<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 1-12378
NVR, Inc.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1394360
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)
7601 Lewinsville Road, Suite 300
McLean, Virginia 22102
(703) 761-2000
- ------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Not Applicable)
- ------------------------------------------------------------------------------
(Former name, former address, and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ -----
As of April 25, 2000 there were 9,209,556 total shares of common stock
outstanding.
<PAGE>
NVR, Inc.
FORM 10-Q
INDEX
============================================================
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I FINANCIAL INFORMATION
------
Item 1. NVR, Inc. Condensed Consolidated Financial Statements
-----------------------------------------------------
Condensed Consolidated Balance Sheets at March 31, 2000
(unaudited) and December 31, 1999.................................... 3
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 2000 (unaudited) and
March 31, 1999 (unaudited)........................................... 5
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 (unaudited) and
March 31, 1999 (unaudited)........................................... 6
Notes to Condensed Consolidated Financial Statements................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................. 10
Part II OTHER INFORMATION
-------
Item 6. Exhibits and Reports on Form 8-K..................................... 14
Exhibit Index........................................................ 14
Signature............................................................ 14
</TABLE>
<PAGE>
PART I
------
Item 1.
- -------
NVR, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
ASSETS (unaudited)
<S> <C> <C>
Homebuilding:
Cash and cash equivalents $107,922 $ 77,968
Receivables 9,583 2,171
Inventory:
Lots and housing units, covered under
sales agreements with customers 290,488 276,193
Unsold lots and housing units 32,472 37,573
Manufacturing materials and other 7,335 9,689
-------- --------
330,295 323,455
Property, plant and equipment, net 12,746 13,114
Reorganization value in excess of amounts
allocable to identifiable assets, net 52,361 53,901
Goodwill, net 8,292 8,566
Contract land deposits 69,167 62,784
Other assets 51,634 49,776
-------- --------
642,000 591,735
Mortgage Banking:
Cash and cash equivalents 13,997 11,158
Mortgage loans held for sale, net 107,383 136,311
Mortgage servicing rights, net 3,125 3,384
Property and equipment, net 2,901 4,239
Reorganization value in excess of amounts
allocable to identifiable assets, net 9,251 9,523
Goodwill, net - 2,739
Other assets 4,948 8,192
-------- --------
141,605 175,546
-------- --------
Total assets $783,605 $767,281
======== ========
(Continued)
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
NVR, Inc.
Condensed Consolidated Balance Sheets (Continued)
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
--------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY
Homebuilding:
Accounts payable $ 104,220 $ 98,322
Accrued expenses and other liabilities 133,960 125,172
Customer deposits 58,019 50,348
Notes payable 2,052 2,128
Other term debt 5,142 5,206
Senior notes 145,000 145,000
--------- ---------
448,393 426,176
--------- ---------
Mortgage Banking:
Accounts payable and
other liabilities 9,836 14,666
Notes payable 103,964 125,799
--------- ---------
113,800 140,465
--------- ---------
Total liabilities 562,193 566,641
--------- ---------
Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value; 60,000,000
shares authorized; 20,614,365 and 20,614,855
shares issued as of March 31, 2000 and
December 31, 1999, respectively 205 204
Paid-in-capital 180,217 196,654
Retained earnings 272,138 241,564
Deferred compensation trust-340,703 shares
of NVR, Inc. common stock (16,057) -
Deferred compensation liability 16,057 -
Less treasury stock at cost- 11,223,005 and
11,443,247 shares at March 31, 2000 and
December 31, 1999, respectively (231,148) (237,782)
--------- ---------
Total shareholders' equity 221,412 200,640
--------- ---------
Total liabilities and shareholders'
equity $ 783,605 $ 767,281
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
NVR, Inc.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 2000 March 31,1999
------------------ ------------------
<S> <C> <C>
Homebuilding:
Revenues $ 490,581 $ 429,687
Other income 615 489
Cost of sales (399,677) (356,544)
Selling, general and administrative (29,409) (28,223)
Amortization of reorganization value
in excess of amounts allocable to
identifiable assets/goodwill (1,813) (1,813)
--------- ---------
Operating income 60,297 43,596
Interest expense (3,342) (3,381)
--------- ---------
Homebuilding income 56,955 40,215
--------- ---------
Mortgage Banking:
Mortgage banking fees 7,597 13,522
Interest income 2,038 2,751
Other income 67 94
General and administrative (7,776) (9,322)
Amortization of reorganization value
in excess of amounts allocable to
identifiable assets/goodwill (436) (360)
Interest expense (961) (1,671)
Restructuring and asset impairment charge (5,926) -
--------- ---------
Operating income/(loss) (5,397) 5,014
--------- ---------
Total segment income 51,558 45,229
Income tax expense (20,984) (19,222)
--------- ---------
Net income $ 30,574 $ 26,007
========= =========
Basic earnings per share $ 3.22 $ 2.38
========= =========
Diluted earnings per share $ 2.72 $ 2.02
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 30,574 $ 26,007
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,439 3,207
Restructuring and asset impairment charge 5,926 -
Mortgage loans closed (469,598) (779,406)
Proceeds from sales of mortgage loans 499,626 788,743
Gain on sale of loans (4,869) (10,922)
Net change in assets and liabilities, net of acquisition:
Decrease (increase) in inventories (6,840) 2,572
Increase in receivables (7,064) (9,054)
Increase in accounts payable and accrued expenses 20,153 20,426
Other, net (9,174) 4,911
--------- ---------
Net cash provided by operating activities 62,173 46,484
--------- ---------
Cash flows from investing activities:
Business acquisition, net of cash acquired - (3,697)
Purchase of property, plant and equipment (848) (1,137)
Principal payments on mortgage-backed securities 157 830
Proceeds from sales of mortgage servicing rights, net 5,894 11,144
Other, net (151) 4,237
--------- ---------
Net cash provided by investing activities 5,052 11,377
--------- ---------
Cash flows from financing activities:
Purchase of NVR common stock for
funding of deferred compensation plan (1,606) -
Net borrowings (repayments) under notes payable and other
Term debt (22,143) (12,822)
Purchase of treasury stock (11,490) (10,992)
Other, net 807 994
--------- ---------
Net cash used by financing activities (34,432) (22,820)
--------- ---------
Net increase in cash and cash equivalents 32,793 35,041
Cash and cash equivalents, beginning of the period 89,126 68,504
--------- ---------
Cash and cash equivalents, end of period $ 121,919 $ 103,545
========= =========
Supplemental disclosures of cash flow information:
Interest paid during the period $ 1,224 $ 2,279
========= =========
Income taxes paid, net of refunds $ 3,115 $ 3,642
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share and share data)
1. Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements
include the accounts of NVR, Inc. ("NVR" or the "Company") and its subsidiaries.
Intercompany accounts and transactions have been eliminated in consolidation.
The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. Because the accompanying condensed
consolidated financial statements do not include all of the information and
footnotes required by generally accepted accounting principles, they should be
read in conjunction with the financial statements and notes thereto included in
the Company's 1999 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, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.
For the quarters ended March 31, 2000 and 1999, comprehensive income
equaled net income; therefore, a separate statement of comprehensive income is
not included in the accompanying financial statements.
2. Shareholders' Equity
A summary of changes in shareholders' equity is presented below:
<TABLE>
<CAPTION>
Deferred Deferred
Common Paid-In Retained Treasury Comp. Comp.
Stock Capital Earnings Stock Trust Liability
-------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $204 $196,654 $241,564 $(237,782) $ - $ -
Net income - - 30,574 - - -
Deferred compensation activity - (14,918) - 14,451 (16,057) 16,057
Purchase of common stock
for treasury - - - (11,490) - -
Option activity 1 806 - - - -
Tax benefit from stock-based
compensation activity - 1,348 - - - -
Performance share activity - (3,673) - 3,673 - -
-------- -------- --------- --------- --------- ---------
Balance, March 31, 2000 $205 $180,217 $272,138 $(231,148) $(16,057) $16,057
======== ======== ========= ========= ========= =========
</TABLE>
Approximately 77,700 shares were reissued from the treasury during January
2000 in satisfaction of benefits earned and expensed in 1999 under an equity-
based employee benefit plan. The basis for the shares reissued from the
treasury was $47.25 per share. In addition, approximately 94,000 options were
exercised during the first quarter of 2000, with NVR realizing approximately
$807 in aggregate equity proceeds.
7
<PAGE>
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share and share data)
To minimize the non-deductibility of executive compensation expense due to
the limitations of Section 162(m) of the Internal Revenue Code and still
maintain the ability to competitively compensate the Company's executive
officers, the Company established a deferred compensation plan (Deferred Comp
Plan). The specific purpose of the Deferred Comp Plan was to establish a
vehicle whereby the executive officers could defer the receipt of compensation
that otherwise would be nondeductible for tax purposes into a period where the
Company would realize a tax deduction for the amounts paid. The Deferred Comp
Plan is also available to other members of the Company's management group.
Amounts deferred into the Deferred Comp Plan are invested in NVR common stock
and are paid out in a fixed number of shares upon expiration of the deferral
period.
The Deferred Comp Plan Trust was funded during the first quarter with
305,863 NVR shares issued from the Company's treasury stock account. The basis
for the shares reissued from the treasury was $47.25 per share. In addition,
the Deferred Comp Plan Trust purchased 34,840 NVR common shares on the open
market at an aggregate cost of $1,606. The compensation deferred was related to
benefits earned by NVR employees under the Company's 1994 Management Equity
Incentive Plan and the 1996 High Performance Plan. The aggregate 340,703 shares
are treated as outstanding shares in the earnings per share calculation for the
three months ended March 31, 2000.
3. Segment Disclosures
NVR operates in two business segments: homebuilding and mortgage banking.
Corporate general and administrative expenses are fully allocated to the
homebuilding and mortgage banking segments in the information presented below.
For the Three Months Ended March 31, 2000
- -----------------------------------------
<TABLE>
<CAPTION>
Homebuilding Mortgage Banking Totals
------------ ----------------- --------
<S> <C> <C> <C>
Revenues from external customers $490,581 $ 7,597 $498,178 (a)
Segment profit/(loss) 58,768 (4,961) 53,807 (b)
Segment assets 581,347 132,354 713,701 (b)
</TABLE>
(a) Total amounts for the reportable segments equal the respective amounts for
the consolidated enterprise.
(b) The following reconciles segment profit and segment assets to the
respective amounts for the consolidated enterprise:
<TABLE>
<CAPTION>
Homebuilding Mortgage Banking Totals
------------ ----------------- --------
<S> <C> <C> <C>
Segment profit/(loss) $ 58,768 $ (4,961) $ 53,807
Less: amortization of excess
reorganization value and goodwill (1,813) (436) (2,249)
-------- -------- --------
Consolidated income before income
taxes $ 56,955 $ (5,397) $ 51,558
======== ======== ========
Segment assets $581,347 $132,354 $713,701
Add: Excess reorganization value
and goodwill 60,653 9,251 69,904
-------- -------- --------
Total consolidated assets $642,000 $141,605 $783,605
======== ======== ========
</TABLE>
8
<PAGE>
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share and share data)
For the Three Months Ended March 31, 1999
- -------------------------------------------
<TABLE>
<CAPTION>
Homebuilding Mortgage Banking Totals
------------- ----------------- ----------
<S> <C> <C> <C>
Revenues from external customers $429,687 $ 13,522 $443,209 (c)
Segment profit 42,028 5,374 47,402 (d)
Segment assets 483,101 263,667 746,768 (d)
</TABLE>
(c) Total amounts for the reportable segments equal the respective amounts for
the consolidated enterprise.
(d) The following reconciles segment profit and segment assets to the
respective amounts for the consolidated enterprise:
<TABLE>
<CAPTION>
Homebuilding Mortgage Banking Totals
------------- ----------------- ---------
<S> <C> <C> <C>
Segment profit $ 42,028 $ 5,374 $ 47,402
Less: amortization of excess
reorganization value and goodwill (1,813) (360) (2,173)
-------- -------- --------
Consolidated income before income
taxes $ 40,215 $ 5,014 $ 45,229
======== ======== ========
Segment assets $483,101 $263,667 $746,768
Add: Excess reorganization value
and goodwill 67,907 13,349 81,256
-------- -------- --------
Total consolidated assets $551,008 $277,016 $828,024
======== ======== ========
</TABLE>
4. Mortgage Banking Segment Restructuring Plan
During the first quarter of 2000, NVR formulated a detailed plan to align
its mortgage banking operations to exclusively serve the Company's homebuilding
customers. The plan specifically entails the closure of all of the Company's
retail operations, including all of the retail branches acquired from the
acquisition of First Republic Mortgage Corporation ("First Republic") in March
1999. This action is consistent with the Company's decision in December 1999 to
exit the wholesale mortgage origination business. After the restructuring plan
is complete, the Company's mortgage banking operations will focus solely on
serving the Company's homebuilding operations. The Company expects that the
restructuring plan will be substantially completed during the second quarter of
2000. As a result of the restructuring, the Company incurred restructuring and
asset impairment charges of $5,926, which are included in the mortgage banking
segment's operating results for the three months ended March 31, 2000 in the
accompanying statements of income. For additional details, see the mortgage
banking section of the management discussion and analysis on page 12.
9
<PAGE>
Item 2.
- -------
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(dollars in thousands, except per share and share data)
Forward-Looking Statements
Some of the statements in this Form 10-Q, as well as statements made by the
Company in periodic press releases and other public communications, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereof or comparable
terminology, or by discussion of strategies, each of which involves risks and
uncertainties. All statements other than of historical facts included herein,
including those regarding market trends, the Company's financial position,
business strategy, projected plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results or performance of the Company to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. Such risk factors include, but are not limited to,
general economic and business conditions (on both a national and regional
level), interest rate changes, access to suitable financing competition, the
availability and cost of land and other raw materials used by the Company in its
homebuilding operations, shortages of labor, weather related slow downs,
building moratoria, governmental regulation, the ability of the Company to
integrate any acquired business, fluctuation and volatility of stock and other
financial markets and other factors over which the Company has little or no
control.
Results of Operations for the Three Months Ended March 31, 2000 and 1999
NVR, Inc. ("NVR" or the "Company") operates in two business segments:
homebuilding and mortgage banking. Corporate general and administrative
expenses are fully allocated to the homebuilding and mortgage banking segments
in the information presented below.
Homebuilding Segment
Three Months Ended March 31, 2000 and 1999
During the first quarter of 2000, homebuilding operations generated
revenues of $490,581 compared to revenues of $429,687 in the first quarter of
1999. The change in revenues was due primarily to a 6.6% increase in the number
of homes settled to 2,236 units in 2000 from 2,098 units in 1999, and to a 6.9%
increase in the average selling price to $218.3 in 2000 from $204.2 in 1999.
The increase in settlements is a direct result of the substantially higher
backlog at the beginning of the 2000 quarter as compared to the beginning of the
same 1999 quarter. The increase in the average selling price is attributable to
price increases in certain of the Company's markets and to single family
detached units representing a larger percentage of the total units settled in
the current period as compared to the prior year period. New orders of 2,609
during the first quarter of 2000 increased 2.7% compared with the 2,541 new
orders generated during the same 1999 period. The increase in new orders was
predominantly the result of increases in the Washington/Baltimore area.
Gross profit margins in the first quarter of 2000 increased to 18.5% as
compared to 17.0% for the quarter ended March 31, 1999. The increase in gross
margins was due to continuing favorable market
10
<PAGE>
conditions, which provided the Company the opportunity to increase selling
prices in certain of its markets, and to the Company's ongoing focus on
controlling construction costs. In addition, the increased unit activity at the
community level resulting from these favorable market conditions has enabled the
Company to better leverage its fixed costs.
Selling, general and administrative ("SG&A") expenses for the first quarter
of 2000 increased $1,186 from the first quarter of 1999, but as a percentage of
revenues, decreased to 6.0% in 2000 from 6.6% in the first quarter of 1999. The
increase in SG&A dollars is primarily attributable to the aforementioned
increase in revenues. The percentage decrease is primarily attributable to
improved operating efficiencies resulting from the continued favorable market
conditions as explained above and to the overall larger revenue base.
Backlog units and dollars were 5,308 and $1,273,407, respectively, at March
31, 2000 compared to 5,016 and $1,060,724, respectively, at March 31, 1999. The
increase in backlog units and dollars is primarily attributable to a 2.0%
increase in new orders for the six month period ended March 31, 2000 compared to
the same 1999 period, and to a slower backlog turn. The increase in backlog
dollars is also due to an 11.8% increase in the average selling price over the
same six month period.
The Company believes that earnings before interest, taxes, depreciation and
amortization ("EBITDA") provides a meaningful comparison of operating
performance of the homebuilding segment because it excludes the amortization of
certain intangible assets and non-cash compensation cost. Although the Company
believes the calculation is helpful in understanding the performance of the
homebuilding segment, EBITDA should not be considered a substitute for net
income or cash flow as indicators of the Company's financial performance or its
ability to generate liquidity.
Calculation of Homebuilding EBITDA:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
<S> <C> <C>
2000 1999
------- -------
Operating income $60,297 $43,596
Depreciation 1,020 746
Amortization of excess reorganization
value/goodwill 1,813 1,813
Non-cash compensation - 4,158
------- -------
Homebuilding EBITDA $63,130 $50,313
======= =======
% of Homebuilding revenues 12.9% 11.7%
======= =======
</TABLE>
Homebuilding EBITDA in the first quarter of 2000 was $12,817 higher than in
the first quarter of 1999, and as a percentage of homebuilding revenues,
increased to 12.9% from 11.7%.
Mortgage Banking Segment
Three Months Ended March 31, 2000 and 1999
The mortgage banking segment incurred an operating loss of $5,397 for the
three months ended March 31, 2000 compared to operating income of $5,014 during
the same period in 1999. During the first quarter of 2000, NVR formulated a
detailed plan to align its mortgage banking operations to exclusively serve the
Company's homebuilding customers. The plan specifically entails the closure of
all of the Company's retail operations, including all of the retail branches
acquired from the acquisition of First Republic Mortgage Corporation ("First
Republic") completed in March 1999. This action is consistent with the Company's
decision in December 1999 to exit the wholesale mortgage origination business.
After the restructuring plan is complete, the Company's mortgage banking
operations will focus solely on serving the Company's homebuilding operations.
The Company anticipates that the restructuring plan will be substantially
completed in the second quarter of 2000.
11
<PAGE>
As a result of the restructuring, the Company incurred restructuring and
asset impairment charges of $5,926, which are included in the mortgage banking
segments operating results for the three months ended March 31, 2000, in the
accompanying statements of income. A detail of the costs comprising the total
charge incurred is as follows:
<TABLE>
<CAPTION>
<S> <C>
Write off of First Republic goodwill (1) $ 2,575
Noncancelable office and equipment leases 1,480
Asset impairments (2) 1,362
Severance (3) 509
-------
Total $ 5,926
=======
</TABLE>
(1) As a result of the restructuring, all of First Republic's operations will
cease in the entirety, rendering the goodwill recorded upon acquisition
fully unrecoverable.
(2) The asset impairments relate predominantly to mortgage origination software
development costs capitalized by First Republic, which are no longer in
use.
(3) The Company will terminate approximately 100 employees. Predominantly all
of the severance will be paid in the quarter ending June 30, 2000.
Separately, approximately $517 of the $650 accrual established at December
31, 1999, for the plan to exit the Company's wholesale operations and select
retail branches, remains at March 31, 2000. The Company expects to pay this
remaining accrual throughout 2000.
Excluding the restructuring and impairment charges incurred in the three
months ended March 31, 2000, operating income was $529, a decrease of 89% from
the $5,014 of operating income generated in the first three months of 1999.
This was primarily due to a 40% reduction in loan closings to $469,598 for the
first quarter of 2000 compared to $779,406 in loan closings for the first
quarter of 1999, and to competitive pricing pressures.
The Company expects that the post-restructuring operating activities of the
mortgage banking segment will generate operating income in the final three
quarters of 2000, but those operating profits will most likely be less than the
comparable results from 1999.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 133 requires all derivatives to be recognized
as either assets or liabilities on the balance sheet and be measured at fair
value. Depending on the hedge designation, changes in such fair value will be
recognized in either other comprehensive income or current earnings on the
income statement. During June 1999, the FASB issued SFAS No. 137, which amended
SFAS No. 133. SFAS No. 133, as amended, is now effective for fiscal years
beginning after June 15, 2000, and is applicable to interim periods in the
initial year of adoption. At the present time, the Company cannot determine the
impact that SFAS No. 133 will have on its financial statements upon adoption on
January 1, 2001, as such impact will be determined based on loans held in
inventory and forward mortgage delivery contracts outstanding at the date of
adoption.
12
<PAGE>
Liquidity and Capital Resources
The Company has $225,000 available for issuance under a shelf registration
statement filed with the Securities and Exchange Commission on January 20, 1998.
The 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.
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, 2002. The Facility provides for borrowings of up to $100,000
of which $60,000 is currently committed. Up to approximately $24,000 of the
Facility is currently available for issuance in the form of letters of credit of
which $13,714 was outstanding at March 31, 2000. There were no direct
borrowings outstanding under the Facility as of March 31, 2000.
NVR's mortgage banking segment provides for its mortgage origination and
other operating activities using cash generated from operations as well as a
short-term credit facility. NVR Finance has available a mortgage warehouse
facility with an aggregate available borrowing limit of $200,000 to fund its
mortgage origination activities. There was $95,694 outstanding under this
facility at March 31, 2000. NVR Finance also currently has available an
aggregate of $120,000 of borrowing capacity in various uncommitted gestation and
repurchase agreements. There was an aggregate of $7,557 outstanding under such
gestation and repurchase agreements at March 31, 2000.
The Company believes that internally generated cash and borrowings
available under credit facilities will be sufficient to satisfy near and long
term cash requirements for working capital in both its homebuilding and mortgage
banking operations.
Other Elements Impacting Liquidity
During the three months ended March 31, 2000, the Company repurchased
approximately 257,000 shares of its common stock at an aggregate purchase price
of $11,490. 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.
13
<PAGE>
Part II
-------
Item 6. Exhibits and Reports on Form 8-K
- -------
a. 11. Computation of Earnings per Share.
b. 27 Financial Data Schedule
b. The Company did not file any reports on Form 8-K during the
quarter ended March 31, 2000.
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- --------------------------------- ----
<S> <C> <C>
11 Computation of Earnings per Share 15
27 Financial Data Schedule 16
</TABLE>
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.
May 2, 2000 NVR, Inc.
By: /s/ Paul C. Saville
---------------------------------
Paul C. Saville
Senior Vice President Finance and
Chief Financial Officer
14
<PAGE>
Exhibit 11
NVR, Inc.
Computation of Earnings Per Share
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
------- -------
<S> <C> <C> <C>
1. Net income $30,574 $26,007
======= =======
2. Average number of shares outstanding 9,491 10,945
3. Shares issuable upon exercise of
dilutive options outstanding during
period, based on average market price 1,767 1,930
------- -------
4. Average number of shares and share
equivalents outstanding (2 + 3) 11,258 12,875
======= =======
5. Basic earnings per share $ 3.22 $ 2.38
======= =======
6. Diluted earnings per share $ 2.72 $ 2.02
======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NVR, INC.'S
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN FORM 10-Q FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 121,919
<SECURITIES> 0
<RECEIVABLES> 9,583
<ALLOWANCES> 0
<INVENTORY> 330,295
<CURRENT-ASSETS> 0
<PP&E> 15,647
<DEPRECIATION> 0
<TOTAL-ASSETS> 783,605
<CURRENT-LIABILITIES> 0
<BONDS> 145,000
0
0
<COMMON> 180,422
<OTHER-SE> 40,990
<TOTAL-LIABILITY-AND-EQUITY> 783,605
<SALES> 490,581
<TOTAL-REVENUES> 500,898
<CGS> 399,677
<TOTAL-COSTS> 442,788
<OTHER-EXPENSES> 2,249<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,303
<INCOME-PRETAX> 51,558
<INCOME-TAX> 20,984
<INCOME-CONTINUING> 30,574
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,574
<EPS-BASIC> 3.22
<EPS-DILUTED> 2.72
<FN>
<F1>ITEM REPRESENTS THE NON-CASH AMORTIZATION OF EXCESS REORGANIZATION VALUE AND
GOOD WILL.
</FN>
</TABLE>
