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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, 2003

 

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.)

 

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  ¨

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act of 1934).    Yes  x    No  ¨

 

As of August 4, 2003 there were 7,152,347 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, 2003 (unaudited) and December 31, 2002    3
     Condensed Consolidated Statements of Income for the Three Months Ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) and the Six Months Ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited)    5
     Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited)    6
     Notes to Condensed Consolidated Financial Statements    7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    13

Item 4.

   Controls and Procedures    19

PART II

   OTHER INFORMATION     

Item 4.

   Submission of Matters to a Vote of Security Holders    20

Item 6.

   Exhibits and Reports on Form 8-K    20
     Exhibit Index    21
     Signature    22

 

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PART I.   FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

NVR, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share and share data)

 

     June 30, 2003

   December 31, 2002

     (unaudited)     

ASSETS

             

Homebuilding:

             

Cash and cash equivalents

   $ 390,179    $ 139,796

Receivables

     14,374      10,807

Inventory:

             

Lots and housing units, covered under sales agreements with customers

     502,614      400,008

Unsold lots and housing units

     26,257      25,558

Manufacturing materials and other

     7,417      11,108

Inventory not owned, consolidated per FIN 46

     7,804      —  
    

  

       544,092      436,674

Property, plant and equipment, net

     22,058      22,126

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

     41,580      41,580

Goodwill, net

     6,379      6,379

Contract land deposits

     235,578      231,229

Other assets

     116,902      110,007
    

  

       1,371,142      998,598
    

  

Mortgage Banking:

             

Cash and cash equivalents

     3,607      3,049

Mortgage loans held for sale, net

     143,823      163,410

Mortgage servicing rights, net

     127      5,611

Property and equipment, net

     932      941

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

     7,347      7,347

Other assets

     2,874      3,332
    

  

       158,710      183,690
    

  

Total assets

   $ 1,529,852    $ 1,182,288
    

  

 

(Continued)

 

See notes to condensed consolidated financial statements.

 

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NVR, Inc.

Condensed Consolidated Balance Sheets (Continued)

(in thousands, except per share and share data)

 

     June 30, 2003

    December 31, 2002

 
     (unaudited)        

LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Homebuilding:

                

Accounts payable

   $ 167,720     $ 145,209  

Accrued expenses and other liabilities

     129,682       142,215  

Liabilities related to inventory not owned, consolidated per FIN 46

     7,375       —    

Obligations under incentive plans

     57,041       97,803  

Customer deposits

     160,549       118,174  

Other term debt

     4,724       4,903  

Senior notes

     315,000       115,000  
    


 


       842,091       623,304  
    


 


Mortgage Banking:

                

Accounts payable and other liabilities

     17,025       16,482  

Notes payable

     114,652       139,257  
    


 


       131,677       155,739  
    


 


Total liabilities

     973,768       779,043  
    


 


Commitments and contingencies

                

Shareholders’ equity:

                

Common stock, $0.01 par value; 60,000,000 shares authorized; 20,597,709 and 20,602,921 shares issued as of June, 30, 2003 and December 31, 2002

     206       206  

Additional paid-in-capital

     314,077       262,867  

Deferred compensation trust - 453,207 and 428,698 shares as of June 30, 2003 and December 31, 2002, respectively, of NVR, Inc. common stock

     (52,235 )     (35,647 )

Deferred compensation liability

     52,235       35,647  

Retained earnings

     1,150,972       968,074  

Less treasury stock at cost – 13,362,526 and 13,580,531 shares at June 30, 2003 and December 31, 2002, respectively

     (909,171 )     (827,902 )
    


 


Total shareholders’ equity

     556,084       403,245  
    


 


Total liabilities and shareholders’ equity

   $ 1,529,852     $ 1,182,288  
    


 


 

See notes to condensed consolidated financial statements.

 

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NVR, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended June 30,

    Six Months Ended June 30,

 
     2003

    2002

    2003

     2002

 

Homebuilding:

                                 

Revenues

   $ 828,563     $ 769,910     $ 1,551,938      $ 1,444,892  

Other income

     592       702       1,524        1,460  

Cost of sales

     (623,210 )     (585,828 )     (1,162,647 )      (1,099,059 )

Selling, general and administrative

     (60,440 )     (58,063 )     (111,399 )      (105,480 )
    


 


 


  


Operating income

     145,505       126,721       279,416        241,813  

Interest expense

     (3,725 )     (3,154 )     (7,061 )      (6,218 )
    


 


 


  


Homebuilding income

     141,780       123,567       272,355        235,595  
    


 


 


  


Mortgage Banking:

                                 

Mortgage banking fees

     17,883       16,181       35,639        31,042  

Interest income

     1,203       1,492       2,567        3,018  

Other income

     260       154       407        282  

General and administrative

     (4,859 )     (6,372 )     (10,327 )      (11,453 )

Interest expense

     (378 )     (464 )     (809 )      (791 )
    


 


 


  


Mortgage banking income

     14,109       10,991       27,477        22,098  
    


 


 


  


Total segment income

     155,889       134,558       299,832        257,693  

Income tax expense

     (60,797 )     (50,728 )     (116,934 )      (97,150 )
    


 


 


  


Net Income

   $ 95,092     $ 83,830     $ 182,898      $ 160,543  
    


 


 


  


Basic earnings per share

   $ 13.35     $ 11.42     $ 25.76      $ 21.79  
    


 


 


  


Diluted earnings per share

   $ 10.90     $ 8.90     $ 20.99      $ 17.05  
    


 


 


  


Basic average shares outstanding

     7,124       7,341       7,101        7,369  
    


 


 


  


Diluted average shares outstanding

     8,725       9,422       8,713        9,413  
    


 


 


  


 

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,

 
     2003

    2002

 

Cash flows from operating activities:

                

Net income

   $ 182,898     $ 160,543  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     4,480       3,613  

Mortgage loans closed

     (1,094,554 )     (1,013,768 )

Proceeds from sales of mortgage loans

     1,137,721       1,025,857  

Gain on sale of mortgage servicing rights

     (14 )     (292 )

Gain on sale of loans

     (29,905 )     (22,806 )

Net change in assets and liabilities:

                

Increase in inventories

     (99,614 )     (64,726 )

Increase in receivables

     (5,045 )     (2,361 )

Increase in contract land deposits

     (4,778 )     (41,247 )

Increase in accounts payable, customer deposits and accrued expenses

     131,084       93,897  

(Decrease) increase in obligations under incentive plans

     (22,823 )     2,994  

Other, net

     (8,365 )     (9,243 )
    


 


Net cash provided by operating activities

     191,085       132,461  
    


 


Cash flows from investing activities:

                

Purchase of property, plant and equipment

     (3,400 )     (1,772 )

Principal payments on mortgage loans held for sale

     2,144       790  

Proceeds from sales of mortgage servicing rights, net

     11,805       2,230  

Other, net

     277       58  
    


 


Net cash provided by investing activities

     10,826       1,306  
    


 


Cash flows from financing activities:

                

Purchase of NVR common stock for funding of deferred compensation plan

     (17,939 )     (37,469 )

Net (repayments) borrowings under notes payable and other term debt

     (24,784 )     5,831  

Payment of senior note consent fees

     —         (2,125 )

Issuance of 5% Senior Notes due 2010

     200,000       —    

Purchase of treasury stock

     (115,452 )     (150,140 )

Proceeds from exercise of stock options

     7,205       8,080  
    


 


Net cash provided (used) by financing activities

     49,030       (175,823 )
    


 


Net increase (decrease) in cash and cash equivalents

     250,941       (42,056 )

Cash and cash equivalents, beginning of the period

     142,845       138,611  
    


 


Cash and cash equivalents, end of period

   $ 393,786     $ 96,555  
    


 


Supplemental disclosures of cash flow information:

                

Interest paid during the period

   $ 6,406     $ 6,010  
    


 


Income taxes paid, net of refunds

   $ 65,769     $ 65,991  
    


 


Supplemental disclosures of non-cash activities:

                

Inventory not owned, consolidated per FIN 46

   $ 7,804     $ —    
    


 


 

See notes to condensed consolidated financial statements.

 

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

1.   Basis of Presentation

 

The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR” or the “Company”) and its subsidiaries and other entities in which the Company is deemed to be the primary beneficiary (see Note 2). Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America, they should be read in conjunction with the financial statements and notes thereto included in the Company’s 2002 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

For the three and six month periods ended June 30, 2003 and 2002, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying financial statements.

 

2.   Consolidation of Variable Interest Entities

 

NVR’s Finished Lot Acquisition Strategy

 

The Company does not engage in the land development business. Instead, the Company acquires finished building lots at market prices from various development entities under fixed price purchase agreements that 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 represent a percentage, typically ranging from 0% to 10% of the aggregate purchase price of the finished lots.

 

This lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. 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 liquidating damage provision contained within the purchase agreement. NVR does not have any financial guarantees or completion obligations and does not guarantee specific performance under these purchase agreements.

 

Adoption of FIN 46

 

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities. FIN 46 requires the primary beneficiary of a

 

7


Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

variable interest entity to consolidate that entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the variable interest entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. Prior to the issuance of FIN 46, an enterprise generally consolidated an entity when the enterprise had a controlling financial interest in the entity through ownership of a majority voting interest. Upon adoption, FIN 46 applied immediately to variable interest entities created after January 31, 2003. Beginning July 1, 2003, FIN 46 will apply to variable interest entities created before February 1, 2003.

 

Subsequent to January 31, 2003 and through June 30, 2003, the Company entered into fixed price lot purchase agreements with an aggregate exercise price of approximately $411,100, by making or committing to make deposits of approximately $25,100. The Company evaluated these agreements entered into subsequent to January 31, 2003 pursuant to the requirements of FIN 46. The Company determined that it is the primary beneficiary of certain of the variable interest entities with which it has entered into purchase agreements. NVR estimated the current fair value of the land underlying these purchase agreements and consolidated that amount and a related liability. The liabilities represent the difference between the estimated current fair value of the land under contract and the Company’s related deposits. The effect of the consolidation at June 30, 2003 was the inclusion on the balance sheet of $7,804 to Inventory Not Owned Consolidated Per FIN 46 with a corresponding inclusion of $7,375 to Liabilities Related To Inventory Not Owned Per FIN 46. NVR does not have access to the financial records of the development entities with which it enters into fixed price purchase agreements, and as a result was unable to consolidate the variable interest entities’ results of operations or cash flows.

 

The Company has not yet determined the effect of adopting FIN 46 for its currently unconsolidated partnership interests and fixed price purchase agreements that existed as of January 31, 2003. However, that evaluation may require that NVR consolidate assets, liabilities and results of operations of certain of its unconsolidated partnerships and consolidate the estimated fair value of the land (with the related liability) underlying certain of its fixed price purchase agreements. NVR cannot make any definitive conclusion until it completes its evaluation.

 

3.   Stock-Based Compensation

 

At June 30, 2003, the Company had eight active stock-based employee compensation plans. As permitted under Statement of Financial Accounting Standard (“FAS”) No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123, NVR has elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and related interpretations including Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB No. 25. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation.

 

 

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Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

     Three Months Ended June 30,

    Six Months Ended June 30,

 
     2003

    2002

    2003

    2002

 

Net income, as reported

   $ 95,092     $ 83,830     $ 182,898     $ 160,543  

Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects

     (5,392 )     (5,519 )     (10,365 )     (10,920 )
    


 


 


 


Pro forma net income

   $ 89,700     $ 78,311     $ 172,533     $ 149,623  
    


 


 


 


Earnings per share:

                                

Basic—as reported

   $ 13.35     $ 11.42     $ 25.76     $ 21.79  
    


 


 


 


Basic—pro forma

   $ 12.59     $ 10.67     $ 24.30     $ 20.30  
    


 


 


 


Diluted—as reported

   $ 10.90     $ 8.90     $ 20.99     $ 17.05  
    


 


 


 


Diluted—pro forma

   $ 10.54     $ 8.60     $ 20.35     $ 16.55  
    


 


 


 


 

4.   Shareholders’ Equity

 

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

 

     Common
Stock


   Additional
Paid-In
Capital


    Retained
Earnings


   Treasury
Stock


    Deferred
Comp.
Trust


    Deferred
Comp.
Liability


   Total

 

Balance, December 31, 2002

   $ 206    $ 262,867     $ 968,074    $ (827,902 )   $ (35,647 )   $ 35,647    $ 403,245  

Net income

     —        —         182,898      —         —         —        182,898  

Deferred compensation activity, net

     —        3,135       —        —         (16,588 )     16,588      3,135  

Purchase of common stock for treasury

     —        —         —        (115,452 )     —         —        (115,452 )

Option activity

     —        7,205       —        —         —         —        7,205  

Tax benefit from stock-based compensation activity

     —        75,053       —        —         —         —        75,053  

Treasury shares issued upon option exercise

     —        (34,183 )     —        34,183       —         —        —    
    

  


 

  


 


 

  


Balance, June 30, 2003

   $ 206    $ 314,077     $ 1,150,972    $ (909,171 )   $ (52,235 )   $ 52,235    $ 556,084  
    

  


 

  


 


 

  


 

Approximately 568,000 options to purchase shares of the Company’s common stock were exercised during the first six months of 2003. The Company settles option exercises by issuing shares of treasury stock to option holders. Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares acquired.

 

The Company repurchased approximately 355,000 shares of its common stock at an aggregate purchase price of $115,452 during the six months ended June 30, 2003.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

5.   Segment Disclosures

 

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

 

For the Six Months Ended June 30, 2003

 

     Homebuilding

   Mortgage Banking

   Totals

 

Revenues from external customers

   $ 1,551,938    $ 35,639    $ 1,587,577  (a)

Segment profit

     272,355      27,477      299,832  (a)

Segment assets

     1,315,379      151,363      1,466,742  (b)

(a)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
(b)   The following reconciles segment assets to the respective amounts for the consolidated enterprise:

 

     Homebuilding

   Mortgage Banking

   Totals

Segment assets

   $ 1,315,379    $ 151,363    $ 1,466,742

Add: Excess reorganization value and goodwill

     47,959      7,347      55,306

Inventory not owned, consolidated per FIN 46

     7,804      —        7,804
    

  

  

Total consolidated assets

   $ 1,371,142    $ 158,710    $ 1,529,852
    

  

  

 

For the Three Months Ended June 30, 2003

 

     Homebuilding

   Mortgage Banking

   Totals

 

Revenues from external customers

   $ 828,563    $ 17,883    $ 846,446  (c)

Segment profit

     141,780      14,109      155,889  (c)

(c)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.

 

For the Six Months Ended June 30, 2002

 

     Homebuilding

   Mortgage Banking

   Totals

 

Revenues from external customers

   $ 1,444,892    $ 31,042    $ 1,475,934  (d)

Segment profit

     235,595      22,098      257,693  (d)

Segment assets

     867,970      154,907      1,022,877  (e)

(d)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
(e)   The following reconciles segment assets to the respective amounts for the consolidated enterprise:

 

     Homebuilding

   Mortgage Banking

   Totals

Segment assets

   $ 867,970    $ 154,907    $ 1,022,877

Add: Excess reorganization value and goodwill

     47,959      7,347      55,306
    

  

  

Total consolidated assets

   $ 915,929    $ 162,254    $ 1,078,183
    

  

  

 

For the Three Months Ended June 30, 2002

 

     Homebuilding

   Mortgage Banking

   Totals

 

Revenues from external customers

   $ 769,910    $ 16,181    $ 786,091  (f)

Segment profit

     123,567      10,991      134,558  (f)

(f)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.

 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

6.   Senior Notes

 

On June 17, 2003, the Company issued, at par, $200,000 of 5% Senior Notes due 2010 (the “Notes”). The offering of the Notes resulted in aggregate net proceeds of approximately $199,700, after deducting offering expenses. The Notes mature on June 15, 2010 and bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The Notes are general unsecured obligations and rank equally in right of payment with all of NVR’s existing and future unsecured senior indebtedness and indebtedness under our existing credit facility. On July 14, 2003, the Company used approximately $120,700 of the proceeds to redeem all of the outstanding 8% Senior Notes due 2005 and accrued interest. The redemption will result in a third quarter pre-tax charge as follows:

 

Call premium

   $ 4,600

Unamortized consent fees

     3,476

Unamortized bond issue costs

     427
    

Total

   $ 8,503
    

 

7.   Excess Reorganization Value and Goodwill

 

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

 

8.   Guarantees and Product Warranties

 

The FASB issued FIN 45, Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, in November 2002. FIN 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee for all guarantees issued after December 31, 2002. NVR has not issued any guarantees subsequent to December 31, 2002, and accordingly, the adoption of FIN 45 had no impact on the Company’s financial condition, results of operations or cash flows.

 

FIN 45 also requires additional disclosures to be made by a guarantor in its interim and annual financial statements regarding its obligations under certain guarantees, including product warranties. The Company establishes warranty and product liability reserves to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to NVR’s homebuilding business. Liability estimates are determined based on management’s judgment considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with our General Counsel and other outside counsel retained to handle specific product liability cases. The following table reflects the changes in the Company’s warranty reserve during the six months ended June 30, 2003:

 

Warranty reserve, December 31, 2002

   $ 32,255  

Provision

     11,263  

Payments

     (11,225 )
    


Warranty reserve, June 30, 2003

   $ 32,293  
    


 

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands except per share and share data)

 

9.   Other New Accounting Pronouncements

 

In April 2003, the FASB issued FAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 is effective for contracts entered into or modified after June 30, 2003. NVR is currently evaluating the impact of FAS 149 on its results of operations and financial condition and cannot make any definitive conclusion until it completes its evaluation.

 

In May 2003, the FASB issued FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity which establishes standards regarding classification and measurement of certain financial instruments with the characteristics of both liabilities and equity. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. Adoption of FAS 150 will not have a material impact on NVR’s results of operations, cash flows or financial condition.

 

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

 

 

Forward-Looking Statements

 

Some of the statements in this Form 10-Q, as well as statements made by NVR in periodic press releases and other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties. All statements other than of historical facts included herein, including those regarding market trends, NVR’s financial position, business strategy, projected plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to, general economic and business conditions (on both a national and regional level), interest rate changes, access to suitable financing, competition, the availability and cost of land and other raw materials used by NVR in its homebuilding operations, shortages of labor, weather related slow downs, building moratoria, governmental regulation, the ability of NVR to integrate any acquired business, fluctuation and volatility of stock and other financial markets and other factors over which NVR has little or no control.

 

Results of Operations for the Three and Six Months Ended June 30, 2003 and 2002

 

NVR, Inc. (“NVR”) operates in two business segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below. Unless otherwise indicated, all references to dollars in this Item 2 are in thousands.

 

Homebuilding Segment

 

NVR operates in the following geographic regions:

 

Washington:

   Washington, D.C. metropolitan area and adjacent counties in West Virginia

Baltimore:

   Baltimore, MD metropolitan area

North:

   Delaware, New Jersey, New York, Ohio and Pennsylvania

South:

   North Carolina, South Carolina, Tennessee and Richmond, VA

 

The following table summarizes settlements, new orders and backlog unit activity for the three and six month periods ended June 30, 2003 and 2002 by region:

 

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     Three Months Ended June 30,

   Six Months Ended June 30,

     2003

   2002

   2003

   2002

Settlements:                            

Washington

     757      948      1,584      1,824

Baltimore

     394      445      758      856

North

     1,096      959      1,974      1,794

South

     606      472      1,043      978
    

  

  

  

Total

     2,853      2,824      5,359      5,452
    

  

  

  

Average Settlement Price (in 000’s)

   $ 289.3    $ 271.7    $ 288.7    $ 264.3
    

  

  

  

                             

New Orders:

                           

Washington

     1,195      1,159      1,933      2,163

Baltimore

     578      441      979      890

North

     1,489      1,345      2,625      2,349

South

     850      689      1,482      1,221
    

  

  

  

Total

     4,112      3,634      7,019      6,623
    

  

  

  

Backlog:

                           

Washington

                   2,583      2,408

Baltimore

                   1,164      873

North

                   2,846      2,310

South

                   1,424      1,138
                  

  

Total

                   8,017      6,729
                  

  

 

Three Months Ended June 30, 2003 and 2002

 

During the second quarter of 2003, homebuilding operations generated revenues of $828,563 compared to revenues of $769,910 in the second quarter of 2002. The increase in revenues was due primarily to a 6.5% increase in the average settlement price in 2003 compared to the average settlement price in 2002. Average prices of homes settled increased primarily due to favorable market conditions which allowed NVR to increase prices in certain markets. New orders increased 13.2% during the second quarter of 2003 compared with new orders generated during the same period in 2002 as a result of favorable market conditions and a 4% increase in total active communities quarter over quarter. Home settlements were relatively flat quarter over quarter as a result of weather related and development delays during the second quarter of 2003 in certain of NVR’s markets.

 

Gross profit margins in the second quarter of 2003 increased to 24.8% as compared to 23.9% for the second quarter of 2002. The increase in gross margins was due primarily to the aforementioned favorable market conditions, and relatively stable costs for lumber and certain other commodities quarter over quarter.

 

Selling, general and administrative (“SG&A”) expenses for the second quarter of 2003 increased $2,377 from the second quarter of 2002, but as a percentage of revenues, decreased to 7.3% from 7.5%. The decrease in SG&A costs as a percentage of revenues is primarily attributable to a decrease of approximately $6,600 in incentive compensation largely as a result of the termination of the high performance management incentive compensation plan at December 31, 2002.

 

Backlog units and dollars were 8,017 and $2,556,321, respectively, at June 30, 2003 compared to 6,729 and $1,956,655, respectively, at June 30, 2002. The increase in backlog units is primarily attributable to a 14% higher beginning backlog balance at January 1, 2003 as compared to January 1, 2002. Additionally, new orders for the six-month period ended June 30, 2003 increased 6.0% as compared to the six-month period ended June 30, 2002. The increase in backlog dollars is attributable to

 

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the aforementioned increase in backlog units in addition to a 7.1% increase in the average sales price during the same comparative six-month periods.

 

Six Months Ended June 30, 2003 and 2002

 

During the first six months of 2003, homebuilding operations generated revenues of $1,551,938 compared to revenues of $1,444,892 in the first six months of 2002. The increase in revenues was primarily due to a 9.2% increase in the average settlement price in 2003 compared to 2002, offset partially by a 1.7% decrease in the number of homes settled. The increase in the average selling price is primarily attributable to favorable market conditions allowing NVR to increase prices in certain markets. The decrease in the number of units settled is primarily attributable to weather related and development delays in certain of NVR’s markets. New orders increased by 6.0% for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002. The increase in new orders was primarily the result of increased sales in NVR’s markets outside the Washington region. New orders in the Washington region decreased primarily as a result of an 11% decline in the number of active communities for the six-month period ended June 30, 2003 as compared to the same period in 2002.

 

Gross profit margins for the first six months of 2003 increased to 25.1% compared to 23.9% for the six months ended June 30, 2002. The increase in gross profit margins was due to the aforementioned favorable market conditions, and relatively stable costs for lumber and certain other commodities year over year.

 

SG&A expenses for the six months ended June 30, 2003 increased $5,919 compared to the same 2002 period, but as a percentage of revenues decreased to 7.2% from 7.3%. The increase in SG&A costs is primarily attributable to an increase in personnel and selling and marketing costs to facilitate continued growth objectives in existing markets. This increase was partially offset by a decrease of approximately $9,000 in incentive compensation largely as a result of the termination of the high performance management incentive compensation plan at December 31, 2002.

 

Mortgage Banking Segment

 

Three and Six Months Ended June 30, 2003 and 2002

 

NVR conducts its mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses almost exclusively on serving the homebuilding segment’s customer base. Following is a table of financial and statistical data for the three and six months ended June 30, 2003 and 2002:

 

     Three Months Ended June 30,

    Six Months Ended June 30,

     2003

   2002

    2003

   2002

Loan closing volume:

                            

Total principal

   $ 579,657    $ 536,031     $ 1,094,554    $ 1,013,768
    

  


 

  

Segment profit:

   $ 14,109    $ 10,991     $ 27,477    $ 22,098
    

  


 

  

Mortgage Banking Fees:

                            

Net gain on sale of loans

   $ 13,741    $ 12,045     $ 27,627    $ 22,806

Title services

     3,868      3,712       7,370      7,142

Servicing

     274      448       628      802

Gain (loss) on sale of servicing

     —        (24 )     14      292
    

  


 

  

     $ 17,883    $ 16,181     $ 35,639    $ 31,042
    

  


 

  

 

Loan closing volume for the three months ended June 30, 2003 increased 8% over the same period for 2002. The 2003 increase is attributable to a 6% increase in the average loan amount due to the homebuilding segment’s higher average selling prices, and to a 2% increase in the number of loans closed. Segment profit for the three months ended June 30, 2003 increased approximately $3,100 over

 

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2002. The increase is primarily due to an increase in mortgage banking fees attributable to the aforementioned 8% increase in closed loan volume, increased secondary marketing gains, and higher revenues per loan. Secondary marketing gains for the three months ended June 30, 2003 increased approximately $750 over 2002 due to a more favorable pricing environment. Average revenues per loan (including origination fees, ancillary fees and discount points) for 2003 increased by approximately 9% due to the continuing favorable market environment.

 

Loan closing volume for the six months ended June 30, 2003 also increased 8% over the same period for 2002. The 2003 increase is attributable to a 9% increase in the average loan amount due to the homebuilding segment’s higher average selling prices, offset by a 1% reduction in the number of loans closed. Segment profit for the six months ended June 30, 2003 increased approximately $5,400 over 2002. The increase is primarily due to an increase in mortgage banking fees attributable to the aforementioned 8% increase in closed loan volume, increased secondary marketing gains, and higher revenues per loan. Secondary marketing gains for the six months ended June 30, 2003 increased approximately $1,600 over 2002 due to a more favorable pricing environment. Average revenues per loan (including origination fees, ancillary fees and discount points) for 2003 increased by approximately 14% due to the continuing favorable market environment.

 

Recent Accounting Pronouncements

 

Adoption of FIN 46

 

NVR’s Finished Lot Acquisition Strategy

 

NVR does not engage in the land development business. Instead, NVR acquires finished building lots at market prices from various development entities under fixed price purchase agreements that 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 represent a percentage, typically ranging from 0% to 10% of the aggregate purchase price of the finished lots.

 

This lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. 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 liquidating damage provision contained within the purchase agreement. NVR does not have any financial guarantees or completion obligations and does not guarantee specific performance under these purchase agreements.

 

Application of FIN 46 to NVR

 

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities. FIN 46 requires the primary beneficiary of a variable interest entity to consolidate that entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the variable interest entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. Prior to the issuance of FIN 46, an enterprise generally consolidated an entity when the enterprise had a controlling financial interest in the entity through ownership of a majority voting interest. Upon adoption, FIN 46 applied immediately to variable interest entities created after January 31, 2003. Beginning July 1, 2003, FIN 46 will apply to variable interest entities created before February 1, 2003.

 

Subsequent to January 31, 2003 and through June 30, 2003, NVR entered into fixed price lot purchase agreements with an aggregate exercise price of approximately $411,100, by making or committing to make deposits of approximately $25,100. NVR evaluated these agreements entered into subsequent to January 31, 2003 pursuant to the requirements of FIN 46. NVR determined that it

 

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is the primary beneficiary of certain of the variable interest entities with which it has entered into purchase agreements. NVR estimated the current fair value of the land underlying these purchase agreements and consolidated that amount and a related liability. The liabilities represent the difference between the estimated current fair value of the land under contract and NVR’s related deposits. The effect of the consolidation at June 30, 2003 was the inclusion on the balance sheet of $7,804 to Inventory Not Owned Consolidated Per FIN 46 with a corresponding inclusion of $7,375 to Liabilities Related To Inventory Not Owned Per FIN 46. NVR does not have access to the financial records of the development entities with which it enters into fixed price purchase agreements, and as a result was unable to consolidate the variable interest entities’ results of operations or cash flows.

 

NVR has not yet determined the effect of adopting FIN 46 for its currently unconsolidated partnership interests and fixed price purchase agreements that existed as of January 31, 2003. However, that evaluation may require that NVR consolidate assets, liabilities and results of operations of certain of its unconsolidated partnerships and consolidate the estimated fair value of the land (with the related liability) underlying certain of its fixed price purchase agreements. NVR cannot make any definitive conclusion until it completes its evaluation.

 

Other Accounting Pronouncements

 

In April 2003, the FASB issued Statement of Financial Accounting Standard (“FAS”) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 is effective for contracts entered into or modified after June 30, 2003. NVR is currently evaluating the impact of FAS 149 on its results of operations and financial condition and cannot make any definitive conclusion until it completes its evaluation.

 

In May 2003, the FASB issued FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity which establishes standards regarding classification and measurement of certain financial instruments with the characteristics of both liabilities and equity. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. Adoption of FAS 150 will not have a material impact on NVR’s results of operations, cash flows or financial condition.

 

Liquidity and Capital Resources

 

On June 17, 2003, NVR completed an offering, at par, for $200,000 of 5% Senior Notes due 2010 (the “Notes”) under a shelf registration statement filed with the Securities and Exchange Commission on January 20, 1998 (the “Shelf”). The Shelf, as declared effective on February 27, 1998, provides that securities may be offered from time to time in one or more series and in the form of senior or subordinated debt. The offering of the Notes resulted in aggregate net proceeds of approximately $199,700, after deducting offering expenses. The Notes mature on June 15, 2010 and bear interest at 5%, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The Notes are general unsecured obligations and rank equally in right of payment with all of NVR’s existing and future unsecured senior indebtedness and indebtedness under our existing credit facility. The Notes are senior in right of payment to any future subordinated indebtedness that we may incur. Subsequent to the offering of the Notes, NVR has $55,000 available for issuance under the Shelf.

 

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On July 14, 2003, NVR used approximately $120,700 of the proceeds received from the sale of the Notes to redeem all of the $115,000 outstanding 8% Senior Notes due 2005 at a price of 104% of the principal amount outstanding plus accrued interest. The redemption will result in a third quarter pre-tax charge as follows:

 

Call premium

   $ 4,600

Unamortized consent fees

     3,476

Unamortized bond issue costs

     427
    

Total

   $ 8,503
    

 

NVR’s homebuilding segment generally provides for its working capital cash requirements using cash generated from operations and a short-term unsecured working capital revolving credit facility (the “Facility”). The Facility expires on May 31, 2004. The Facility provides for unsecured borrowings of up to $135,000, subject to certain borrowing base limitations. Up to approximately $40,000 of the Facility is currently available for issuance in the form of letters of credit of which $19,811 was outstanding at June 30, 2003. There were no direct borrowings outstanding under the Facility as of June 30, 2003. At June 30, 2003, borrowing base limitations reduced the amount available to NVR for borrowings to approximately $128,000.

 

NVR’s mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations as well as a short-term credit facility. NVR’s mortgage banking segment has available an annually renewable mortgage warehouse facility with an aggregate available borrowing limit of $175,000 to fund its mortgage origination activities. Management believes that the mortgage warehouse facility will be renewed with terms consistent with the current warehouse facility prior to its expiration on August 30, 2003. There was $107,054 outstanding under this facility at June 30, 2003. At June 30, 2003 borrowing base limitations reduced the amount available to NVR for borrowings to approximately $121,000. NVR’s mortgage banking segment also currently has available an aggregate of $50,000 of borrowing capacity in various uncommitted gestation and repurchase agreements. There was an aggregate of $7,598 outstanding under such gestation and repurchase agreements at June 30, 2003.

 

In November 2002, the Board of Directors approved the repurchase of up to an aggregate of $150,000 of NVR’s common stock in one or more open market and/or privately negotiated transactions. NVR had fully utilized the November 2002 stock repurchase authorization as of March 31, 2003. In February 2003, the Board of Directors approved the repurchase of up to an additional aggregate of $150,000 of NVR’s common stock in one or more open market and/or privately negotiated transactions. Through August 4, 2003, NVR had repurchased shares of its common stock at an aggregate purchase price of approximately $71,700 pursuant to the February 2003 repurchase authorization. In aggregate, NVR repurchased approximately 355,000 shares of its common stock at an aggregate purchase price of $115,452 during the six months ended June 30, 2003. NVR may, from time to time, repurchase additional shares of its common stock, pursuant to repurchase authorizations by the Board of Directors and subject to the restrictions contained within NVR’s debt agreements.

 

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

 

Critical Accounting Policies

 

The following significant change has been made to NVR’s critical accounting policies subsequent to the disclosure of critical accounting policies in NVR’s Annual Report on Form 10-K for the year ended December 31, 2002:

 

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As noted above, in January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities. FIN 46 requires the primary beneficiary of a variable interest entity to consolidate that entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the variable interest entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. The methodology used to evaluate whether NVR is the primary beneficiary of a variable interest entity requires substantial management judgment and estimates. These judgments and estimates involve assigning probabilities to various estimated cash flow possibilities relative to the variable interest entity’s expected profits and losses and the cash flows associated with changes in the fair value of finished lots under contract. The estimates used by management to assess probabilities of various cash flows must be considered in the context that NVR is not in the land development business, does not possess any in-house expertise relative to the land development business, and that NVR does not have access to the books and records of any of the development entities evaluated as a variable interest entity. Although management believes that its accounting policy is designed to properly assess NVR’s primary beneficiary status relative to its involvement with variable interest entities, changes to the probabilities and the cash flow possibilities used in NVR’s evaluation could produce different conclusions regarding NVR’s status or non-status as a variable interest entity’s primary beneficiary. Subsequent to January 31, 2003 through June 30, 2003, NVR entered into fixed price lot purchase agreements with an aggregate exercise price of approximately $411,100, of which NVR consolidated $7,804 at June 30, 2003.

 

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 NVR’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of NVR’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no significant changes in NVR’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

 

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Part II.   OTHER INFORMATION

 

Item 4.   Submission of Matters to a Vote of Security Holders

 

 

NVR held its Annual Meeting of Shareholders on May 1, 2003. Two matters were voted upon at the Annual Meeting:
    

Votes

For


   Votes
Withheld


  

Not

Voted


1.      Election of three directors to serve three year terms:

              

J. Carter Bacot

   6,726,699    129,454    364,995

C. Scott Bartlett, Jr.

   6,721,082    135,071    364,995

William A. Moran

   6,606,011    250,142    364,995

 

    

Votes

For


   Votes
Against


   Abstentions

   Not
Voted


2.      Ratification of appointment of KPMG LLP as independent auditors for NVR

   6,781,798    48,892    25,463    364,995

 

Item 6.   Exhibits and Reports on Form 8-K

 

  (a)   Exhibits:

 

  4.5   Fourth Supplemental Indenture between NVR, Inc. and U.S. Bank Trust National Association, as trustee, including the form of global note evidencing the Notes. Filed as Exhibit 4.1 to NVR’s Current Report on Form 8-K filed June 18, 2003 and incorporated herein by reference.

 

  11   Computation of Earnings per Share.

 

  31.1   Certification of NVR’s Chief Executive Officer pursuant to Rule 13a-14(a).

 

  31.2   Certification of NVR’s Chief Financial Officer pursuant to Rule 13a-14(a).

 

  32   Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  (b)   Reports on Form 8-K

 

Form 8-K filed on April 18, 2003 reporting the issuance of a press release reporting the financial results for the quarter ended March 31, 2003.

 

Form 8-K filed on June 17, 2003 reporting the Third Supplemental Indenture to the Indenture dated April 14, 1998, by and between NVR, Inc. and U.S. Bank Trust National Association.

 

Form 8-K filed on June 18, 2003 reporting the sale of $200,000,000 aggregate principal amount of its 5% Senior Notes (“Notes”) due 2010. The Form 8-K included the following exhibits: (a) Underwriting Agreement dated June 12, 2003, between NVR, Inc. and Credit Suisse First Boston LLC; (b) Fourth Supplemental Indenture between NVR, Inc. and U.S. Bank Trust National Association, as trustee, including the form of global note evidencing the Notes; (c) Opinion of Hogan & Hartson L.L.P. regarding the legality of the Notes; (d) Statement of Computation of Ratios of Earnings to Combined Fixed Charges; and (e) Consent of Hogan & Hartson L.L.P.

 

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Exhibit Index

 

Exhibit
Number


  

Description


   Page

  4.5    Fourth Supplemental Indenture between NVR, Inc. and U.S. Bank Trust National Association, as trustee, including the form of global note evidencing the Notes. Filed as Exhibit 4.1 to NVR’s Current Report on Form 8-K filed June 18, 2003 and incorporated herein by reference.     
11    Computation of Earnings per Share.    23
31.1    Certification of NVR’s Chief Executive Officer pursuant to Rule 13a-14(a).    24
31.2    Certification of NVR’s Chief Financial Officer pursuant to Rule 13a-14(a).    25
32    Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    26

 

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SIGNATURE

 

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

 

August 7, 2003

      NVR, Inc.
            By:  

    /s/ Paul C. Saville


               

Paul C. Saville

Executive Vice President, Chief Financial
Officer and Treasurer

 

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