||||||||||||||||
4th | 3rd | 2nd | 1st | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Revenueshomebuilding
operations |
$ | 1,405,466 | $ | 1,270,471 | $ | 1,297,140 | $ | 1,075,110 | ||||||||
Gross profit homebuilding
operations |
$ | 181,153 | $ | 183,072 | $ | 235,203 | $ | 221,700 | ||||||||
Mortgage banking fees |
$ | 21,931 | $ | 21,617 | $ | 19,528 | $ | 18,079 | ||||||||
Net income |
$ | 67,274 | $ | 91,113 | $ | 90,747 | $ | 84,821 | ||||||||
Diluted earnings per share |
$ | 11.72 | $ | 15.26 | $ | 14.14 | $ | 12.96 | ||||||||
Contracts for sale, net
of cancellations (units) |
1,948 | 2,660 | 3,745 | 3,917 | ||||||||||||
Settlements (units) |
3,874 | 3,476 | 3,463 | 2,700 | ||||||||||||
Backlog, end of period (units) |
5,145 | 7,071 | 7,887 | 7,605 | ||||||||||||
Loans closed |
$ | 867,106 | $ | 793,749 | $ | 849,430 | $ | 715,039 |
Year Ended December 31, 2006 | ||||||||||||||||
4th | 3rd | 2nd | 1st | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Revenueshomebuilding
operations |
$ | 1,600,733 | $ | 1,528,964 | $ | 1,722,797 | $ | 1,183,742 | ||||||||
Gross profit homebuilding
operations |
$ | 303,361 | $ | 290,293 | $ | 418,614 | $ | 322,703 | ||||||||
Mortgage banking fees |
$ | 26,397 | $ | 24,447 | $ | 26,131 | $ | 20,913 | ||||||||
Net income |
$ | 135,167 | $ | 129,333 | $ | 190,352 | $ | 132,560 | ||||||||
Diluted earnings per share |
$ | 20.86 | $ | 19.63 | $ | 28.08 | $ | 19.48 | ||||||||
Contracts for sale, net
of cancellations (units) |
3,002 | 2,378 | 4,204 | 3,633 | ||||||||||||
Settlements (units) |
4,002 | 3,854 | 4,297 | 2,986 | ||||||||||||
Backlog, end of period (units) |
6,388 | 7,388 | 8,864 | 8,957 | ||||||||||||
Loans closed |
$ | 1,071,286 | $ | 986,677 | $ | 1,123,461 | $ | 736,782 |
76