XNYS:NVR NVR Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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Table of Contents

 

 

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 June 30, 2012

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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

11700 Plaza America Drive, Suite 500

Reston, Virginia 20190

(703) 956-4000

(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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of July 24, 2012 there were 5,146,635 total shares of common stock outstanding.

 

 

 


Table of Contents

NVR, Inc.

Form 10-Q

INDEX

 

 

 

         Page  

PART I

 

FINANCIAL INFORMATION

  

Item 1.

 

NVR, Inc. Condensed Consolidated Financial Statements

  
 

Condensed Consolidated Balance Sheets at June 30, 2012 (unaudited) and December 31, 2011

     3   
 

Condensed Consolidated Statements of Income (unaudited) for the Three Months Ended June 30, 2012 and June 30, 2011 and the Six Months Ended June 30, 2012 and June 30, 2011

     5   
 

Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2012 and June 30, 2011

     6   
 

Notes to Condensed Consolidated Financial Statements

     7   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     18   

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     35   

Item 4.

 

Controls and Procedures

     35   

PART II

 

OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     35   

Item 1A.

 

Risk Factors

     36   

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     36   

Item 6.

 

Exhibits

     37   
 

Signature

     38   
 

Exhibit Index

     39   

 

2


Table of Contents
PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

NVR, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

     June 30, 2012      December 31, 2011  
     (unaudited)         

ASSETS

     

Homebuilding:

     

Cash and cash equivalents

   $ 587,646       $ 475,566   

Receivables

     9,612         6,789   

Inventory:

     

Lots and housing units, covered under sales agreements with customers

     530,577         363,833   

Unsold lots and housing units

     89,712         82,578   

Land under development

     70,993         78,045   

Manufacturing materials and other

     9,881         8,694   
  

 

 

    

 

 

 
     701,163         533,150   

Assets related to consolidated variable interest entity

     16,648         20,182   

Contract land deposits, net

     155,860         131,930   

Property, plant and equipment, net

     25,114         23,243   

Reorganization value in excess of amounts allocable to identifiable assets, net

     41,580         41,580   

Other assets, net

     275,630         268,878   
  

 

 

    

 

 

 
     1,813,253         1,501,318   
  

 

 

    

 

 

 

Mortgage Banking:

     

Cash and cash equivalents

     5,006         4,766   

Mortgage loans held for sale, net

     150,378         252,352   

Property and equipment, net

     1,947         1,694   

Reorganization value in excess of amounts allocable to identifiable assets, net

     7,347         7,347   

Other assets

     13,029         12,008   
  

 

 

    

 

 

 
     177,707         278,167   
  

 

 

    

 

 

 

Total assets

   $ 1,990,960       $ 1,779,485   
  

 

 

    

 

 

 

See notes to condensed consolidated financial statements.

 

(Continued)

 

3


Table of Contents

NVR, Inc.

Condensed Consolidated Balance Sheets (Continued)

(in thousands, except share and per share data)

 

     June 30, 2012     December 31, 2011  
     (unaudited)        

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Homebuilding:

    

Accounts payable

   $ 158,358      $ 125,649   

Accrued expenses and other liabilities

     190,377        185,423   

Liabilities related to consolidated variable interest entity

     1,743        1,013   

Non-recourse debt related to consolidated variable interest entity

     1,050        4,983   

Customer deposits

     90,255        61,223   
  

 

 

   

 

 

 
     441,783        378,291   
  

 

 

   

 

 

 

Mortgage Banking:

    

Accounts payable and other liabilities

     27,353        26,395   
  

 

 

   

 

 

 
     27,353        26,395   
  

 

 

   

 

 

 

Total liabilities

     469,136        404,686   
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity:

    

Common stock, $0.01 par value; 60,000,000 shares authorized; 20,556,198 shares issued as of both June 30, 2012 and December 31, 2011

     206        206   

Additional paid-in-capital

     1,113,118        1,072,779   

Deferred compensation trust – 152,223 and 152,964 shares of NVR, Inc. common stock as of June 30, 2012 and December 31, 2011, respectively

     (25,331     (25,581

Deferred compensation liability

     25,331        25,581   

Retained earnings

     4,225,453        4,158,492   

Less treasury stock at cost – 15,418,099 and 15,578,565 shares at June 30, 2012 and December 31, 2011, respectively

     (3,816,953     (3,856,678
  

 

 

   

 

 

 

Total shareholders’ equity

     1,521,824        1,374,799   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 1,990,960      $ 1,779,485   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

NVR, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Homebuilding:

        

Revenues

   $ 755,290      $ 682,663      $ 1,341,485      $ 1,185,407   

Other income

     538        1,362        1,446        2,820   

Cost of sales

     (624,978     (558,601     (1,116,807     (976,521

Selling, general and administrative

     (73,754     (68,045     (145,930     (135,233
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     57,096        57,379        80,194        76,473   

Interest expense

     (112     (287     (228     (509
  

 

 

   

 

 

   

 

 

   

 

 

 

Homebuilding income

     56,984        57,092        79,966        75,964   
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage Banking:

        

Mortgage banking fees

     14,493        13,218        28,790        24,978   

Interest income

     815        1,085        2,480        2,200   

Other income

     136        121        212        160   

General and administrative

     (8,327     (7,898     (16,240     (14,575

Interest expense

     (146     (264     (295     (538
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage banking income

     6,971        6,262        14,947        12,225   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before taxes

     63,955        63,354        94,913        88,189   

Income tax expense

     (17,117     (24,909     (27,952     (34,570
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 46,838      $ 38,445      $ 66,961      $ 53,619   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share

   $ 9.17      $ 6.65      $ 13.19      $ 9.24   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

   $ 8.97      $ 6.48      $ 12.90      $ 8.98   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic weighted average shares outstanding

     5,106        5,785        5,075        5,804   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average shares outstanding

     5,221        5,929        5,191        5,974   
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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NVR, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

     Six Months Ended June 30,  
     2012     2011  

Cash flows from operating activities:

    

Net income

   $ 66,961      $ 53,619   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     3,730        3,236   

Excess income tax benefit from equity-based compensation

     (4,709     (21,391

Equity-based compensation expense

     33,173        31,705   

Contract land deposit (recoveries) impairments

     (1,160     4,069   

Gain on sale of loans

     (21,569     (18,865

Mortgage loans closed

     (880,315     (816,908

Proceeds from sales of mortgage loans

     1,001,691        833,579   

Principal payments on mortgage loans held for sale

     1,612        2,061   

Distribution of earnings from unconsolidated joint ventures

     805        1,657   

Net change in assets and liabilities:

    

Increase in inventory

     (164,327     (103,558

Increase in contract land deposits

     (22,770     (32,485

Increase in receivables

     (3,005     (487

Increase in accounts payable, accrued expenses and customer deposits

     70,547        29,100   

Other, net

     (8,273     9,445   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     72,391        (25,223
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Investments in and advances to unconsolidated joint ventures

     (1,000     (61,600

Distribution of capital from unconsolidated joint ventures

     4,421        7,343   

Purchase of property, plant and equipment

     (5,999     (7,478

Proceeds from the sale of property, plant and equipment

     263        307   
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,315     (61,428
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Purchase of treasury stock

     —          (300,885

Net repayments under note payable and credit lines

     (565     (744

Repayments under non-recourse debt related to consolidated variable interest entity

     (4,375     (3,784

Borrowings under non-recourse debt related to consolidated variable interest entity

     442        2,727   

Excess income tax benefit from equity-based compensation

     4,709        21,391   

Proceeds from the exercise of stock options

     42,182        104,592   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     42,393        (176,703
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     112,469        (263,354

Cash and cash equivalents, beginning of the period

     480,794        1,193,750   
  

 

 

   

 

 

 

Cash and cash equivalents, end of the period

   $ 593,263      $ 930,396   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Interest paid during the period, net of interest capitalized

   $ 587      $ 1,056   
  

 

 

   

 

 

 

Income taxes paid during the period, net of refunds

   $ 15,041      $ 14,033   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per 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 and certain other entities in which the Company is deemed to be the primary beneficiary (see Note 2 to the accompanying condensed consolidated financial statements). 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 (“GAAP”) 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 GAAP for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP, they should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform to 2012 presentation.

For the three and six month periods ended June 30, 2012 and 2011, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.

 

2. Variable Interest Entities and Joint Ventures

Fixed Price Purchase Agreements

NVR generally 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 agreement. 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.

NVR believes 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. NVR’s 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 liquidated damage provisions contained within the purchase agreements. In other words, if NVR does not perform under a purchase agreement, NVR loses only its deposit. 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. NVR generally does not have any specific performance obligations to purchase a certain number or any of the lots, nor does NVR guarantee completion of the development by the developer or guarantee any of the developers’ financial or other liabilities.

NVR is not involved in the design or creation of any of the development entities from which the Company purchases lots under fixed price purchase agreements. The developer’s equity holders have the power to direct 100% of the operating activities of the development entity. NVR has no voting rights in any of the development entities. The sole purpose of the development entity’s activities is to generate positive cash flow returns to its equity holders. Further, NVR does not share in any of the profit or loss generated by the project’s development. The profits and losses are passed directly to the developer’s equity holders.

 

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Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

The deposit placed by NVR pursuant to the fixed price purchase agreement is deemed to be a variable interest in the respective development entities. Those development entities are deemed to be variable interest entities (“VIE”). Therefore, the development entities with which NVR enters fixed price purchase agreements, including the joint venture limited liability corporations, as discussed below, are evaluated for possible consolidation by NVR. An enterprise must consolidate a VIE when that enterprise has a controlling financial interest in the VIE. An enterprise is deemed to have a controlling financial interest if it has i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and ii) the obligation to absorb losses of the VIE that could be significant to the VIE or the rights to receive benefits from the VIE that could be significant to the VIE.

NVR believes the activities that most significantly impact a development entity’s economic performance are the operating activities of the entity. Unless and until a development entity completes finished building lots through the development process to be able to sell, the process of which the development entities’ equity investors bear the full risk, the entity does not earn any revenues. The operating development activities are managed solely by the development entity’s equity investors.

The development entities with which NVR contracts to buy finished lots typically select the respective projects, obtain the necessary zoning approvals, obtain the financing required with no support or guarantees from NVR, select who will purchase the finished lots and at what price, and manage the completion of the infrastructure improvements, all for the purpose of generating a cash flow return to the development entity’s equity holders and all independent of NVR. The Company possesses no more than limited protective legal rights through the purchase agreement in the specific finished lots that it is purchasing, and NVR possesses no participative rights in the development entities. Accordingly, NVR does not have the power to direct the activities of a developer that most significantly impact the developer’s economic performance. For this reason, NVR has concluded that it is not the primary beneficiary of the development entities with which the Company enters fixed price purchase agreements, and therefore, NVR does not consolidate any of these VIEs.

As of June 30, 2012, NVR controlled approximately 50,300 lots with deposits in cash and letters of credit totaling approximately $224,900 and $3,700, respectively. As noted above, NVR’s 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 liquidated damage provisions contained within the purchase agreements and in very limited circumstances, specific performance obligations. NVR’s total risk of loss related to contract land deposits as of June 30, 2012 and December 31, 2011, is as follows:

 

     June 30, 2012     December 31, 2011  

Contract land deposits

   $ 224,881      $ 202,263   

Loss reserve on contract land deposits

     (69,021     (70,333
  

 

 

   

 

 

 

Contract land deposits, net

     155,860        131,930   

Contingent obligations in the form of letters of credit

     3,744        3,228   

Contingent specific performance obligations (1)

     8,783        8,526   
  

 

 

   

 

 

 

Total risk of loss

   $ 168,387      $ 143,684   
  

 

 

   

 

 

 

 

(1) At June 30, 2012 and December 31, 2011, the Company was committed to purchase 96 and 92 finished lots under specific performance obligations, respectively.

 

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Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

Joint Ventures

On a limited basis, NVR also obtains finished lots using joint venture limited liability corporations (“JVs”). All JVs are typically structured such that NVR is a non-controlling member and is at risk only for the amount the Company has invested, in addition to any deposits placed under fixed price purchase agreements with the JV. NVR is not a borrower, guarantor or obligor on any debt of the JVs, as applicable. The Company enters into a standard fixed price purchase agreement to purchase lots from these JVs, and as a result has a variable interest in these JVs.

At June 30, 2012, the Company had an aggregate investment totaling approximately $87,800 in four JVs that are expected to produce approximately 6,500 finished lots, of which approximately 2,700 were not under contract with NVR. The Company has determined that it is not the primary beneficiary of three of the JVs because NVR and the other JV partner either share power or the other JV partner has the controlling financial interest. The aggregate investment in these three JVs was approximately $74,000 and is reported in the “Other assets, net” line item on the accompanying condensed consolidated balance sheets. For the remaining JV, NVR has concluded that it is the primary beneficiary because the Company has the controlling financial interest in the JV. The condensed balance sheets at June 30, 2012 and December 31, 2011, of the consolidated JV are as follows:

 

     June 30, 2012      December 31, 2011  

Cash

   $ 611       $ 462   

Restricted cash

     504         503   

Other assets

     127         125   

Land under development

     15,406         19,092   
  

 

 

    

 

 

 

Total assets

   $ 16,648       $ 20,182   
  

 

 

    

 

 

 

Debt

   $ 1,050       $ 4,983   

Accrued expenses

     571         108   

Equity

     15,027         15,091   
  

 

 

    

 

 

 

Total liabilities and equity

   $ 16,648       $ 20,182   
  

 

 

    

 

 

 

 

3. Land Under Development

On a limited basis, NVR directly acquires raw parcels of land already zoned for its intended use to develop into finished lots. Land under development includes the land acquisition costs, direct improvement costs, capitalized interest, where applicable, and real estate taxes. As of June 30, 2012, NVR directly owned four separate raw parcels of land with a carrying value of $70,993 that it intends to develop into approximately 830 finished lots for use in its homebuilding operations. None of the raw parcels had any indicators of impairment as of June 30, 2012. Based on current market conditions, NVR may, on a very limited basis, directly acquire additional raw parcels to develop into finished lots. See the Overview section of Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein for additional discussion.

 

4. Contract Land Deposits

As of June 30, 2012, NVR controlled approximately 50,300 lots under purchase agreements with deposits in cash and letters of credit totaling approximately $224,900 and $3,700, respectively. At December 31, 2011, NVR controlled approximately 48,200 lots under purchase agreements with deposits in cash and letters of credit totaling approximately $202,300 and $3,200, respectively. During the three and six month periods ended June 30, 2012, the Company recognized a net pre-tax recovery of approximately $100 and

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

$1,200, respectively, of contract land deposits previously determined to be uncollectible. During the three and six month periods ended June 30, 2011, the Company recognized a net pre-tax charge of approximately $2,700 and $4,100, respectively, related to the impairment of contract land deposits. The contract land deposit asset is shown net of an approximate $69,000 and $70,300 impairment valuation allowance at June 30, 2012 and December 31, 2011, respectively.

 

5. Earnings per Share

The following weighted average shares and share equivalents were used to calculate basic and diluted earnings per share for the three and six months ended June 30, 2012 and 2011:

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2012     2011     2012     2011  

Weighted average number of shares outstanding used to calculate basic EPS

    5,106,000        5,785,000        5,075,000        5,804,000   

Dilutive Securities:

       

Stock options and restricted share units

    115,000        144,000        116,000        170,000   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares and share equivalents used to calculate diluted EPS

    5,221,000        5,929,000        5,191,000        5,974,000   
 

 

 

   

 

 

   

 

 

   

 

 

 

The assumed proceeds used in the treasury method for calculating NVR’s diluted earnings per share includes the amount the employee must pay upon exercise, the amount of compensation cost attributed to future services and not yet recognized and the amount of tax benefits that would be credited to additional paid-in-capital assuming exercise of the stock option or vesting of the restricted share unit. The assumed amount credited to additional paid-in-capital equals the tax benefit from the assumed exercise of stock options or the assumed vesting of restricted share units after consideration of the intrinsic value upon assumed exercise less the actual stock-based compensation expense recognized in the income statement.

Stock options and restricted share units issued under equity benefit plans to purchase 160,672 and 479,807 shares of common stock were outstanding during the three and six month periods ended June 30, 2012, and stock options and restricted share units issued under equity benefit plans to purchase 449,134 and 448,810 shares of common stock were outstanding during the three and six month periods ended June 30, 2011, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive in the respective periods.

 

6. Excess Reorganization Value

Reorganization value in excess of identifiable assets (“excess reorganization value”) is an indefinite life intangible asset that was created upon NVR’s emergence from bankruptcy on September 30, 1993. Based on the allocation of the reorganization value, the portion of the reorganization value which was not attributed to specific tangible or intangible assets has been reported as excess reorganization value, which is treated similarly to goodwill. Excess reorganization value is not subject to amortization. Rather, excess reorganization value is subject to an impairment assessment on an annual basis or more frequently if changes in events or circumstances indicate that impairment may have occurred. Because excess reorganization value was based on the reorganization value of NVR’s entire enterprise upon bankruptcy emergence, the impairment assessment is conducted on an enterprise basis based on the comparison of NVR’s total equity compared to the market value of NVR’s outstanding publicly-traded common stock. The Company completed the annual assessment of impairment during the first quarter of 2012 and determined that there was no impairment of excess reorganization value.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

7. Income Taxes

During the three months ended June 30, 2012, the Company reduced its provision for unrecognized tax benefits by $6,989. The reduction followed settlements with and an audit by certain taxing authorities during 2012 which led the Company to update its evaluation of the administrative practices in other states and whether the positions taken in those states were effectively settled.

 

8. Shareholders’ Equity

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

 

            Additional                  Deferred     Deferred        
     Common      Paid-In-     Retained      Treasury     Comp.     Comp.        
     Stock      Capital     Earnings      Stock     Trust     Liability     Total  

Balance, December 31, 2011

   $ 206       $ 1,072,779      $ 4,158,492       $ (3,856,678   $ (25,581   $ 25,581      $ 1,374,799   

Net income

     —           —          66,961         —          —          —          66,961   

Deferred compensation activity

     —           —          —           —          250        (250     —     

Equity-based compensation

     —           33,173        —           —          —          —          33,173   

Tax benefit from equity benefit plan activity

     —           4,709        —           —          —          —          4,709   

Proceeds from stock options exercised

     —           42,182        —           —          —          —          42,182   

Treasury stock issued upon option exercise and restricted share vesting

     —           (39,725     —           39,725        —          —          —     
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2012

   $ 206       $ 1,113,118      $ 4,225,453       $ (3,816,953   $ (25,331   $ 25,331      $ 1,521,824   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The Company did not repurchase any shares of its common stock during the six months ended June 30, 2012. The Company settles share issuances under equity benefit plans by issuing shares of treasury stock. Approximately 160,000 shares were issued from the treasury account during the six months ended June 30, 2012 for option exercises and vesting of restricted share units. Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares acquired.

 

9. Product Warranties

The Company establishes warranty and product liability reserves (“warranty reserve”) 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 the Company’s general counsel and outside counsel retained to handle specific product liability cases. The following table reflects the changes in the Company’s warranty reserve during the three and six months ended June 30, 2012 and 2011:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Warranty reserve, beginning of period

   $ 60,286      $ 65,330      $ 64,008      $ 69,787   

Provision

     9,302        8,041        15,717        11,773   

Payments

     (10,798     (10,567     (20,935     (18,756
  

 

 

   

 

 

   

 

 

   

 

 

 

Warranty reserve, end of period

   $ 58,790      $ 62,804      $ 58,790      $ 62,804   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

10. Segment Disclosures

The following disclosure includes four homebuilding reportable segments that aggregate geographically the Company’s 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, Delaware and Washington, D.C.

Homebuilding North East - New Jersey and eastern Pennsylvania

Homebuilding Mid East - Kentucky, New York, Ohio, western Pennsylvania, Indiana and Illinois

Homebuilding South East - North Carolina, South Carolina, Florida 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 segment’s average net assets employed, and is charged using a consistent methodology in the periods presented. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker to determine whether the operating segment’s results are providing the desired rate of return after covering the Company’s 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.

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), equity-based compensation expense, consolidation adjustments and external corporate interest expense. NVR’s overhead functions, such as accounting, treasury, human resources, etc., are centrally performed and the costs are not allocated to the Company’s 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 Company’s operating segments. Likewise, equity-based compensation expense is not charged to the operating segments.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

Following are tables presenting segment revenues, segment profit and segment assets for each reportable segment, with reconciliations to the amounts reported for the consolidated enterprise, where applicable:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Revenues:

        

Homebuilding Mid Atlantic

   $ 454,504      $ 404,253      $ 815,315      $ 717,193   

Homebuilding North East

     71,201        67,715        123,401        106,908   

Homebuilding Mid East

     152,021        143,381        258,303        241,533   

Homebuilding South East

     77,564        67,314        144,466        119,773   

Mortgage Banking

     14,493        13,218        28,790        24,978   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total consolidated revenues

   $ 769,783      $ 695,881      $ 1,370,275      $ 1,210,385   
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit:

        

Homebuilding Mid Atlantic

   $ 44,579      $ 45,327      $ 73,665      $ 71,203   

Homebuilding North East

     5,632        6,676        8,093        7,799   

Homebuilding Mid East

     9,644        8,722        10,604        10,329   

Homebuilding South East

     4,379        5,251        8,284        7,464   

Mortgage Banking

     7,879        7,041        16,621        13,782   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment profit

     72,113        73,017        117,267        110,577   
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract land deposit reserve adjustment (1)

     41        (1,375     1,350        (2,505

Equity-based compensation expense

     (16,733     (16,125     (33,173     (31,705

Corporate capital allocation (2)

     22,555        17,897        41,527        33,320   

Unallocated corporate overhead (3)

     (15,209     (14,401     (34,012     (30,861

Consolidation adjustments and other (4)

     1,249        4,448        2,076        9,573   

Corporate interest expense

     (61     (107     (122     (210
  

 

 

   

 

 

   

 

 

   

 

 

 

Reconciling items sub-total

     (8,158     (9,663     (22,354     (22,388
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated income before taxes

   $ 63,955      $ 63,354      $ 94,913      $ 88,189   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     June 30, 2012     December 31, 2011  

Assets:

    

Homebuilding Mid Atlantic

   $ 737,104      $ 626,157   

Homebuilding North East

     74,307        55,948   

Homebuilding Mid East

     140,268        94,593   

Homebuilding South East

     87,462        63,263   

Mortgage Banking

     170,360        270,820   
  

 

 

   

 

 

 

Total segment assets

     1,209,501        1,110,781   
  

 

 

   

 

 

 

Consolidated variable interest entity

     16,648        20,182   

Cash and cash equivalents

     587,646        475,566   

Deferred taxes

     156,839        155,881   

Intangible assets

     48,927        48,927   

Contract land deposit reserve

     (69,021     (70,333

Consolidation adjustments and other

     40,420        38,481   
  

 

 

   

 

 

 

Reconciling items sub-total

     781,459        668,704   
  

 

 

   

 

 

 

Consolidated assets

   $ 1,990,960      $ 1,779,485   
  

 

 

   

 

 

 

 

(1) This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments.

 

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NVR, Inc.

Notes to Condensed 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 corporate capital allocation charge is based on the segment’s monthly average asset balance, and was as follows for the periods presented:

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2012      2011      2012      2011  

Homebuilding Mid Atlantic

   $ 14,837       $ 12,105       $ 27,517       $ 22,936   

Homebuilding North East

     1,999         1,566         3,821         2,729   

Homebuilding Mid East

     3,506         2,840         6,248         5,044   

Homebuilding South East

     2,213         1,386         3,941         2,611   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 22,555       $ 17,897       $ 41,527       $ 33,320   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(3) The increase in unallocated corporate overhead in the three and six month periods of 2012 was primarily attributable to higher management incentive costs period over period.
(4) The decrease in consolidation adjustments and other in 2012 from 2011 was primarily attributable to changes in the corporate consolidation entries based on production and settlement volumes in the respective quarters.

 

11. Fair Value

Financial Instruments

Except as noted below, NVR believes that insignificant differences exist between the carrying value and the fair value of its financial instruments, which consists of cash equivalents, due to their short term nature.

Derivative Instruments and Mortgage Loans Held for Sale

In the normal course of business, NVR’s 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. NVR does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives and, accordingly, are marked to fair value through earnings. At June 30, 2012, there were contractual commitments to extend credit to borrowers aggregating $218,464 and open forward delivery contracts aggregating $328,074.

GAAP assigns a fair value hierarchy to the inputs used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs. The fair value of the Company’s rate lock commitments to borrowers and the related input levels includes, as applicable:

 

  i) the assumed gain/loss of the expected resultant loan sale (level 2);

 

  ii) the effects of interest rate movements between the date of the rate lock and the balance sheet date (level 2); and

 

  iii) the value of the servicing rights associated with the loan (level 2).

The assumed gain/loss considers the amount that the Company has discounted the price to the borrower from par for competitive reasons and the excess servicing to be received or buydown fees to be paid upon securitization of the loan. The excess servicing and buydown fees are calculated pursuant to contractual

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

terms with investors. To calculate the effects of interest rate movements, the Company utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. The Company sells all of its loans on a servicing released basis, and receives a servicing released premium upon sale. Thus, the value of the servicing rights, which averaged 67 basis points of the loan amount as of June 30, 2012, is included in the fair value measurement and is based upon contractual terms with investors and varies depending on the loan type. The Company assumes an approximate 7% fallout rate when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which the Company does not close a mortgage loan and is based on historical experience.

The fair value of the Company’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date (level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

Mortgage loans held for sale are recorded at fair value when closed, and thereafter are carried at the lower of cost or fair value, net of deferred origination costs, until sold. Fair value is measured using level 2 inputs. The fair value of loans held for sale of $150,378 included in the accompanying condensed consolidated balance sheet has been increased by $1,050 from the aggregate principal balance of $149,328.

The undesignated derivative instruments are included in the accompanying condensed consolidated balance sheet as follows:

 

     Balance Sheet    Fair Value  
    

Location

   June 30, 2012  

Derivative Assets:

     

Rate lock commitments

  

NVRM – Other assets

   $ 809   
     

 

 

 

Derivative Liabilities:

     

Forward sales contracts

  

NVRM – Accounts payable and other liabilities

   $ 1,851   
     

 

 

 

The fair value measurement as of June 30, 2012 was as follows:

 

     Notional or
Principal
Amount
     Assumed
Gain (Loss)
From Loan
Sale
    Interest
Rate
Movement
Effect
     Servicing
Rights
Value
     Security
Price
Change
    Total Fair
Value
Measurement
Gain/(Loss)
 

Rate lock commitments

   $ 218,464       $ (1,258   $ 622       $ 1,445       $ —        $ 809   

Forward sales contracts

   $ 328,074         —          —           —           (1,851     (1,851

Mortgages held for sale

   $ 149,328         (1,018     1,169         899         —          1,050   
     

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Fair Value Measurement, June 30, 2012

  

   $ (2,276   $ 1,791       $ 2,344       $ (1,851   $ 8   
     

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

For the six month period ended June 30, 2012, NVR Mortgage Finance, Inc. (“NVRM”) recorded a fair value adjustment to income of $79. The unrealized gain from the change in the fair value measurement is included in earnings as a component of mortgage banking fees in the accompanying condensed consolidated statements of income. The fair value measurement will be impacted in the future by the change in the value of the servicing rights, interest rate movements, security price fluctuations, and the volume and product mix of the Company’s closed loans and locked loan commitments.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

12. Debt

NVR’s mortgage banking operations, NVRM, provides for its mortgage origination and other operating activities using cash generated from operations, borrowings from its parent company, NVR, as well as a revolving mortgage repurchase agreement (the “Repurchase Agreement”), which is non-recourse to NVR. The Repurchase Agreement provides for loan purchases up to $25,000, subject to certain sub-limits. At June 30, 2012, there was no outstanding debt under the Repurchase Agreement. Amounts outstanding under the Repurchase Agreement are collateralized by the Company’s mortgage loans held for sale. As of June 30, 2012, there were no borrowing base limitations reducing the amount available for borrowings under the Repurchase Agreement. The Repurchase Agreement was renewed with materially consistent terms and conditions and expires on July 31, 2013.

 

13. Commitments and Contingencies

On July 18, 2007, former and current 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, and where available, multiple damages. The suits were filed as purported class actions. However, while a number of individuals have filed consents to join and assert federal claims in the New York action, none of the groups of employees that the lawsuits purport to represent have been certified as a class, and the Company has filed a motion to decertify the federal collective action claim and dismiss the individuals who filed consents from the case. The lawsuits filed in Ohio, Pennsylvania, Maryland, New Jersey and North Carolina have been stayed pending further developments in the New York action.

The Company believes that its compensation practices in regard to sales and marketing representatives are entirely lawful and in compliance with two letter rulings from the United States Department of Labor (“DOL”) issued in January 2007. The three courts to most recently consider similar claims against other homebuilders have acknowledged the DOL’s position that sales and marketing representatives were properly classified as exempt from overtime wages and the only court to have directly addressed the exempt status of such employees concluded that the DOL’s position was valid. Accordingly, the Company has vigorously defended and intends to continue to vigorously defend these lawsuits. 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 on the accompanying consolidated balance sheets.

In June 2010, the Company received a Request for Information from the United States Environmental Protection Agency (“EPA”) pursuant to Section 308 of the Clean Water Act. The request sought information about storm water discharge practices in connection with homebuilding projects completed or underway by the Company in New York and New Jersey. The Company cooperated with this request, and provided information to the EPA. The Company has since been informed by the United States Department of Justice (“DOJ”) that the EPA forwarded the information on the matter to the DOJ, and the DOJ requested that the Company meet with the government to discuss the status of the case. A meeting took place in late January, 2012 with representatives from both the EPA and DOJ. It is as yet unclear what next steps the DOJ will take in the matter. The Company intends to continue cooperating with any future EPA and/or DOJ inquiries. At this time, the Company cannot predict the outcome of this inquiry, nor can it reasonably estimate the potential costs that may be associated with its eventual resolution.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars in thousands except per share data)

 

In August 2011, the Wage and Hour Division of the DOL notified the Company that it was initiating an investigation to determine the Company’s compliance with the Fair Standards Labor Act (“FSLA”). In the notice, the DOL requested certain information, including payroll data for a two year period and multiple community-specific items related to the Company’s homebuilding operations. The Company has cooperated with this information request, has either provided or made available the information that the DOL has requested and expects to continue to cooperate with the DOL’s investigation. The Company believes that its payroll practices are in compliance with the FSLA. The DOL has investigated the Company’s headquarters, two manufacturing facilities and certain of its operating divisions. At this time, the Company cannot predict the outcome of this investigation, nor can it reasonably estimate the potential costs that may be associated with its eventual resolution.

The Company 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, results of operations or cash flows of the Company. Legal costs incurred in connection with outstanding litigation are expensed as incurred.

 

14. Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification (“ASC”) 820 providing consistent guidance on fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 was effective for the Company beginning January 1, 2012. The adoption of ASU 2011-04 did not impact the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) - Presentation of Comprehensive Income. ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 was effective for the Company beginning January 1, 2012. The adoption of ASU 2011-05 did not impact the Company’s financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles - Goodwill and Other (Topic 350) - Testing Goodwill for Impairment, which amends ASC 350 to first assess qualitative factors before performing the quantitative goodwill impairment testing. ASU 2011-08 was effective for the Company beginning January 1, 2012. The adoption of ASU 2011-08 did not impact the Company’s financial statements.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  (dollars in thousands)

Forward-Looking Statements

Some of the statements in this Form 10-Q, 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, as amended. 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, NVR’s financial position, business strategy, the outcome of pending litigation, investigations or similar contingencies, 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 NVR’s customers; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell loans it originates into the secondary market; 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; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which NVR has little or no control. NVR undertakes no obligation to update such forward-looking statements except as required by law. For additional information regarding risk factors, see Part II, Item 1(a) of this Report.

Unless the context otherwise requires, references to “NVR”, “we”, “us” or “our” include NVR and its consolidated subsidiaries.

Results of Operations for the Three and Six Months Ended June 30, 2012 and 2011

Overview

Business

Our primary business is the construction and sale of single-family detached homes, townhomes and condominium buildings, all of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature 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, Delaware and Washington, D.C.
North East:    New Jersey and eastern Pennsylvania
Mid East:    Kentucky, New York, Ohio, western Pennsylvania, Indiana and Illinois
South East:    North Carolina, South Carolina, Tennessee and Florida

Our lot acquisition strategy is predicated upon avoiding the financial requirements and risks associated with direct land ownership and development. Historically, we have not engaged in land development to obtain finished lots for use in our homebuilding operations. Instead, we have acquired finished lots at market prices from various third party land developers pursuant to fixed price purchase agreements. These purchase agreements require deposits, typically ranging up to 10% of the aggregate purchase price of the finished lots, in

 

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the form of cash or letters of credit that may be forfeited if we fail to perform under the purchase agreement. This strategy has allowed us to maximize inventory turnover, which we believe enables us to minimize market risk and to operate with less capital, thereby enhancing rates of return on equity and total capital.

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. However, during the past several years, the impact of economic conditions on the homebuilding industry have negatively impacted our developers’ ability to obtain acquisition and development financing or to raise equity investments to finance land development activity, potentially constraining our supply of finished lots. This pressure has necessitated that in certain specific strategic circumstances we deviate from our historical lot acquisition strategy and engage in joint venture arrangements with land developers or directly acquire raw ground already zoned for its intended use for development. Once we acquire control of any raw ground, we will determine whether to sell the raw parcel to a developer and enter into a fixed price purchase agreement with the developer to purchase the finished lots, or whether we will hire a developer to develop the land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all of our finished lot inventory using fixed price purchase agreements with forfeitable deposits.

As of June 30, 2012, we controlled approximately 50,300 lots under purchase agreements with deposits in cash and letters of credit totaling approximately $224,900 and $3,700, respectively. Included in the number of controlled lots are approximately 10,900 lots for which we have recorded a contract land deposit impairment reserve of approximately $69,000 as of June 30, 2012. In addition, we had an aggregate investment of approximately $87,800 in four joint venture limited liability corporations (“JVs”), expected to produce approximately 6,500 lots. Of the lots controlled by the JVs, approximately 2,700 were not under contract with us at June 30, 2012. Further, as of June 30, 2012, we directly owned four separate raw parcels of land, zoned for their intended use, with a current cost basis, including development costs, of approximately $71,000 that we intend to develop into approximately 830 finished lots for use in our homebuilding operations. See Note 2 and Note 3 to the condensed consolidated financial statements included herein for additional information regarding JVs and land under development, respectively.

In addition to constructing homes primarily on a pre-sold basis and utilizing what we believe is a conservative lot acquisition strategy, 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.

Overview of Current Business Environment

During the first six months of 2012, the homebuilding market experienced some stabilization and improved sales activity in several of our markets. These favorable market conditions were driven by improved housing affordability levels resulting from historically low mortgage interest rates and rising costs in the rental market. In addition, some markets were favorably impacted by lower inventory levels. Despite these improvements, the housing market continues to face challenges from a tight mortgage lending environment, consumer confidence issues and uncertainty as to the sustainability of the economic recovery, which to this point has been uneven.

Consolidated revenues for the second quarter of 2012 totaled $769,783, an 11% increase from the second quarter of 2011. Additionally, net income and diluted earnings per share in the current quarter increased approximately 22% and 38%, respectively, compared to the second quarter of 2011. Net income in the current quarter was favorably impacted by a reduction of $6,989 of income tax expense due to an adjustment to our provision for unrecognized tax benefits. The reduction followed settlements with and an audit by certain taxing authorities during 2012 which led us to update our evaluation of administrative practices in other states and whether the positions taken in those states were effectively settled. We expect our

 

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full year effective tax rate for 2012 to be consistent with our recent historical range. During the second quarter of 2012, new orders, net of cancellations (“new orders”) and the average selling price of new orders increased 6% and 9%, respectively, compared to the second quarter of 2011. Our cancellation rate in the current quarter increased to 16% from 13% in the second quarter of 2011 and 10% in the first quarter of 2012. Our gross profit margins within our homebuilding business decreased to 17.3% in the second quarter of 2012 compared to 18.2% in the second quarter of 2011 primarily due to pricing pressure experienced in prior quarters.

Although there were signs in the first six months of 2012 that the housing market has begun to recover, we believe that continued growth in sales and prices is reliant on a sustained economic recovery and higher consumer confidence levels. Significant economic uncertainties remain which could result in continued sales, pricing and gross margin pressure over the next several quarters. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010, contains numerous provisions affecting residential mortgages and mortgage lending practices which have yet to be implemented. Because these provisions are to be implemented through future rulemaking, the ultimate impact of such provisions on lending institutions, including our mortgage banking subsidiary, will depend on how the implementing rules are written. Despite these uncertainties, we believe that we are well positioned to withstand this market uncertainty and take advantage of opportunities that may arise due to the strength of our balance sheet and liquidity.

Homebuilding Operations

The following table summarizes the results of operations and other data for the consolidated homebuilding operations:

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2012     2011     2012     2011  

Revenues

   $ 755,290      $ 682,663      $ 1,341,485      $ 1,185,407   

Cost of sales

   $ 624,978      $ 558,601      $ 1,116,807      $ 976,521   

Gross profit margin percentage

     17.3     18.2     16.8     17.6

Selling, general and administrative expenses

   $ 73,754      $ 68,045      $ 145,930      $ 135,233   

Settlements (units)

     2,475        2,207        4,399        3,841   

Average settlement price

   $ 305.1      $ 309.2      $ 304.9      $ 308.5   

New orders (units)

     2,614        2,468        5,771        4,871   

Average new order price

   $ 330.5      $ 303.5      $ 321.1      $ 299.7   

New order cancellation rate

     16.3     12.5     13.1     12.4

Backlog (units)

         5,048        3,946   

Average backlog price

       $ 331.3      $ 312.5   

Consolidated Homebuilding - Three Months Ended June 30, 2012 and 2011

Homebuilding revenues increased 11% for the second quarter of 2012 from the same period in 2011 primarily as a result of a 12% increase in the number of units settled. The increase in the number of units settled was primarily attributable to our beginning backlog units being approximately 33% higher entering the second quarter of 2012 as compared to the same period in 2011, offset partially by a lower backlog turnover rate quarter over quarter.

Gross profit margins for the second quarter of 2012 decreased 92 basis points compared to the second quarter of 2011 due primarily to pricing pressures experienced in prior quarters which resulted in lower average settlement prices quarter over quarter. In addition, gross profit margins were negatively impacted by higher construction costs quarter over quarter. We expect to continue to experience gross profit margin pressure over at least the next several quarters.

 

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The number of new orders and the average selling price of new orders for the second quarter of 2012 increased 6% and 9%, respectively, when compared to the second quarter of 2011. New orders were higher quarter over quarter in each of our market segments, except the Mid East segment which experienced a 2% decline quarter over quarter. The increase in new orders was primarily driven by an increase in the number of active communities quarter over quarter and to a lesser extent, slightly improved absorption rates. New orders in the current quarter were unfavorably impacted by an increase in the cancellation rate to 16.3% from 12.5% in the prior year quarter.

Selling, general and administrative (“SG&A”) expenses in the second quarter of 2012 increased approximately $5,700, or 8%, compared to the second quarter of 2011 but remained fairly constant as a percentage of revenue quarter over quarter. The increase in SG&A dollars was attributable primarily to an approximate $2,800 increase in personnel costs due to increased headcount quarter over quarter. In addition, sales and marketing costs were approximately $1,700 higher in the current quarter due in part to the competitive selling environment and the 4% increase in the number of active communities quarter over quarter.

Consolidated Homebuilding - Six Months Ended June 30, 2012 and 2011

Homebuilding revenues increased 13% for the first six months ended June 30, 2012 compared to the same period in 2011 as a result of a 15% increase in the number of units settled. The increase in the number of units settled was primarily attributable to our beginning backlog units being approximately 26% higher entering 2012 compared to the same period in 2011, offset partially by a lower backlog turnover rate year over year.

Gross profit margins in the first six months of 2012 decreased 87 basis points compared to the first six months of 2011. Gross profit margins have been negatively impacted by pricing pressures experienced in prior quarters which resulted in a 4% decrease in the average sales price of homes in backlog entering 2012 compared to the same period in 2011. In addition, gross profit margins were negatively impacted by higher construction costs year over year. We expect to continue to experience gross profit margin pressure over at least the next several quarters.

The number of new orders and the average selling price of new orders for the first six months of 2012 increased 18% and 7%, respectively, when compared to the first six months of 2011. New orders were higher year over year in each of our market segments. The increase in new orders was driven by increased sales absorption in many of our markets. As discussed in the Overview section above, we believe this increase is attributable to lower housing inventory, improved affordability and a stabilization of housing prices in certain of our markets.

Selling, general and administrative (“SG&A”) expenses in the first six months of 2012 increased approximately $10,700, or 8%, compared to the first six months of 2011 but decreased as a percentage of revenue to 10.9% from 11.4% year over year. The increase in SG&A dollars was attributable primarily to an approximate $5,700 increase in personnel costs due to increased headcount year over year and to an increase of approximately $3,900 in management incentive costs in the current year. In addition, sales and marketing costs were approximately $3,000 higher in the current year due in part to the competitive selling environment and the 3% increase in the number of active communities year over year.

Backlog units and dollars were 5,048 and $1,672,622, respectively, as of June 30, 2012 compared to 3,946 and $1,233,269, respectively, as of June 30, 2011. The increase in backlog units was primarily attributable to our beginning backlog units being approximately 26% higher entering 2012 compared to the same period in 2011, coupled with higher sales and a slower backlog turnover rate in 2012. Backlog dollars were favorably impacted by the increase in backlog units and the higher average new order selling price year over year.

Backlog, which represents homes sold but not yet settled with the customer, may be impacted by customer cancellations for various reasons that are beyond our control, such as failure to obtain mortgage

 

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financing, inability to sell an existing home, job loss, or a variety of other reasons. In any period, a portion of the cancellations that we experience are related to new sales that occurred during the same period, and a portion are related to sales that occurred in prior periods and therefore appeared in the opening backlog for the current period. Expressed as the total of all cancellations during the period as a percentage of gross sales during the period, our cancellation rate was approximately 13.1% and 12.4% in the first six months of 2012 and 2011, respectively. During the most recent four quarters, approximately 6% of a reporting quarter’s opening backlog cancelled during the fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur in 2012 or future years.

Reportable 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 segment’s average net assets employed, and is charged using a consistent methodology in the periods presented. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker to determine whether the operating segment’s 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 finished lot purchase agreement with the developer or to restructure a lot purchase agreement resulting in the forfeiture of the deposit. We evaluate our entire net contract land deposit portfolio for impairment each quarter. For additional information regarding our contract land deposit impairment analysis, see the Critical Accounting Policies section within this Management Discussion and Analysis. For presentation purposes below, the contract land deposit reserve at June 30, 2012 and 2011 has been allocated to the respective year’s reportable segments to show contract land deposits on a net basis. The net contract land deposit balances below also include $3,700 and $3,100 at June 30, 2012 and 2011, respectively, of letters of credit issued as deposits in lieu of cash. The following tables summarize certain homebuilding operating activity by segment for the three and six months ended June 30, 2012 and 2011:

Selected Segment Financial Data:

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2012      2011      2012      2011  

Revenues:

           

Mid Atlantic

   $ 454,504       $ 404,253       $ 815,315       $ 717,193   

North East

     71,201         67,715         123,401         106,908   

Mid East

     152,021         143,381         258,303         241,533   

South East

     77,564         67,314         144,466         119,773   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 755,290       $ 682,663       $ 1,341,485       $ 1,185,407   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit margin:

           

Mid Atlantic

   $ 83,246       $ 78,722       $ 147,008       $ 136,357   

North East

     12,308         12,867         20,859         19,216   

Mid East

     25,589         23,261         39,987         37,708   

South East

     13,043         11,990         24,094         20,422   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 134,186       $ 126,840       $ 231,948       $ 213,703   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2012     2011     2012     2011  

Segment profit:

        

Mid Atlantic

   $ 44,579      $ 45,327      $ 73,665      $ 71,203   

North East

     5,632        6,676        8,093        7,799   

Mid East

     9,644        8,722        10,604        10,329   

South East

     4,379        5,251        8,284        7,464   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 64,234      $ 65,976      $ 100,646      $ 96,795   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit margin percentage:

        

Mid Atlantic

     18.3     19.5     18.0     19.0

North East

     17.3     19.0     16.9     18.0

Mid East

     16.8     16.2     15.5     15.6

South East

     16.8     17.8     16.7     17.1

Segment Operating Activity:

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2012      2011      2012      2011      2012      2011      2012      2011  
     Units      Average Price      Units      Average Price  

Settlements:

                       

Mid Atlantic

     1,275         1,076       $ 356.4       $ 375.7         2,281         1,912       $ 357.4       $ 375.1   

North East

     247         217       $ 288.3       $ 312.1         416         345       $ 296.6       $ 309.9   

Mid East

     609         612       $ 249.6       $ 234.1         1,057         1,043       $ 244.3       $ 231.4   

South East

     344         302       $ 225.1       $ 222.5         645         541       $ 223.7       $ 221.0   
  

 

 

    

 

 

          

 

 

    

 

 

       

Total

     2,475         2,207       $ 305.1       $ 309.2         4,399         3,841       $ 304.9       $ 308.5   
  

 

 

    

 

 

          

 

 

    

 

 

       

New orders, net of cancellations:

  

                 

Mid Atlantic

     1,321         1,219       $ 388.2       $ 367.8         2,984         2,364       $ 373.7       $ 362.6   

North East

     236         208       $ 329.6       $ 308.4         495         460       $ 327.7       $ 301.0   

Mid East

     677         691       $ 267.0       $ 236.0         1,475         1,382       $ 258.6       $ 233.7   

South East

     380         350       $ 243.6       $ 210.0         817         665       $ 237.5       $ 212.3   
  

 

 

    

 

 

          

 

 

    

 

 

       

Total

     2,614         2,468       $ 330.5       $ 303.5         5,771         4,871       $ 321.1       $ 299.7   
  

 

 

    

 

 

          

 

 

    

 

 

       

Backlog:

                       

Mid Atlantic

                 2,676         2,047       $ 385.1       $ 377.2   

North East

                 455         347       $ 335.7       $ 302.2   

Mid East

                 1,225         1,069       $ 262.4       $ 236.7   

South East

                 692         483       $ 242.5       $ 213.9   
              

 

 

    

 

 

       

Total

                 5,048         3,946       $ 331.3       $ 312.5   
              

 

 

    

 

 

       

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2012     2011     2012     2011  

New order cancellation rate:

        

Mid Atlantic

     15.1     12.0     11.5     12.5

North East

     19.2     12.6     16.1     10.3

Mid East

     16.2     13.0     13.4     12.6

South East

     18.8     13.4     16.5     13.0

 

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     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2012      2011      2012      2011  

Average active communities:

           

Mid Atlantic

     197         186         193         184   

North East

     39         31         38         32   

Mid East

     107         112         104         110   

South East

     60         57         60         57   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     403         386         395         383   
  

 

 

    

 

 

    

 

 

    

 

 

 

Segment Homebuilding Inventory:

 

     As of June 30,  
     2012      2011  

Sold inventory:

     

Mid Atlantic

   $ 340,456       $ 252,457   

North East

     48,016         32,230   

Mid East

     89,409         73,107   

South East

     50,416         28,750   
  

 

 

    

 

 

 

Total (1)

   $ 528,297       $ 386,544   
  

 

 

    

 

 

 

Unsold lots and housing units inventory:

     

Mid Atlantic

   $ 58,047       $ 37,989   

North East

     4,767         2,957   

Mid East

     7,596         8,451   

South East

     14,771         7,068   
  

 

 

    

 

 

 

Total (1)

   $ 85,181       $ 56,465   
  

 

 

    

 

 

 

 

(1) The reconciling items between segment inventory and consolidated inventory include certain consolidation adjustments 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 our operating segments.

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2012      2011      2012      2011  

Unsold inventory impairments:

           

Mid Atlantic

   $ —         $ 278       $ 74       $ 659   

North East

     —           159         6         226   

Mid East

     —           190         72         340   

South East

     67         —           67         129   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 67       $ 627       $ 219       $ 1,354   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Segment Lots Controlled and Contract Land Deposits:

 

     As of June 30,  
     2012      2011  

Total lots controlled:

     

Mid Atlantic

     30,283         30,725   

North East

     4,511         4,240   

Mid East

     13,004         11,690   

South East

     7,107         7,180   
  

 

 

    

 

 

 

Total

     54,905         53,835   
  

 

 

    

 

 

 

Lots included in impairment reserve:

     

Mid Atlantic

     5,221         6,090   

North East

     975         517   

Mid East

     2,433         1,640   

South East

     2,310         1,568   
  

 

 

    

 

 

 

Total

     10,939         9,815   
  

 

 

    

 

 

 

Contract land deposits, net:

     

Mid Atlantic

   $ 112,279       $ 100,708   

North East

     13,117         9,663   

Mid East

     22,983         15,654   

South East

     11,225         6,231   
  

 

 

    

 

 

 

Total

   $ 159,604       $ 132,256   
  

 

 

    

 

 

 

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2012     2011      2012     2011  

Contract land deposit impairment (recoveries):

         

Mid Atlantic

   $ (50   $ 1,199       $ 227      $ 1,426   

North East

     (17     —           (72     7   

Mid East

     (15     79         35        62   

South East

     —          68         —          68   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ (82   $ 1,346       $ 190      $ 1,563   
  

 

 

   

 

 

    

 

 

   

 

 

 

Mid Atlantic

Three Months Ended June 30, 2012 and 2011

The Mid Atlantic segment profit declined approximately $700 from the second quarter of 2011. Segment revenues increased approximately $50,300, or 12%, quarter over quarter due primarily to a 19% increase in the number of units settled, offset partially by a 5% decrease in the average settlement price. The increase in units settled was attributable to a 38% higher backlog unit balance entering the second quarter of 2012 compared to backlog unit balance entering the second quarter of 2011. The Mid Atlantic segment’s gross profit margin percentage decreased to 18.3% in 2012 from 19.5% in 2011. Gross profit margins and segment profit were negatively impacted by higher construction costs and pricing pressures experienced in prior quarters.

Segment new orders and the average selling price increased 8% and 6%, respectively, in the second quarter of 2012 compared to the second quarter of 2011. New orders increased quarter over quarter due to a 6% increase in the number of active communities and higher sales absorption levels. New orders in the current quarter were unfavorably impacted by an increase in the cancellation rate to 15.1% from 12.0% in the prior year quarter. The increase in the average selling price was attributable to a shift in mix of new orders to higher priced markets and higher priced communities in certain markets.

 

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Six Months Ended June 30, 2012 and 2011

The Mid Atlantic segment had an approximate $2,500 increase in segment profit in the first six months of 2012 compared to the same period in 2011. The increase in segment profit was driven by the increase of approximately $98,100, or 14%, in revenues year over year due primarily to a 19% increase in the number of units settled, offset partially by a 5% decrease in the average settlement price. The increase in units settled was attributable to the 24% higher backlog unit balance entering 2012 compared to the backlog unit balance entering 2011. The Mid Atlantic segment’s gross profit margin percentage decreased to 18.0% in 2012 from 19.0% in 2011, primarily due to higher construction costs and pricing pressures experienced in prior quarters.

Segment new orders and the average selling price increased 26% and 3%, respectively, in the first six months of 2012 from the same period in 2011. New orders increased due to higher sales absorption levels driven by improved economic conditions as discussed in the Overview section.

North East

Three Months Ended June 30, 2012 and 2011

The North East segment had an approximate $1,000 decrease in segment profit from the second quarter of 2011. Segment revenues increased approximately $3,500, or 5%, quarter over quarter due to a 14% increase in the number of units settled, offset partially by an 8% decrease in the average settlement price. The increase in units settled was attributable to a 31% higher backlog unit balance entering the second quarter of 2012 compared to the backlog unit balance entering the second quarter of 2011, offset partially by a lower backlog turnover rate quarter over quarter. The average settlement price quarter over quarter was lower due to the community mix. The North East segment’s gross profit margin percentage decreased to 17.3% in the 2012 quarter from 19.0% for the prior year quarter. Segment profit and gross profit margins were negatively impacted by higher construction costs and pricing pressures experienced in prior quarters.

Segment new orders and the average selling price increased approximately 14% and 7%, respectively, during the second quarter of 2012 from the same period in 2011. New orders were favorably impacted by a 25% increase in the number of active communities quarter over quarter. This favorable impact was partially offset by an increase in the cancellation rate in the North East segment to 19.2% from 12.6% in the prior year quarter. The increase in the average selling price is attributable to a product mix shift away from our attached products to our detached products which generally sell at higher price points.

Six Months Ended June 30, 2012 and 2011

The North East segment had an approximate $300 increase in segment profit in the first six months of 2012 compared to the same period of 2011. The increase in segment profit was primarily driven by an increase of approximately $16,500, or 15%, in revenues year over year due to a 21% increase in the number of units settled, offset partially by a 4% decrease in the average settlement price. The increase in units settled was attributable to the 62% higher backlog unit balance entering 2012 as compared to the backlog unit balance entering 2011, offset partially by a lower backlog turnover rate quarter over quarter. The North East segment’s gross profit margin percentage decreased to 16.9% from 18.0% year over year. Segment profit and gross profit margins were negatively impacted by higher construction costs and pricing pressures experienced in prior quarters.

Segment new orders and the average selling price increased approximately 8% and 9%, respectively, during the first six months of 2012 from the same period in 2011. New orders were favorably impacted by an 18% increase in the number of active communities year over year. This favorable impact was partially offset by an increase in the cancellation rate in the North East segment to 16.1% from 10.3% in the prior year. The increase in the average selling price is attributable to a product mix shift away from our attached products to our detached products which generally sell at higher price points.

 

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Mid East

Three Months Ended June 30, 2012 and 2011

The Mid East segment had an approximate $900 increase in segment profit from the second quarter of 2011. The increase in segment profit was primarily driven by higher revenues of approximately $8,600, or 6%, quarter over quarter. Revenues increased primarily due to a 7% increase in the average price of settlements in the second quarter of 2012 compared to the same period in 2011. Average settlement prices were favorably impacted by a 7% higher average selling price in beginning backlog entering the second quarter of 2012 compared to the same period in 2011. This increase is attributable to a shift in mix to higher priced communities in certain markets. Gross profit margins increased to 16.8% in the second quarter of 2012 from 16.2% in the same period of 2011. Gross profit margins and segment profit were favorably impacted by the increase in the average settlement price in the current quarter.

Segment new orders in the current quarter decreased 2% compared to the second quarter of 2011, while the average selling price for new orders increased 13% quarter over quarter. New orders were negatively impacted by a 4% decrease in the number of active communities quarter over quarter. In addition, new orders in the current quarter were negatively impacted by an increase in the cancellation rate to 16.2% from 13.0%, quarter over quarter. The increase in the average selling price was attributable to a shift in mix to higher priced communities in certain markets.

Six Months Ended June 30, 2012 and 2011

The Mid East segment had an approximate $300 increase in segment profit for the first six months of 2012 compared to the prior year period due primarily to an increase in revenues of approximately $16,800, or 7%, year over year. Revenues increased primarily due to a 6% increase in the average price of settlements in the current year compared to the same period in 2011. Average settlement prices were favorably impacted by higher average selling prices in the prior quarters attributable to a shift in mix to higher priced communities in certain markets. Gross profit margins remained flat year over year as higher settlement prices were offset by higher construction costs.

Segment new orders and the average selling price for new orders increased 7% and 11%, respectively, during the first six months of 2012 compared to the same period in 2011. New orders were higher year over year due to higher sales absorption levels. The increase in the average selling price was attributable to a shift in mix to higher priced communities in certain markets.

South East

Three Months Ended June 30, 2012 and 2011

The South East segment had an approximate $900 decrease in segment profit from the second quarter of 2011. Segment revenues in the current year quarter increased approximately $10,300, or 15%, compared to the prior year quarter, primarily due to a 14% increase in the number of homes settled. The increase in settlements was attributable to a 51% higher beginning backlog unit balance entering the second quarter of 2012 compared to the same period in 2011, offset partially by a lower backlog turnover rate quarter over quarter. The South East segment’s gross profit margins decreased to 16.8% in the second quarter of 2012 compared to 17.8% in the second quarter of 2011. Gross profit margins were unfavorably impacted by higher construction costs in the current year quarter.

Segment new orders and the average selling price for new orders increased approximately 9% and 16%, respectively, during the second quarter of 2012 from the same period in 2011. New orders increased

 

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quarter over quarter due to a 5% increase in the number of active communities and higher sales absorption levels. New orders were negatively impacted by an increase in the cancellation rate in the current year quarter to 18.8% from 13.4% in the prior year quarter. The increase in the average selling price for new orders was attributable to a shift in mix of new orders to higher priced markets and higher priced communities in certain markets.

Six Months Ended June 30, 2012 and 2011

The South East segment had an approximate $800 increase in segment profit for the first six months of 2012 compared to the same period in 2011, primarily due to an increase in revenues of approximately $24,700, or 21%, year over year. Segment revenues were higher primarily due to a 19% increase in the number of homes settled. The increase in settlements was attributable to a 45% higher beginning backlog unit balance entering 2012 compared to the same period in 2011, offset partially by a lower backlog turnover rate period over period. The South East segment’s gross profit margins decreased to 16.7% in 2012 from 17.1% in 2011. Gross profit margins were unfavorably impacted by higher construction costs.

Segment new orders and the average selling price for new orders increased approximately 23% and 12%, respectively, in the first six months of 2012 from the same period in 2011. New orders increased quarter over quarter due to a 5% increase in the number of active communities and higher sales absorption levels. The increase in the average selling price for new orders was attributable to a shift in mix to higher priced markets and higher priced communities in certain markets.

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-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury, human resources, etc., are centrally performed and the costs are not allocated to our 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 our operating segments. Likewise, stock-based compensation expense is not charged to the operating segments.

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Homebuilding Consolidated Gross Profit:

        

Homebuilding Mid Atlantic

   $ 83,246      $ 78,722      $ 147,008      $ 136,357   

Homebuilding North East

     12,308        12,867        20,859        19,216   

Homebuilding Mid East

     25,589        23,261        39,987        37,708   

Homebuilding South East

     13,043        11,990        24,094        20,422   

Consolidation adjustments and other

     (3,874     (2,778     (7,270     (4,817
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated Homebuilding gross profit

   $ 130,312      $ 124,062      $ 224,678      $ 208,886   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Homebuilding Consolidated Profit Before Tax:

        

Homebuilding Mid Atlantic

   $ 44,579      $ 45,327      $ 73,665      $ 71,203   

Homebuilding North East

     5,632        6,676        8,093        7,799   

Homebuilding Mid East

     9,644        8,722        10,604        10,329   

Homebuilding South East

     4,379        5,251        8,284        7,464   

Reconciling items:

        

Contract land deposit reserve adjustment (1)

     41        (1,375     1,350        (2,505

Equity-based compensation expense

     (15,825     (15,346     (31,499     (30,148

Corporate capital allocation (2)

     22,555        17,897        41,527        33,320   

Unallocated corporate overhead (3)

     (15,209     (14,401     (34,012     (30,861

Consolidation adjustments and other (4)

     1,249        4,448        2,076        9,573   

Corporate interest expense

     (61     (107     (122     (210
  

 

 

   

 

 

   

 

 

   

 

 

 

Reconciling items sub-total

     (7,250     (8,884     (20,680     (20,831
  

 

 

   

 

 

   

 

 

   

 

 

 

Homebuilding consolidated profit before taxes

   $ 56,984      $ 57,092      $ 79,966      $ 75,964   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) This item represents changes to the contract land deposit impairment reserve which are not allocated to the reportable segments.
(2) This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the periods presented:

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2012      2011      2012      2011  

Homebuilding Mid Atlantic

   $ 14,837       $ 12,105       $ 27,517       $ 22,936   

Homebuilding North East

     1,999         1,566         3,821         2,729   

Homebuilding Mid East

     3,506         2,840         6,248         5,044   

Homebuilding South East

     2,213         1,386         3,941         2,611   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 22,555       $ 17,897       $ 41,527       $ 33,320   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(3) The increase in unallocated corporate overhead in the three and six month periods of 2012 was primarily attributable to higher management incentive costs period over period.
(4) The decrease in consolidation adjustments and other in 2012 from 2011 was primarily attributable to changes in the corporate consolidation entries based on production and settlement volumes in the respective quarters.

 

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Mortgage Banking Segment

Three and Six Months Ended June 30, 2012 and 2011

We conduct our 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 periods ended June 30, 2012 and 2011:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Loan closing volume:

        

Total principal

   $ 548,871      $ 504,116      $ 969,055      $ 857,687   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loan volume mix:

        

Adjustable rate mortgages

     5     10     6     10
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed rate mortgages

     95     90     94     90
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit:

        

Segment profit

   $ 7,879      $ 7,041      $ 16,621      $ 13,782   

Stock option expense

     (908     (779     (1,674     (1,557
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage banking income before tax

   $ 6,971      $ 6,262      $ 14,947      $ 12,225   
  

 

 

   

 

 

   

 

 

   

 

 

 

Capture rate:

     88     90     88     89
  

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage Banking fees:

        

Net gain on sale of loans

   $ 10,453      $ 9,735      $ 21,569      $ 18,865   

Title services

     3,960        3,378        7,022        5,836   

Servicing fees

     80        105        199        277   
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 14,493      $ 13,218      $ 28,790      $ 24,978   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loan closing volume for the three months ended June 30, 2012, increased 9% over the same period for 2011. Loan closing volume for the six months ended June 30, 2012, increased 13% from the same period in 2011. The 2012 increases were primarily attributable to the aforementioned increase in the number of builder settlements compared to the same periods in 2011. Segment profit for the three and six month periods ended June 30, 2012, increased by approximately $800 and $2,800, respectively, from the same periods in 2011. For each the three and six month periods, the increase in segment profits was driven primarily by increased mortgage banking fees of approximately $1,300 and $3,800, respectively. Mortgage banking fees were higher for both periods primarily due to the aforementioned increases in loan closing volume and an increase in secondary marketing fees. The increase in mortgage banking fees was partially offset by an increase in general and administrative expenses, which increased by approximately $300 and $1,500, respectively, for the three month and six month periods ended June 30, 2012 from the same period in 2011. The increase in general and administrative expenses was primarily attributable to an increase in compensation costs as a result of an increase in headcount.

Mortgage Banking - Other

We sell all of the loans we originate into the secondary mortgage market. Insofar as we underwrite our originated loans to the standards and specifications of the ultimate investor, we have no further financial obligations from the issuance of loans, except in certain limited instances where early payment default occurs. Those underwriting standards are typically equal to or more stringent than the underwriting standards required by FNMA, VA and FHA. NVRM has always maintained an allowance for losses on mortgage loans originated that reflects our judgment of the present loss exposure in the loans that we have originated and sold. The allowance is calculated based on an analysis of historical experience and anticipated losses on mortgages held for investment, real estate owned, and specific expected loan repurchases or indemnifications. For the period January 1, 2005 to June 30, 2012, we have originated approximately $20,000,000 of mortgage loans and have cumulative actual charges incurred related to mortgage indemnifications and repurchases of approximately $6,000 during that period. Because we sell all of our loans and do not service them, there is often a substantial delay between the time that a loan goes into default and the time that the servicer requests us to reimburse them for losses incurred because of the default. We believe that all of the loans that we originate are underwritten to the standards and specifications of the ultimate investor to whom we sell our originated loans. We employ a quality control department to ensure that our underwriting controls are effective, and further

 

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assess the underwriting function as part of our assessment of internal controls over financial reporting. At June 30, 2012 we had an allowance for loan losses of approximately $13,850. Although we consider the allowance for loan losses reflected on the June 30, 2012 balance sheet to be adequate, there can be no assurance that this allowance will prove to be adequate to cover losses on loans previously originated.

In October 2011, Bank of America discontinued their correspondent lending program. As a result, this decreased the number of investors available in the loan sale distribution channels. The remaining investors are dealing with a larger volume of loans and are performing a more comprehensive review of loan files prior to purchase. This resulted in loans remaining in inventory for a longer period of time before being sold than our historical averages. Prior to Bank of America discontinuing its correspondent lending program, loans were typically sold within 30 days. During the fourth quarter of 2011 and into the first quarter of 2012, this period had increased to 30 to 60 days. During the first six months of 2012, we’ve experienced improvement in investor funding times. As a result, our average days in inventory for loan sales during the three month period ended June 30, 2012 was less than 30 days. The improved loan funding timeframes have resulted in our mortgages held for sale balance included in the condensed consolidated balance sheets decreasing by approximately $102,000 from December 31, 2011. We can make no assurances that our average days in inventory will remain below 30 days in future periods.

NVRM is dependent on our homebuilding segment’s customers for business. If new orders and selling prices of the homebuilding segment decline, NVRM’s operations will also be adversely affected. In addition, the mortgage segment’s operating results may be adversely affected in future periods as a result of continued tightening and volatility of the credit markets, changes in investor funding times as well as increased regulation of mortgage lending practices.

Liquidity and Capital Resources

Lines of Credit and Notes Payable

Our homebuilding business segment funds its operations from cash flows provided by operating activities. Our mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations, borrowings from its parent company, NVR, as well as a revolving mortgage repurchase agreement (the “Repurchase Agreement”). The Repurchase Agreement is available to fund NVRM’s mortgage origination activities, and provides for loan purchases up to $25,000, subject to certain sub-limits. The Repurchase Agreement has been renewed with materially consistent terms and conditions and expires on July 31, 2013.

Advances under the Repurchase Agreement carry a Pricing Rate based on the Libor Rate plus the Libor Margin, or the Default Pricing Rate, as determined under the Repurchase Agreement, provided that the Pricing Rate shall not be less than 3.75%. There are several restrictions on purchased loans, including that they cannot be sold to others, they cannot be pledged to anyone other than the agent, and they cannot support any other borrowing or repurchase agreement. The Repurchase Agreement contains various affirmative and negative covenants. The negative covenants include among others, certain limitations on transactions involving acquisitions, mergers, the incurrence of debt, sale of assets and creation of liens upon any of its Mortgage Notes. Additional covenants include (i) a tangible net worth requirement, (ii) a minimum liquidity requirement, (iii) a minimum net income requirement, and (iv) a maximum leverage ratio requirement. The Company was in compliance with all covenants under the Repurchase Agreement at June 30, 2012. At June 30, 2012, there was no debt outstanding under the Repurchase Agreement and there were no borrowing base limitations.

Cash Flows

Cash provided by our operating activities was $72,391 for the six month period ended June 30, 2012. Cash was provided primarily by homebuilding operations and by an approximate $102,000 decrease in mortgage loans held for sale. Cash provided by homebuilding operations was used to fund the increase to homebuilding inventory of $164,327, as a result of an increase in units under construction at June 30, 2012 compared to December 31, 2011.

 

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Net cash used by investing activities was $2,315 for the six month period ended June 30, 2012, which primarily resulted from the purchases of property, plant and equipment of $5,999, offset partially by $4,421 in distributions of capital from our unconsolidated JVs.

Net cash provided by financing activities was $42,393 for the six month period ended June 30, 2012. Stock option exercise activity provided $42,182 in exercise proceeds, and we realized $4,709 in excess income tax benefits from equity benefit plan activity.

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 10b-18 under the Securities 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 is intended to assist us in accomplishing our primary objective, creating increases in shareholder value. We expect to continue to repurchase shares of our common stock from time to time subject to market conditions and available excess liquidity. See Part II, Item 2 of this form 10-Q for further discussion of repurchase activity during the second quarter of 2012.

Critical Accounting Policies

General

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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.

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, with the exception of land under development. 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.

Sold inventory is evaluated for impairment based on the contractual selling price compared to the total estimated cost to construct. Unsold inventory is evaluated for impairment by analyzing recent comparable sales prices within the applicable community compared to the costs incurred to date plus the expected costs to complete. Any calculated impairments are recorded immediately.

 

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Land Under Development and Contract Land Deposits

Land Under Development

On a very limited basis, we directly acquire raw parcels of land already zoned for its intended use to develop into finished lots. Land under development includes the land acquisition costs, direct improvement costs, capitalized interest, where applicable, and real estate taxes.

Land under development, including the land under development held by our unconsolidated JVs and the related JV investments, is reviewed for potential write-downs when impairment indicators are present. In addition to considering market and economic conditions, we assess land under development impairments on a community-by-community basis, analyzing, as applicable, current sales absorption levels, recent sales’ gross profit, and the dollar differential between the projected fully-developed cost of the lots and the current market price for lots. If indicators of impairment are present for a community, we perform an analysis to determine if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts, and if they are, impairment charges are required to be recorded in an amount by which the carrying amount of the asset exceeds the fair value of the assets. Our determination of fair value is primarily based on discounting the estimated future cash flows at a rate commensurate with the inherent risks associated with the asset and related estimated cash flow streams.

At June 30, 2012, we had approximately $71,000 in land under development in four separate communities. In addition, at June 30, 2012, we had an aggregate investment totaling approximately $87,800 in four separate JVs that controlled land under development. None of the four communities classified as land under development nor any of the undeveloped land held by the four JVs had any indicators of impairment at June 30, 2012. As such, we do not believe that any of the land under development is impaired at this time. However, there can be no assurance that we will not incur impairment charges in the future due to unanticipated adverse changes in the economy or other events adversely affecting specific markets or the homebuilding industry.

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 reflects our judgment of the present loss exposure in the existing contract land deposit portfolio at the end of the reporting period. To analyze contract land deposit impairments, we utilize a loss contingency analysis that is conducted each quarter. In addition to considering market and economic conditions, we assess contract land deposit impairments on a community-by-community basis pursuant to the purchase contract terms, analyzing, as applicable, current sales absorption levels, recent sales’ gross profit, the dollar differential between the contractual purchase price and the current market price for lots, a developer’s financial stability, a developer’s financial ability or willingness to reduce lot prices to current market prices, and the contract’s default status by either us or the developer along with an analysis of the expected outcome of any such default.

Our analysis is focused on whether we can sell houses profitably in a particular community in the current market with which we are faced. Because we don’t own the finished lots on which we had placed a contract land deposit, if the above analysis leads to a determination that we can’t sell homes profitably at the current contractual lot price, we then determine whether we will elect to default under the contract, forfeit our deposit and terminate the contract, or whether we will attempt to restructure the lot purchase contract, which may require us to forfeit the deposit to obtain contract concessions from a developer. We also assess whether an impairment is present due to collectability issues resulting from a developer’s non-performance because of financial or other conditions.

 

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Although we consider the allowance for losses on contract land deposits reflected on the June 30, 2012 condensed consolidated balance sheet to be adequate (see Note 4 to the accompanying condensed consolidated financial statements included herein), 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”) is an indefinite life intangible asset that was created upon our emergence from bankruptcy on September 30, 1993. Based on the allocation of our reorganization value, the portion of our reorganization value which was not attributed to specific tangible or intangible assets has been reported as excess reorganization value, which is treated similarly to goodwill. Excess reorganization value is not subject to amortization. Rather, excess reorganization value is subject to an impairment assessment on an annual basis or more frequently if changes in events or circumstances indicate that impairment may have occurred. Because excess reorganization value was based on the reorganization value of our entire enterprise upon bankruptcy emergence, the impairment assessment is conducted on an enterprise basis based on the comparison of our total equity compared to the market value of our outstanding publicly-traded common stock. We do not believe that excess reorganization value is impaired at this time. However, changes in strategy or continued adverse changes in market conditions could impact this judgment and require an impairment loss to be recognized if our book value, including excess reorganization value, exceeds the fair value.

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 June 30, 2012 condensed consolidated balance sheet to be adequate (see Note 9 to the accompanying condensed consolidated financial statements included herein), 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.

Equity-Based Compensation Expense

Compensation costs related to our equity-based compensation plans are recognized within our income statement. The costs recognized are based on the grant date fair value. Compensation cost for share-based 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).

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 management’s judgment. We have concluded that our historical exercise experience is the best estimate of future exercise patterns to determine an option’s expected term. To estimate expected volatility, we analyze the historical volatility of our common stock over a period equal to the option’s expected term. Changes in management’s 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 grant 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 base

 

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our estimate of future forfeitures of equity-based compensation grants. 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.

Mortgage Loan Loss Allowance

We originate several different loan products to our customers to finance the purchase of their home. We sell all of the loans we originate into the secondary mortgage market generally within 30 to 60 days from origination. All of the loans that we originate are underwritten to the standards and specifications of the ultimate investor. Insofar as we underwrite our originated loans to those standards, we bear no increased concentration of credit risk from the issuance of loans, except in certain limited instances where early payment default occurs. Those underwriting standards are typically equal to or more stringent than the underwriting standards required by FNMA, VA and FHA. We employ a quality control department to ensure that our underwriting controls are effectively operating, and further assess the underwriting function as part of our assessment of internal controls over financial reporting. We maintain an allowance for losses on mortgage loans originated that reflects our judgment of the present loss exposure in the loans that we have originated and sold. The allowance is calculated based on an analysis of historical experience and anticipated losses on mortgages held for investment, real estate owned, and specific expected loan repurchases or indemnifications. Although we consider the allowance for loan losses reflected on the June 30, 2012 condensed consolidated balance sheet to be adequate, there can be no assurance that this allowance will prove to be adequate over time to cover losses due to unanticipated changes to the assumptions used to estimate the mortgage loan loss allowance.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes in our market risks during the six months ended June 30, 2012. For additional information regarding market risk, see our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 4. 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 our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended. Based on that evaluation, our 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 changes in our internal control over financial reporting in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

On July 18, 2007, former and current employees filed lawsuits against us 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 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, and where available, multiple damages. The suits were filed as purported class actions. However, while a number of individuals have filed consents to join and assert federal claims in the New York action,

 

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none of the groups of employees that the lawsuits purport to represent have been certified as a class, and we have filed a motion to decertify the federal collective action claim and dismiss the individuals who filed consents from the case. The lawsuits filed in Ohio, Pennsylvania, Maryland, New Jersey and North Carolina have been stayed pending further developments in the New York action.

We believe that our compensation practices in regard to sales and marketing representatives are entirely lawful and in compliance with two letter rulings from the United States Department of Labor (“DOL”) issued in January 2007. The three courts to most recently consider similar claims against other homebuilders have acknowledged the DOL’s position that sales and marketing representatives were properly classified as exempt from overtime wages and the only court to have directly addressed the exempt status of such employees concluded that the DOL’s position was valid. Accordingly, we have vigorously defended and intend to continue to vigorously defend these lawsuits. Because we are unable to determine the likelihood of an unfavorable outcome of these cases, or the amount of damages, if any, we have not recorded any associated liabilities on the accompanying consolidated balance sheets.

In June 2010, we received a Request for Information from the United States Environmental Protection Agency (“EPA”) pursuant to Section 308 of the Clean Water Act. The request sought information about storm water discharge practices in connection with homebuilding projects completed or underway by us in New York and New Jersey. We cooperated with this request, and provided information to the EPA. We have since been informed by the United States Department of Justice (“DOJ”) that the EPA forwarded the information on the matter to the DOJ, and the DOJ requested that we meet with the government to discuss the status of the case. A meeting took place in late January 2012 with representatives from both the EPA and DOJ. It is not yet known what next steps, if any, the DOJ will take in the matter. We intend to continue cooperating with any future EPA and/or DOJ inquiries. At this time, we cannot predict the outcome of this inquiry, nor can we reasonably estimate the potential costs that may be associated with its eventual resolution.

In August 2011, the Wage and Hour Division of the DOL notified us that it was initiating an investigation to determine our compliance with the Fair Standards Labor Act (“FSLA”). In the notice, the DOL requested certain information, including payroll data for a two year period and multiple community-specific items related to our homebuilding operations. We have cooperated with this information request, have either provided or made available the information that the DOL has requested and expect to continue to cooperate with the DOL’s investigation. We believe that our payroll practices are in compliance with the FSLA. The DOL has investigated our headquarters, two manufacturing facilities and certain of our operating divisions. At this time, we cannot predict the outcome of this investigation, nor can we reasonably estimate the potential costs that may be associated with its eventual resolution.

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, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.

 

Item 1A. Risk Factors

There has been no material change to the risk factors as previously disclosed in our Form 10-K for the fiscal year ended December 31, 2011 in response to Item 1A. Part 1 of such Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     (Dollars in thousands)

We had two repurchase authorizations outstanding during the quarter ended June 30, 2012. On July 28, 2011 (“July Authorization”) and December 14, 2011 (“December Authorization”), we publicly announced the Board of Directors’ approval for us to repurchase up to an aggregate of $300,000 per authorization, of our common stock in one or more open market and/or privately negotiated transactions. The repurchase authorizations do not have expiration dates. We had no common stock repurchases during the quarter ended June 30, 2012. We currently have $319,897 available for share purchases under the outstanding repurchase authorizations.

 

36


Table of Contents
Item 6. Exhibits

(a) Exhibits:

 

  10.1    Amendment No. 1 to the Employment Agreement between NVR, Inc. and Robert W. Henley dated January 2, 2011. Filed as Exhibit 10.1 to NVR’s Form 8-K filed on May 31, 2012 and incorporated herein by reference.
  10.2    Employment Agreement between NVR, Inc. and Eugene J. Bredow dated May 31, 2012. Filed as Exhibit 10.2 to NVR’s Form 8-K filed on May 31, 2012 and incorporated herein by reference.
  31.1    Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
  31.2    Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
  32    Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

 

37


Table of Contents

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.

 

July 27, 2012     NVR, Inc.
    By:  

/s/ Dennis M. Seremet

      Dennis M. Seremet
      Senior Vice President, Chief Financial Officer and Treasurer

 

38


Table of Contents

Exhibit Index

 

Exhibit
Number

  

Description

  10.1    Amendment No. 1 to the Employment Agreement between NVR, Inc. and Robert W. Henley dated January 2, 2011. Filed as Exhibit 10.1 to NVR’s Form 8-K filed on May 31, 2012 and incorporated herein by reference.
  10.2    Employment Agreement between NVR, Inc. and Eugene J. Bredow dated May 31, 2012. Filed as Exhibit 10.2 to NVR’s Form 8-K filed on May 31, 2012 and incorporated herein by reference.
  31.1    Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
  31.2    Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
  32    Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

 

39

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