NVR - 10-Q quarterly report FY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2003

OR

For the transition period from _______ to ________             

Commission file number 1-12378

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act of 1934).

Yes x No ¨

As of May 7, 2003 there were 7,191,063 total shares of common stock outstanding.

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NVR, Inc.

Form 10-Q

INDEX

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PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

NVR, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(Continued)

See notes to condensed consolidated financial statements.

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NVR, Inc.

Condensed Consolidated Balance Sheets (Continued)

(in thousands, except share and per share data)

See notes to condensed consolidated financial statements.

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NVR, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

See notes to condensed consolidated financial statements.

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NVR, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

See notes to condensed consolidated financial statements.

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NVR, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share and share data)

1.    Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR” or the “Company”) and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America, they should be read in conjunction with the financial statements and notes thereto included in the Company’s 2002 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

During the first quarter of 2003, NVR adopted the requirements of Financial Accounting Standards Board Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN No. 46 explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. FIN No. 46 requires the primary beneficiary of a variable interest entity to consolidate the financial position and results of the variable interest entity. FIN No. 46 is effective immediately for variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The Interpretation applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The adoption of FIN No. 46 did not have a material effect on NVR’s financial condition or results of operations for the quarter ended March 31, 2003. NVR is still evaluating the financial statement effect of variable interest entity relationships entered into prior to February 1, 2003. NVR cannot reach any definitive conclusion until it completes its evaluation.

For the quarters ended March 31, 2003 and 2002, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying financial statements.

2.    Stock-Based Compensation

At March 31, 2003, the Company had eight active stock-based employee compensation plans. As permitted under SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123 Accounting for Stock-Based Compensation, NVR has elected to continue to follow 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

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NVR, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share and share data)

to Employees, and related interpretations including Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB No. 25. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

3.    Shareholders’ Equity

A summary of changes in shareholders’ equity is presented below:

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NVR, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share and share data)

Approximately 345,700 options were exercised during the first quarter of 2003, with NVR receiving $3,772 in aggregate equity proceeds. 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 basis of treasury shares acquired.

The Company repurchased approximately 344,300 shares of its common stock at an aggregate purchase price of $113,270 during the three months ended March 31, 2003.

The Deferred Compensation Plan Trust purchased approximately 53,200 shares of NVR common stock on the open market at an aggregate cost of $17,939 during the first quarter of 2003. The compensation deferred resulted from benefits earned by NVR employees under the 2002 High Performance Plan. In addition, approximately 28,700 NVR common shares were issued from the deferred compensation plan trust that were related to deferred compensation for which the deferral period ended.

4.    Segment Disclosures

NVR operates in two business segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below.

For the Three Months Ended March 31, 2003

For the Three Months Ended March 31, 2002

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NVR, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share and share data)

5.    Excess Reorganization Value and Goodwill

Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), requires goodwill and excess reorganization value to be tested for impairment on an annual basis subsequent to the year of adoption. The Company has completed the annual assessment of impairment during the first quarter of 2003 and determined that there is no impairment of either goodwill or excess reorganization value. Additionally, there is no amortization expense recorded for goodwill or for the reorganization value in excess of amounts allocable to identifiable assets in the consolidated statements of income for the periods presented.

6.    Product Warranties

Warranty and product liability reserves are established to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to NVR’s homebuilding business. Liability estimates are determined based on management’s judgment considering such factors as historical experience, the 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 discussions with our General Counsel and other outside counsel retained to handle specific product liability cases. The following table reflects the changes in the Company’s warranty reserve during the quarter ended March 31, 2003:

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Some of the statements in this Form 10-Q, as well as statements made by NVR, Inc. (“NVR”) in periodic press releases and 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 variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties. All statements other than of historical facts included herein, including those regarding market trends, NVR’s financial position, business strategy, projected plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to, general economic and business conditions (on both a national and regional level), interest rate changes, access to suitable financing, competition, the availability and cost of land and other raw materials used by NVR in its homebuilding operations, shortages of labor, weather related slow downs, building moratoria, governmental regulation, the ability of NVR to integrate any acquired business, fluctuation and volatility of stock and other financial markets and other factors over which NVR has little or no control.

Results of Operations for the Three Months Ended March 31, 2003 and 2002

NVR operates in two business segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below. Unless otherwise indicated, all references to dollars in this Item 2 are in thousands, except per share and other share data.

Homebuilding Segment

Three Months Ended March 31, 2003 and 2002

NVR operates in the following geographic regions:

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The following table summarizes settlements, new orders and backlog unit activity for the three months ended March 31, 2003 and 2002 by region:

During the first quarter of 2003, homebuilding operations generated revenues of $723,375 compared to revenues of $674,982 in the first quarter of 2002. The increase in revenues is attributable primarily to a 12.3% increase in the average selling price to $288.0 in 2003 from $256.3 in 2002, partially offset by a 4.6% decrease in the number of units settled during 2003 as compared to 2002. The increase in average selling price is attributable to a larger percentage of settlements of single family detached homes, which, in comparison, are generally higher priced than NVR’s single family attached homes, and to price increases in certain of NVR’s markets. The reduction in units settled to 2,506 units in 2003 from 2,628 units in 2002 is due primarily to weather related delays in certain of NVR’s markets and to development delays.

Gross profit margins in the first quarter of 2003 increased to 25.4% as compared to 24.0% for the quarter ended March 31, 2002. This increase is attributable to continuing favorable market conditions, including tighter lot supplies in certain markets and low interest rates, which provided NVR the opportunity to increase selling prices as discussed above. In addition, costs for lumber and certain other commodities were relatively stable quarter over quarter.

Selling, general and administrative (“SG&A”) expenses for the first quarter of 2003 increased $3,542 from the first quarter of 2002, but as a percentage of revenues, were flat with the first quarter of 2002.

Backlog units and dollars were 6,758 and $2,111,187, respectively, at March 31, 2003 compared to 5,919 and $1,699,214, respectively, at March 31, 2002. The increase in backlog dollars is attributable to a 14.2% increase in backlog units and to a 7.0% increase in the average selling price for the six-month period ended March 31, 2003 as compared to the same period in 2002. The backlog unit increase is primarily attributable to a 14.4% higher beginning backlog balance for the first quarter of 2003 as compared to 2002. New orders for the quarter ended March 31, 2003 compared to the same 2002 period were down 2.7% primarily as a result of decreases in the Washington and Baltimore regions. These

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decreases resulted primarily from declines in the number of active communities of 12% and 7% in the Washington and Baltimore regions, respectively, in the first quarter of 2003 as compared to the first quarter of 2002. These declines in active communities are primarily attributable to development delays.

Mortgage Banking Segment

Three Months Ended March 31, 2003 and 2002

NVR conducts its mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses almost exclusively on serving the homebuilding segment’s customer base. Following is a table of financial and statistical data for the three months ended March 31, 2003 and 2002:

Loan closing volume for the three months ended March 31, 2003 increased 8% over the same period for 2002. The 2003 increase is attributable to a 12% increase in the average loan amount due to the homebuilding segment’s higher average selling prices, offset by a 4% reduction in the number of units closed reflecting the period over period reduction in builder settlements as noted above.

Operating income for the three months ended March 31, 2003 increased approximately $2,300 over 2002. The increase is primarily due to an increase in mortgage banking fees attributable to the aforementioned 8% increase in closed loan volume, increased secondary marketing gains, and higher revenues per loan. Secondary marketing gains for the three months ended March 31, 2003 increased approximately $800 over 2002 due to a more favorable pricing environment. Average revenues per loan (including origination fees, ancillary fees and discount points) for 2003 increased by approximately 21% due to the continuing favorable market environment.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN No. 46 explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. This Interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. FIN No. 46 is effective immediately for variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The Interpretation applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. NVR is still evaluating the financial statement effect of variable interest entity relationships entered into prior to February 1, 2003. NVR cannot reach any definitive conclusion until it completes its evaluation.

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Liquidity and Capital Resources

NVR has $255,000 available for issuance under a shelf registration statement filed with the Securities and Exchange Commission on January 20, 1998. The shelf registration statement, as declared effective on February 27, 1998, provides that securities may be offered from time to time in one or more series and in the form of senior or subordinated debt.

NVR’s homebuilding segment generally provides for its working capital cash requirements using cash generated from operations and a short-term unsecured working capital revolving credit facility (the “Facility”). The Facility expires on May 31, 2004. The Facility provides for borrowings of up to $135,000, subject to certain borrowing base limitations. Up to $40,000 of the Facility is currently available for issuance in the form of letters of credit of which $20,009 was outstanding at March 31, 2003. There were no direct borrowings outstanding under the Facility as of March 31, 2003. At March 31, 2003, there were no borrowing base limitations reducing the amount available to NVR for borrowings.

NVR’s mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations as well as through short-term credit facilities. NVR’s mortgage banking segment has available a mortgage warehouse facility with an aggregate available borrowing limit of $175,000 to fund its mortgage origination activities. There was $127,590 outstanding under this facility at March 31, 2003. NVR’s mortgage banking segment also currently has available an aggregate of $50,000 of borrowing capacity in an uncommitted gestation and repurchase agreement. There was an aggregate of $10,295 outstanding under the gestation and repurchase agreement at March 31, 2003.

In November 2002, the Board of Directors approved the repurchase of up to an aggregate of $150,000 of NVR’s common stock in one or more open market and/or privately negotiated transactions. NVR had fully utilized the $150,000 stock repurchase authorization as of March 31, 2003. In February 2003, the Board of Directors approved the repurchase of up to an aggregate of $150,000 of NVR’s common stock in one or more open market and/or privately negotiated transactions. Through May 9, 2003, NVR had repurchased shares of its common stock at an aggregate purchase price of approximately $14,000 pursuant to the February 2003 repurchase authorization. In aggregate, the Company repurchased approximately 344,300 shares of its common stock at a purchase price of $113,270 during the three months ended March 31, 2003. The Company may, from time to time, repurchase additional shares of its common stock, pursuant to repurchase authorizations by the Board of Directors and subject to the restrictions contained within the Company’s debt agreements.

Management believes that internally generated cash and borrowings available under credit facilities will be sufficient to satisfy short and long term cash requirements for working capital in both its homebuilding and mortgage banking operations.

Item 4.    Controls and Procedures

Within the 90-day period prior to the filing of this quarterly report, an evaluation was performed under the supervision and with the participation of NVR’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of NVR’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no significant changes in NVR’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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Part II.    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

The Company did not file any reports on Form 8-K during the quarter ended March 31, 2003.

Exhibit Index

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS

I, Dwight C. Schar, certify that:

Date: May 15, 2003

By: /s/ Dwight C. Schar                    

Dwight C. Schar

Chairman and Chief Executive Officer

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I, Paul C. Saville, certify that:

Date: May 15, 2003

By: /s/ Paul C. Saville                

Paul C. Saville

Executive Vice President, Chief Financial Officer and Treasurer

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