-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ct2/OZMLo3oq7EVlcff6xwhJrTjdoUWKxuE9MLRxCBbWCNETgQzNGjB9Vn7zRalZ d6XsH32CPhgcZ+0MuijD6A== 0000912057-96-023699.txt : 19961028 0000912057-96-023699.hdr.sgml : 19961028 ACCESSION NUMBER: 0000912057-96-023699 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961025 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVR INC CENTRAL INDEX KEY: 0000906163 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 541394360 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12378 FILM NUMBER: 96647772 BUSINESS ADDRESS: STREET 1: 7601 LEWISVILLE RD STREET 2: STE 300 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037612000 MAIL ADDRESS: STREET 1: 7601 LEWINSVILLE RD CITY: MCLEAN STATE: VA ZIP: 22102 10-Q 1 10-Q 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 September 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12378 NVR, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1394360 ------------------------------- ------------------------------- (State or other jurisdiction of (IRS employer identification incorporation or organization) number) 7601 Lewinsville Road, Suite 300 McLean, Virginia 22102 (703) 761-2000 - ------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Not Applicable) - ------------------------------------------------------------------------------- (Former name, former address, and former fiscal year if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of October 25, 1996 there were 14,708,429 total shares of common stock outstanding. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No ----- ----- NVR, INC. FORM 10-Q INDEX - -------------------------------------------------------------------------------
Page ---- PART I FINANCIAL INFORMATION - ------ Item 1. Consolidated Financial Statements Consolidated Balance Sheets at September 30, 1996 (unaudited) and December 31, 1995........................................ 3 Consolidated Statements of Operations for the Three Months Ended September 30, 1996 (unaudited) and September 30, 1995 (unaudited) and the Nine Months Ended September 30, 1996 (unaudited) and September 30, 1995 (unaudited)............................ 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1996 (unaudited) and September 30, 1995 (unaudited)................................ 6 Notes to Consolidated Financial Statements.................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 10 PART II OTHER INFORMATION - ------- Item 6. Exhibits and Reports on Form 8-K.............................. 15
2 PART I ------ ITEM 1. NVR, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, 1996 DECEMBER 31, 1995 ------------------ ----------------- (UNAUDITED) ASSETS HOMEBUILDING: Cash and cash equivalents $ 69,597 $ 51,911 Receivables 17,351 7,894 Inventory: Lots and housing units, covered under sales agreements with customers 126,435 116,140 Unsold lots and housing units 31,688 33,399 Manufacturing materials and other 5,494 5,174 ----------- ---------- 163,617 154,713 Property, plant and equipment, net 17,486 16,882 Reorganization value in excess of amounts allocable to identifiable assets, net 84,584 89,867 Other assets 50,760 47,308 ----------- ----------- 403,395 368,575 ---------- ------------ FINANCIAL SERVICES: Cash and cash equivalents 4,043 3,656 Mortgage loans held for sale, net 90,152 96,311 Mortgage servicing rights, net 6,343 18,017 Property and equipment, net 1,098 1,708 Reorganization value in excess of amounts allocable to identifiable assets, net 13,060 13,877 Other assets 13,711 10,452 ----------- ---------- 128,407 144,021 ----------- ---------- LIMITED-PURPOSE FINANCING SUBSIDIARIES: Mortgage-backed securities, net 50,657 94,403 Funds held by trustee 2,269 2,534 Other assets 2,855 4,338 ----------- ---------- 55,781 101,275 ---------- --------- TOTAL ASSETS $ 587,583 $ 613,871 ---------- --------- ---------- ---------
See notes to consolidated financial statements. 3 NVR, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, 1996 DECEMBER 31, 1995 ------------------ ----------------- (UNAUDITED) LIABILITIES AND SHAREHOLDERS' EQUITY HOMEBUILDING: Accounts payable $ 52,633 $ 49,679 Accrued expenses and other liabilities 94,504 88,943 Notes payable 90 93 Other term debt 14,050 14,025 Senior notes 120,000 120,000 --------- --------- 281,277 272,740 --------- --------- FINANCIAL SERVICES: Accounts payable and other liabilities 6,801 7,501 Notes payable 87,113 87,177 --------- --------- 93,914 94,678 --------- --------- LIMITED-PURPOSE FINANCING SUBSIDIARIES: Accrued expenses and other liabilities 1,518 1,724 Bonds payable 54,149 98,549 --------- --------- 55,667 100,273 --------- --------- Total liabilities 430,858 467,691 --------- --------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock, $0.01 par value; 60,000,000 shares authorized; 19,880,635 and 18,384,083 shares issued as of September 30, 1996 and December 31, 1995, respectively 199 184 Additional paid-in-capital 155,596 144,072 Retained earnings 42,101 21,626 Less treasury stock at cost 5,172,189 and 3,170,721 shares at September 30, 1996 and December 31, 1995 respectively (41,171) (19,702) --------- --------- Total shareholders' equity 156,725 146,180 --------- --------- Total liabilities and shareholders' equity $587,583 $613,871 --------- --------- --------- ---------
See notes to consolidated financial statements. 4 NVR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, -------------------- ------------------- 1996 1995 1996 1995 ------ ------ ------ ------ HOMEBUILDING: Revenues $312,658 $256,110 $796,425 $607,501 Other income 238 251 763 1,228 Cost of sales (270,375) (221,115) (689,577) (523,975) Selling, general and administrative (20,687) (17,490) (50,852) (42,567) Amortization of reorganization value in excess of amounts allocable to identifiable assets (1,761) (1,761) (5,283) (5,283) ------- ------- ------- ------- Operating income 20,073 15,995 51,476 36,904 Interest expense (4,136) (4,402) (12,536) (12,906) ------- ------- ------- ------- Homebuilding income 15,937 11,593 38,940 23,998 ------- ------- ------- ------- FINANCIAL SERVICES: Mortgage banking fees 6,225 7,146 19,043 16,797 Interest income 1,632 1,518 4,036 3,301 General and administrative (6,407) (7,520) (18,337) (17,701) Amortization of reorganization value in excess of amounts allocable to identifiable assets (272) (272) (816) (816) Interest expense (772) (743) (1,801) (1,342) ------- ------- ------- ------- Operating income 406 129 2,125 239 LIMITED-PURPOSE FINANCING SUBSIDIARIES: Operating income 10 14 11 36 ------- ------- ------- ------- TOTAL SEGMENT INCOME 16,353 11,736 41,076 24,273 Income tax expense (8,079) (5,873) (20,292) (12,661) ------- ------- ------- ------- Income before extraordinary gain 8,274 5,863 20,784 11,612 Extraordinary gain: (net of tax expense of $645 for the nine months ended September 30, 1995) -- -- -- 927 ------- ------- ------- ------- NET INCOME $8,274 $5,863 $20,784 $12,539 ------- ------- ------- ------- ------- ------- ------- ------- EARNINGS PER SHARE: Income before extraordinary gain $ 0.59 $ 0.38 $ 1.37 $ 0.75 Extraordinary gain -- -- -- 0.06 ------- ------- ------- ------- Earnings per share $0.59 $0.38 $1.37 $0.81 ------- ------- ------- ------- ------- ------- ------- -------
See notes to consolidated financial statements. 5 NVR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, ------------------------------- 1996 1995 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $20,784 $12,539 Adjustments to reconcile net income to net cash provided (used) by operating activities: Extraordinary gain--extinguishment of debt -- (1,572) Depreciation and amortization 9,236 10,867 Interest accrued and added to bond principal 446 1,674 Mortgage loans closed (949,918) (760,092) Proceeds from sales of mortgage loans 960,537 715,004 (Gain) loss on sale of mortgage servicing rights 1,104 (2,895) Gain on sale of loans (11,531) (4,812) Net change in assets and liabilities: Increase in inventories (8,904) (63,799) Decrease (increase) in receivables** 308 (1,612) Increase in accounts payable and accrued expenses 7,745 16,292 Other, net (3,917) (7,811) --------- --------- Net cash provided (used) by operating activities 25,890 (86,217) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in marketable securities -- 5,000 Decrease (increase) in funds held by trustee 265 (1,008) Proceeds from sales of mortgage-backed securities 32,722 1,069 Purchase of property, plant and equipment (2,890) (2,770) Principal payments on mortgage-backed securities 14,002 12,648 Proceeds from sales of mortgage servicing rights 12,316 6,781 Purchases of mortgage servicing rights (112) (9,995) Other, net 1,771 390 --------- --------- Net cash provided by investing activities 58,074 12,115 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of bonds (45,800) (13,497) Net borrowings under notes payable (226) 75,343 Purchases of treasury stock (23,179) (871) Repurchase of Senior Notes -- (12,962) Other 3,314 84 --------- --------- Net cash provided (used) by financing activities (65,891) 48,097 Net increase (decrease) in cash 18,073 (26,005) Cash, beginning of the period 55,567 71,476 --------- --------- Cash, end of period $73,640 $45,471 --------- --------- --------- --------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid during the period $15,996 $16,006 --------- --------- --------- --------- Income taxes paid, net of refunds $22,362 $13,586 --------- --------- --------- ---------
** See Note 3 to the financial statements for an explanation of the non-cash increase to equity from the accrual of warrant proceeds. See notes to consolidated financial statements. 6 NVR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 1. BASIS OF PRESENTATION The accompanying unaudited, consolidated financial statements include the accounts of NVR, Inc. ("NVR" or the "Company") and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Because the accompanying condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles, they should be read in conjunction with the financial statements and notes thereto included in the Company's 1995 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 2. ADOPTION OF NEW ACCOUNTING PRINCIPLE During the quarter ended March 31, 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF. SFAS No. 121 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances based on future expected cash flows indicate that the carrying amount may not be recoverable. Such adoption did not have a material impact on the Company's financial condition or results of operations. 3. SHAREHOLDERS' EQUITY A summary of changes in Shareholders' equity is presented below:
ADDITIONAL COMMON PAID-IN RETAINED TREASURY STOCK CAPITAL EARNINGS STOCK ------ --------- -------- -------- BALANCE, DECEMBER 31, 1995 $184 $144,072 $21,626 $(19,702) Net income -- -- 20,784 -- Option activity -- 88 -- -- Warrant activity 15 13,146 (309) -- Purchases of treasury stock -- -- -- (23,179) Performance share activity -- (1,710) -- 1,710 ------- ------ ------- ------- BALANCE, SEPTEMBER 30, 1996 $199 $155,596 $42,101 $(41,171) ------- -------- ------- -------- ------- -------- ------- --------
During the nine months ended September 30, 1996, the Company repurchased 2,175,504 shares of its common stock at an aggregate purchase price of $23,179, which completed the equity repurchase program announced in April 1996. 7 NVR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) On September 30, 1993, NVR issued warrants to purchase 2,162,828 shares of common stock at an exercise price of $8.80 per share with an expiration date of September 30, 1996. During 1996, 1,495,515 warrants were exercised for a like number of common shares. Of the $13,161 aggregate increase to equity pursuant to the warrant conversion, $9,600 is included as a receivable at September 30, 1996 as those proceeds were not received by the Company until October 1, 1996. In addition, pursuant to the previously announced warrant repurchase program, during 1996 NVR repurchased 561,135 warrants, at market prices, for an aggregate purchase price of $309. The Company retired the repurchased warrants with a charge to retained earnings equal to the purchase price. A total of 106,178 warrants expired unexercised. 4. DEBT In May 1996, the Company amended and restated its working capital revolving credit facility (the "Facility") for a three year term expiring on May 31, 1999 under an agreement with a syndicate of financial institutions. The Facility provides for borrowings up to $60,000. The amended Facility resulted in a more favorable borrowing rate and a reduction in certain fees. The other terms and conditions are substantially the same as those under the facility in effect at December 31, 1995. In June 1996, NVR Mortgage Finance, Inc. ("NVR Finance") renewed its mortgage warehouse facility for one year with more favorable pricing and an increase in the available borrowing limit to $105,000. The other terms and conditions are substantially the same as under the previous facility. During the first quarter of 1996, NVR Finance entered into an annually renewable, uncommitted gestation mortgage-backed security repurchase agreement (the "Repo Facility"). The maximum amount available under the Repo Facility is $50,000, and amounts outstanding thereunder accrue interest at various rates tied to the federal funds rate, depending on the type of collateral. Borrowings outstanding under the Repo Facility are collateralized by gestation mortgage-backed securities. The covenants under the Repo Facility are consistent with NVR Finance's mortgage warehouse credit facility. 5. STOCK OPTION PLANS During the second quarter of 1996, the Company's Shareholders approved the Board of Directors' adoption of the Management Long-Term Stock Option Plan (the "Stock Option Plan") and the Directors' Long-Term Stock Option Plan (the "Directors' Plan"). Under the Stock Option Plan, awards of non-qualified stock options ("Options") to purchase 2,000,000 Shares of the Company's common stock ("Shares") may be granted to executive officers and other key management personnel. Each Option will be granted for a period of ten (10) years from the date of grant. As of September 30, 1996, 1,504,000 Options have been granted under the Stock Option Plan at an exercise price of $10.63, which was equal to the fair market value of the Company's Shares on the date of grant. The Options granted will vest as to thirty-three and one-third percent (33 1/3 %) of the underlying Shares on each of December 31, 2000, 2001, and 2002, with vesting based upon continued employment. 8 NVR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Also as of September 30, 1996, the 192,000 Options authorized under the Directors' Plan were granted to the Company's outside directors at an exercise price of $10.25, which was equal to the fair market value of the Company's Shares on the date of grant. The Options were granted for a ten (10) year period beginning from the date of grant, and vest as to thirty three and one-third percent (33 1/3%) of the underlying Shares on each of December 31, 1999, 2000, and 2001. 6. MORTGAGE SERVICING RIGHTS During the third quarter of 1996, the financial services segment sold the mortgage servicing rights to approximately $740,000 of its mortgage servicing portfolio, incurring a $1,104 pre-tax loss, which is included in mortgage banking fees on the accompanying statement of operations. At September 30, 1996, the financial services segment was servicing approximately 9,400 loans with aggregate principal balances of approximately $584,000. 9 ITEM 2. NVR, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) NVR, Inc. ("NVR" or the "Company") is a holding company that operates in two business segments: homebuilding and financial services. Holding company general and administrative expenses are fully allocated to the homebuilding and financial services segments in the information presented below. HOMEBUILDING SEGMENT THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 During the third quarter of 1996, homebuilding operations generated revenues of $312,658 compared to revenues of $256,110 in the third quarter of 1995. The change in revenues is primarily due to a 17.7% increase in the number of homes settled from 1,420 in 1995 to 1,672 in 1996 and to a 3.6% increase in the average settlement price from $179.5 in 1995 to $186.0 in 1996. The increase in settlements was a direct result of the higher backlog at the beginning of the 1996 quarter as compared to the same 1995 quarter. New orders of 969 during the third quarter of 1996 decreased 15.3% compared with the 1,144 new orders generated during the same 1995 period. The Company attributes the decrease in new orders to interest rate uncertainty and to the general economic environment in the Company's primary markets. Gross profit margins in the third quarter of 1996 decreased to 13.5% compared to 13.7% for the same 1995 quarter. The decrease in gross profit margins from the prior year quarter was primarily due to increased competitive market conditions in certain of the Company's markets and, to a lesser extent, higher lumber costs. SG&A expenses for the third quarter of 1996 increased $3,197 as compared to the same 1995 period, but decreased slightly as a percentage of revenues. The dollar increase in SG&A was primarily due to increased costs that corresponded to the aforementioned increase in revenues. Backlog units and dollars were 2,398 and $436,487, respectively, at September 30, 1996 compared to 2,379 and $425,929 at September 30, 1995. The increase in backlog dollars is due primarily to a 3.3% increase in the average sales prices during the nine months period ended September 30, 1996 compared to the same 1995 period. The Company believes that earnings before interest, taxes, depreciation and amortization ("EBITDA") provides a more meaningful comparison of operating performance of the homebuilding segment than operating income because it excludes the amortization of certain intangible assets. Although the Company believes the calculation is helpful in understanding the performance of the homebuilding segment, EBITDA should not be considered a substitute for net income or cash flow as indicators of the Company's financial performance or its ability to generate liquidity. 10 CALCULATION OF HOMEBUILDING EBITDA:
THREE MONTHS ENDED SEPTEMBER 30, -------------------------------- 1996 1995 ---- ---- Operating income $ 20,073 $ 15,995 Depreciation 701 589 Amortization of excess reorganization value 1,761 1,761 ---------- ---------- HOMEBUILDING EBITDA $ 22,535 $ 18,345 ---------- --------- % OF HOMEBUILDING REVENUES 7.2% 7.2%
Homebuilding EBITDA in the third quarter of 1996 was $4,190 or 22.8% higher than in the third quarter of 1995, and as a percentage of revenues was consistent with the prior year quarter. FINANCIAL SERVICES SEGMENT THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 The financial services segment generated operating income of $406 for the three months ended September 30, 1996 compared to operating income of $129 during the same period in 1995, representing an increase of $277. Loan closings were $338,895 and $359,756 during the respective quarters ended September 30, 1996 and 1995, representing a decrease of 6%. The increase in operating income over the prior year quarter was achieved despite fewer operating branch offices and continued strong price competition. Operating income for the three months ended September 30, 1995 was negatively impacted by the accrual of $1,000 for the closure of thirteen mortgage origination branch offices. As noted below, operating income for the third quarter of 1996 was impacted by a loss of approximately $1,104 from the sale of mortgage servicing rights Mortgage banking fees had a net decrease of $921, representing a 13% decrease when comparing the respective quarters of September 30, 1996 and 1995. This decrease can be primarily attributed to the loss of approximately $1,104 from the sale of $740,000 of mortgage servicing rights during the third quarter of 1996. This resulted in a servicing portfolio balance of $584,000 at September 30, 1996. A summary of mortgage banking fees is noted below:
MORTGAGE BANKING FEES: 1996 1995 ---- ---- Net gain on sale of loans $ 4,412 $ 2,762 Servicing 1,239 1,895 Title services 1,678 1,593 Gain/(loss) on sale of servicing rights (1,104) 896 ------- -------- $ 6,225 $ 7,146 ------- -------- ------- --------
HOMEBUILDING SEGMENT NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 During the first nine months of 1996, homebuilding operations generated revenues of $796,425 compared to revenues of $607,501 in the first nine months of 1995. The increase in revenues was primarily due to a 26.3% increase in the number of homes settled from 3,431 in 1995 to 4,335 in 1996, and to a 4.0% increase in the average settlement price from $175.8 in 1995 to $182.8 in 1996. The increase in settlements was a direct result of a higher backlog at the beginning of 1996 and throughout the first six months of 1996 when compared to the same 1995 period. New orders increased by 4.3% to 4,262 during the first nine months of 1996 compared with 4,088 during the first nine months of 1995. 11 Gross profit margins decreased to 13.4% in the first nine months of 1996 compared to 13.7% in the first nine months of 1995. The decrease in gross profit margins from the prior year was primarily attributable to more competitive market conditions in certain of the Company's markets, additional costs incurred in the construction of homes as a result of severe winter weather conditions in NVR's principal markets in the first quarter of 1996 and, to a lesser extent, higher lumber costs. SG&A expenses for 1996 increased $8,285 as compared to the same 1995 period, but as a percentage of revenues decreased .6%. The dollar increase in SG&A was primarily due to increased costs that correspond to the aforementioned increase in revenues. CALCULATION OF HOMEBUILDING EBITDA:
NINE MONTHS ENDED SEPTEMBER 30, ------------------------------- 1996 1995 ---------- ----------- Operating income $ 51,476 $ 36,904 Depreciation 2,104 1,638 Amortization of excess reorganization value 5,283 5,283 --------- ---------- HOMEBUILDING EBITDA $ 58,863 $ 43,825 --------- ---------- % OF HOMEBUILDING REVENUES 7.4% 7.2%
Homebuilding EBITDA for the first nine months of 1996 was $15,038 or 34.3% higher than the first nine months of 1995, and as a percentage of revenues increased from 7.2% to 7.4%. FINANCIAL SERVICES SEGMENT NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 The financial services segment generated operating income of $2,125 compared to $239 during the same period in 1995, representing an increase of $1,886. Loan closings were $949,918 and $760,092 during the respective periods ended September 30, 1996 and 1995, representing an increase of 25%. The increase in operating income and the increased volume of loan closings during the current nine month period were achieved despite fewer operating branch offices and continued strong price competition. Operating income for the nine months ended September 30, 1995 was negatively impacted by the accrual of $1,000 for the closure of thirteen mortgage origination branch offices. As noted below, operating income for the nine months ended September 30, 1996 was impacted by a loss of approximately $1,104 from the sale of mortgage servicing rights. Mortgage banking fees had a net increase of $2,246, representing a 13% increase when comparing the respective periods of September 30, 1996 and 1995. This increase can be primarily attributed to the higher gain on sale of loans resulting from the increased loan closings. This increase is partially offset by the loss of approximately $1,104 from the sale of $740,000 of mortgage servicing rights during the third quarter of 1996. A summary of mortgage banking fees is noted below:
MORTGAGE BANKING FEES: 1996 1995 ---------- ----------- Net gain on sale of loans $ 11,531 $ 4,812 Servicing 4,046 5,330 Title services 4,570 3,760 Gain/(loss) on sale of servicing rights (1,104) 2,895 ---------- ----------- $ 19,043 $ 16,797 ---------- ----------- ---------- -----------
12 RECENT ACCOUNTING PRONOUNCEMENTS In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. SFAS No. 125 establishes accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. SFAS No. 125 is effective for financial statements for fiscal years beginning after December 15, 1996. Upon adoption, the Company does not believe that SFAS No. 125 will have a material impact on its consolidated financial statements. OTHER ELEMENTS IMPACTING RESULTS OF OPERATIONS SUPPLEMENTAL DISCLOSURE OF NET INCOME PER SHARE The Company is amortizing the reorganization value in excess of amounts allocable to identifiable assets on a straight-line basis over a fifteen year period beginning in the fourth quarter of 1993. Because this non-cash expense significantly impacts net income, the following is presented for additional analysis. Although the Company believes the calculation is helpful in assessing the financial results of the Company, it should not be considered a substitute for earnings per share as presented on the face of the statements of operations on the accompanying financial statements.
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ------------------------ ---------------------- 1996 1995 1996 1995 ----------- ---------- ----------- --------- WEIGHTED AVERAGE SHARES OUTSTANDING: Weighted average number of shares of common stock and common stock equivalents outstanding 14,017,496 15,373,244 15,138,306 15,387,869 SUPPLEMENTAL INFORMATION: Reported net income $ 8,274 $ 5,863 $ 20,784 $ 12,539 Plus: Amortization of reorganization value in excess of amounts allocable to identifiable assets 2,033 2,033 6,099 6,099 Less: Extraordinary gain-- net of taxes -- -- -- (927) ----------- ----------- ---------- ----------- Income before extraordinary gain and amortization of reorganization value in excess of amounts allocable to identifiable assets $ 10,307 $ 7,896 $ 26,883 $ 17,711 ----------- ----------- ---------- ----------- ----------- ----------- ---------- ----------- Earnings per share before extraordinary gain and amortization of reorganization value in excess of amounts allocable to identifiable assets $ 0.74 $ 0.51 $ 1.78 $ 1.15 ---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
13 LIQUIDITY AND CAPITAL RESOURCES NVR's homebuilding segment generally provides for its working capital cash requirements using cash generated from operations and a short-term credit facility. The homebuilding segment has available a $60,000 Working Capital Revolving Credit facility to fund its working capital needs, under which there were no amounts outstanding at September 30, 1996. NVR's financial services segment provides for its mortgage origination and other operating activities using cash generated from operations as well as various short-term credit facilities. NVR Mortgage Finance, Inc. ("NVR Finance") has available a $105,000 mortgage warehouse facility to fund its mortgage origination activities, under which $78,059 was outstanding at September 30, 1996. NVR Finance also has available two annually renewable, uncommitted gestation mortgage-backed security repurchase agreements ( "Repo Facilities"), with a maximum of $50,000 in borrowings available under each agreement. There was $9,054 outstanding under the Repo Facilities at September 30, 1996. The Company believes that internally generated cash and borrowings available under credit facilities will be sufficient to satisfy near term cash requirements for working capital in both its homebuilding and mortgage banking operations. OTHER ELEMENTS IMPACTING LIQUIDITY During the nine months ended September 30, 1996, the Company repurchased 2,175,504 shares of its common stock at an aggregate purchase price of $23,179, which completed the equity repurchase program announced in April 1996. On September 30, 1993, NVR issued warrants to purchase 2,162,828 shares of common stock at an exercise price of $8.80 per share with an expiration date of September 30, 1996. During 1996, 1,495,515 warrants were exercised for a like number of common shares. Of the $13,161 aggregate increase to equity pursuant to the warrant conversion, $9,600 is included as a receivable at September 30, 1996 as those proceeds were not received by the Company until October 1, 1996. In addition, pursuant to the previously announced warrant repurchase program, during 1996 NVR repurchased 561,135 warrants, at market prices, for an aggregate purchase price of $309. The Company retired the repurchased warrants with a charge to retained earnings equal to the purchase price. A total of 106,178 warrants expired unexercised. 14 PART II ------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ------- -------------------------------- A. 11. Computation of Earnings per Share. B. 27. Financial Data Schedule. C. The Company did not file any reports on Form 8-K during the quarter ended September 30, 1996. 15 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - ------- --------------------------------------------------- ---- 11. Computation of Earnings per Share 18 27. Financial Data Schedule 19
16 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. October 25, 1996 NVR, Inc. By: /s/ Paul C. Saville ------------------- Paul C. Saville Senior Vice President Finance and Chief Financial Officer 17 EX-11 2 EXHIBIT 11 EXHIBIT 11 NVR, INC. COMPUTATION OF EARNINGS PER SHARE (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ------------------ ----------------- 1996 1995 1996 1995 ---- ---- ---- ---- 1. Net income $8,274 $5,863 $20,784 $12,539 ------ ------ ------- ------- 2. Weighted average number of shares outstanding 13,643 15,373 14,696 15,336 3. Shares issuable upon exercise of dilutive options, warrants and subscriptions outstanding during period, based on average market price 374 -- 442 52 ------ ------ ------ ------ 4. Shares issuable upon exercise of dilutive options, warrants and subscriptions outstanding during period, based on higher of average or end of period market price 374 -- 442 52 ------ ------ ------ ------ 5. Weighted average number of shares and share equivalents outstanding (2 + 3) 14,017 15,373 15,138 15,388 ------ ------ ------ ------ ------ ------ ------ ------ 6. Weighted average number of shares outstanding assuming full dilution (2 + 4) 14,017 15,373 15,138 15,388 ------ ------ ------ ------ ------ ------ ------ ------ 7. Net income per share and share equivalents (1/5) $0.59 $0.38 $1.37 $0.81 ------ ------ ------ ------ ------ ------ ------ ------ 8. Net income per share, assuming full dilution (1/6) $0.59 $0.38 $1.37 $0.81 ------ ------ ------ ------ ------ ------ ------ ------
18 EX-27 3 FDS
5 This schedule contains summary financial information extracted from NVR, Inc.'s consolidated financial statements included in Form 10-Q for the quarterly period ended September 30, 1996 and is qualified in its entirety by reference to such financial statements. 1,000 U.S. DOLLARS 9-MOS DEC-31-1996 JAN-1-1996 SEP-30-1996 1. 73,640 0 17,351 0 163,617 0 18,584 0 587,583 0 174,149 0 0 155,795 930 587,583 796,425 826,840 689,577 69,189 6,099 0 14,337 41,076 20,292 20,784 0 0 0 20,784 1.37 1.37 Item represents the non-cash amortization of excess reorganization value.
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