Nvr Inc 10-Q for FY2023 Q2
Nvr Inc (NVR)
10-Q
2023-08-02
For: 2023-06-30
View Original
Added on
April 03, 2026
About this 10-Q
Nvr Inc filed this 10-Q on August 2, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.34B
- down 12.1% from $2.66B a year earlier
- Net income
- $404.03M
- down 6.8% from net income of $433.31M a year earlier
- Diluted EPS
- $116.54
- down 5.8% from $123.65 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2023
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(703 ) 956-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Not Applicable
(Former name, former address, and former fiscal year if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2023 there were 3,264,331 total shares of common stock outstanding.
NVR, Inc.
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
PART II | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
| NVR, Inc. | ||||||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||
| (unaudited) | ||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||
| ASSETS | ||||||||||||||
| Homebuilding: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Receivables | ||||||||||||||
| Inventory: | ||||||||||||||
| Lots and housing units, covered under sales agreements with customers | ||||||||||||||
| Unsold lots and housing units | ||||||||||||||
| Land under development | ||||||||||||||
| Building materials and other | ||||||||||||||
| Contract land deposits, net | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Reorganization value in excess of amounts allocable to identifiable assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Mortgage Banking: | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Mortgage loans held for sale, net | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Reorganization value in excess of amounts allocable to identifiable assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
1
| NVR, Inc. | ||||||||||||||
| Condensed Consolidated Balance Sheets (Continued) | ||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||
| (unaudited) | ||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
| Homebuilding: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Customer deposits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Senior notes | ||||||||||||||
| Mortgage Banking: | ||||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Shareholders' equity: | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Deferred compensation trust – | ( | ( | ||||||||||||
| Deferred compensation liability | ||||||||||||||
| Retained earnings | ||||||||||||||
Less treasury stock at cost – | ( | ( | ||||||||||||
| Total shareholders' equity | ||||||||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
2
NVR, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Homebuilding: | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Homebuilding income | ||||||||||||||||||||||||||
| Mortgage Banking: | ||||||||||||||||||||||||||
| Mortgage banking fees | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| General and administrative | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Mortgage banking income | ||||||||||||||||||||||||||
| Income before taxes | ||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
3
NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Contract land deposit recoveries, net | ( | ( | ||||||||||||
| Gain on sale of loans, net | ( | ( | ||||||||||||
| Mortgage loans closed | ( | ( | ||||||||||||
| Mortgage loans sold and principal payments on mortgage loans held for sale | ||||||||||||||
| Distribution of earnings from unconsolidated joint ventures | ||||||||||||||
| Net change in assets and liabilities: | ||||||||||||||
| Increase in inventory | ( | ( | ||||||||||||
| Increase in contract land deposits | ( | ( | ||||||||||||
| Decrease (increase) in receivables | ( | |||||||||||||
| (Decrease) increase in accounts payable and accrued expenses | ( | |||||||||||||
| Increase in customer deposits | ||||||||||||||
| Other, net | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Investments in and advances to unconsolidated joint ventures | ( | ( | ||||||||||||
| Distribution of capital from unconsolidated joint ventures | ||||||||||||||
| Purchase of property, plant and equipment | ( | ( | ||||||||||||
| Proceeds from the sale of property, plant and equipment | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Purchase of treasury stock | ( | ( | ||||||||||||
| Redemption of senior notes | ( | |||||||||||||
| Principal payments on finance lease liabilities | ( | ( | ||||||||||||
| Proceeds from the exercise of stock options | ||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net increase (decrease) in cash, restricted cash, and cash equivalents | ( | |||||||||||||
| Cash, restricted cash, and cash equivalents, beginning of the period | ||||||||||||||
| Cash, restricted cash, and cash equivalents, end of the period | $ | $ | ||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||
| Interest paid during the period, net of interest capitalized | $ | $ | ||||||||||||
| Income taxes paid during the period, net of refunds | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
4
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR”, the “Company”, "we", "us" or "our") and its subsidiaries and certain other entities in which the Company is deemed to be the primary beneficiary (see Notes 2 and 3 to the accompanying condensed consolidated financial statements). Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP, they should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
For the three and six months ended June 30, 2023 and 2022, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.
2. Variable Interest Entities ("VIEs")
Fixed Price Finished Lot Purchase Agreements (“LPAs”)
We generally do not engage in the land development business. Instead, we typically acquire finished building lots at market prices from various development entities under LPAs. The LPAs require deposits that may be forfeited if we fail to perform under the LPAs. The deposits required under the LPAs are in the form of cash or letters of credit in varying amounts, and typically range up to 10 % of the aggregate purchase price of the finished lots.
The deposit placed by us pursuant to the LPA is deemed to be a variable interest in the respective development entities. Those development entities are deemed to be VIEs. Therefore, the development entities with which we enter into LPAs, including the joint venture limited liability corporations discussed below, are evaluated for possible consolidation by us. We have concluded that we are not the primary beneficiary of the development entities with which we enter into LPAs, and therefore, we do not consolidate any of these VIEs.
5
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
As of June 30, 2023, we controlled approximately 123,900 lots under LPAs with third parties through deposits in cash and letters of credit totaling approximately $553,300 and $8,200 , respectively. Our sole legal obligation and economic loss for failure to perform under these LPAs is limited to the amount of the deposit pursuant to the liquidated damage provisions contained in the LPAs and, in very limited circumstances, specific performance obligations. For the three and six months ended June 30, 2023, we recorded a net reversal of approximately $6,900 and $10,000 , respectively, related to previously impaired lot deposits based on current market conditions. For the three and six months ended June 30, 2022, we recorded a net reversal of approximately $400 and $6,300 , respectively, related to previously impaired lot deposits. Our contract land deposit asset is shown net of a $46,401 and $57,060 impairment reserve at June 30, 2023 and December 31, 2022, respectively.
In addition, we have certain properties under contract with land owners that are expected to yield approximately 21,500 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. These properties are controlled with deposits in cash and letters of credit totaling approximately $9,800 and $100 , respectively, as of June 30, 2023, of which approximately $2,900 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into an LPA with the assignee if the project is determined to be feasible.
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Contract land deposits | $ | $ | ||||||||||||
| Loss reserve on contract land deposits | ( | ( | ||||||||||||
| Contract land deposits, net | ||||||||||||||
| Contingent obligations in the form of letters of credit | ||||||||||||||
| Total risk of loss | $ | $ | ||||||||||||
3. Joint Ventures
On a limited basis, we obtain finished lots using joint venture limited liability corporations (“JVs”). The JVs are typically structured such that we are a non-controlling member and are at risk only for the amount we have invested, or have committed to invest, in addition to any deposits placed under LPAs with the joint venture. We are not a borrower, guarantor or obligor on any debt of the JVs, as applicable. We enter into LPAs to purchase lots from these JVs, and as a result have a variable interest in these JVs. We determined that we are not the primary beneficiary in any of the JVs because we and the other JV partner either share power or the other JV partner has the controlling financial interest.
At June 30, 2023, we had an aggregate investment totaling approximately $27,600 in four JVs that are expected to produce approximately 5,250 finished lots, of which approximately 4,900 lots were controlled by us and the remaining approximately 350 lots were either under contract with unrelated parties or not currently under contract. We had additional funding commitments totaling approximately $12,000 to one of the JVs at June 30, 2023. At December 31, 2022, our aggregate investment in JV's totaled approximately $27,200 . Investments in JVs for the respective periods are reported in the homebuilding "Other assets" line item on the accompanying condensed consolidated balance sheets. None of the JVs had any indicators of impairment as of June 30, 2023.
We recognize income from the JVs as a reduction to the lot cost of the lots purchased from the respective JVs when the homes are settled, based on the expected total profitability and the total number of lots expected to be produced by the respective JVs.
6
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
4. Land Under Development
5. Capitalized Interest
We capitalize interest costs to land under development during the active development of finished lots. In addition, we capitalize interest costs on our JV investments while the investments are considered qualified assets pursuant to ASC Topic 835-20 - Interest. Capitalized interest is transferred to sold or unsold inventory as the development of finished lots is completed, then charged to cost of sales upon our settlement of homes and the respective lots. Interest incurred in excess of the interest capitalizable based on the level of qualified assets is expensed in the period incurred.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Interest capitalized, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest incurred | ||||||||||||||||||||||||||
| Interest charged to interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest charged to cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest capitalized, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
7
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
6. Earnings per Share
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Weighted average number of shares outstanding used to calculate basic EPS | ||||||||||||||||||||||||||
| Dilutive securities: | ||||||||||||||||||||||||||
| Stock options and restricted share units | ||||||||||||||||||||||||||
| Weighted average number of shares and share equivalents outstanding used to calculate diluted EPS | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Anti-dilutive securities | ||||||||||||||||||||||||||
7. Shareholders’ Equity
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Proceeds from Options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury stock issued upon Option exercise | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
8
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Proceeds from Options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury stock issued upon Option exercise and RSU vesting | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
We repurchased 34,827 and 56,001 shares of our outstanding common stock during the three and six months ended June 30, 2023, respectively. We settle Option exercises and vesting of RSUs by issuing shares of treasury stock. We issued 53,615 and 97,556 shares from the treasury account during the three and six months ended June 30, 2023, respectively, in settlement of Option exercises and vesting of RSUs. Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares.
9
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Proceeds from Options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury stock issued upon Option exercise | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Deferred Compensation Trust | Deferred Compensation Liability | Total | ||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Proceeds from Options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury stock issued upon Option exercise | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
8. Product Warranties
10
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Warranty reserve, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision | ||||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||||||||
| Warranty reserve, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
9. Segment Disclosures
Our homebuilding operations are aggregated geographically into four homebuilding reportable segments and our mortgage banking operations are presented as one reportable segment. The homebuilding reportable segments are comprised of operating divisions in the following geographic areas:
| Mid Atlantic: | Maryland, Virginia, West Virginia, Delaware and Washington, D.C. | |||||||
| North East: | New Jersey and Eastern Pennsylvania | |||||||
| Mid East: | New York, Ohio, Western Pennsylvania, Indiana and Illinois | |||||||
| South East: | North Carolina, South Carolina, Tennessee, Florida and Georgia | |||||||
Homebuilding profit before tax includes all revenues and income generated from the sale of homes, less the cost of homes sold, selling, general and administrative expenses and a corporate capital allocation charge. The corporate capital allocation charge is eliminated in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker (“CODM”) to determine whether the operating segment’s results are providing the desired rate of return after covering our cost of capital.
Assets not allocated to the operating segments are not included in either the operating segment’s corporate capital allocation charge or the CODM’s evaluation of the operating segment’s performance. We record charges on contract land deposits when it is determined that it is probable that recovery of the deposit is impaired. For segment reporting purposes, impairments on contract land deposits are generally charged to the operating segment upon the termination of an LPA with the developer, or the restructuring of an LPA resulting in the forfeiture of the deposit. Mortgage banking profit before tax consists of revenues generated from mortgage financing, title insurance and closing services, less the costs of such services and general and administrative costs. Mortgage banking operations are not charged a corporate capital allocation charge.
In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling items between segment profit and consolidated profit before tax include unallocated corporate overhead (including all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions such as accounting, treasury and human resources are centrally performed and these costs are not allocated to our operating segments. Consolidation adjustments consist of such items necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to our operating segments. External corporate interest expense primarily consists of interest charges on our 3.00 % Senior Notes due 2030 (the “Senior Notes”), which are not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.
11
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Homebuilding Mid Atlantic | $ | $ | $ | $ | ||||||||||||||||||||||
| Homebuilding North East | ||||||||||||||||||||||||||
| Homebuilding Mid East | ||||||||||||||||||||||||||
| Homebuilding South East | ||||||||||||||||||||||||||
| Mortgage Banking | ||||||||||||||||||||||||||
| Total consolidated revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Income before taxes: | ||||||||||||||||||||||||||
| Homebuilding Mid Atlantic | $ | $ | $ | $ | ||||||||||||||||||||||
| Homebuilding North East | ||||||||||||||||||||||||||
| Homebuilding Mid East | ||||||||||||||||||||||||||
| Homebuilding South East | ||||||||||||||||||||||||||
| Mortgage Banking | ||||||||||||||||||||||||||
| Total segment profit before taxes | ||||||||||||||||||||||||||
| Reconciling items: | ||||||||||||||||||||||||||
| Contract land deposit reserve adjustment (1) | ||||||||||||||||||||||||||
| Equity-based compensation expense (2) | ( | ( | ( | ( | ||||||||||||||||||||||
| Corporate capital allocation (3) | ||||||||||||||||||||||||||
| Unallocated corporate overhead | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidation adjustments and other (4) | ( | ( | ||||||||||||||||||||||||
| Corporate interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Corporate interest income | ||||||||||||||||||||||||||
| Reconciling items sub-total | ||||||||||||||||||||||||||
| Consolidated income before taxes | $ | $ | $ | $ | ||||||||||||||||||||||
(1)This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments. See further discussion of lot deposit impairment charges in Note 2.
(2)The increase in equity-based compensation expense for the three and six months ended June 30, 2023 was primarily attributable to a four year block grant of Options and RSUs issued in May 2022.
12
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Corporate capital allocation charge: | ||||||||||||||||||||||||||
| Homebuilding Mid Atlantic | $ | $ | $ | $ | ||||||||||||||||||||||
| Homebuilding North East | ||||||||||||||||||||||||||
| Homebuilding Mid East | ||||||||||||||||||||||||||
| Homebuilding South East | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Assets: | ||||||||||||||
| Homebuilding Mid Atlantic | $ | $ | ||||||||||||
| Homebuilding North East | ||||||||||||||
| Homebuilding Mid East | ||||||||||||||
| Homebuilding South East | ||||||||||||||
| Mortgage Banking | ||||||||||||||
| Total segment assets | ||||||||||||||
| Reconciling items: | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Deferred taxes | ||||||||||||||
| Intangible assets and goodwill | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Finance lease right-of-use assets | ||||||||||||||
| Contract land deposit reserve | ( | ( | ||||||||||||
| Consolidation adjustments and other | ||||||||||||||
| Reconciling items sub-total | ||||||||||||||
| Consolidated assets | $ | $ | ||||||||||||
13
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
10. Fair Value
GAAP assigns a fair value hierarchy to the inputs used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs.
Financial Instruments
Derivative Instruments and Mortgage Loans Held for Sale
In the normal course of business, our wholly-owned mortgage subsidiary, NVR Mortgage Finance, Inc. (“NVRM”), enters into contractual commitments to extend credit to our homebuyers with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by NVRM. All mortgagors are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to a broker/dealer. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, NVRM enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgage-backed securities to broker/dealers. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. NVRM does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives and, accordingly, are marked to fair value through earnings. At June 30, 2023, there were rate lock commitments to extend credit to borrowers aggregating $2,618,808 and open forward delivery contracts aggregating $2,780,429 , which hedge both the rate lock commitments and closed loans held for sale.
The fair value of NVRM’s rate lock commitments to borrowers and the related input levels include, as applicable:
i)the assumed gain/loss of the expected resultant loan sale (Level 2);
ii)the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and
iii)the value of the servicing rights associated with the loan (Level 2).
The assumed gain/loss considers the excess servicing to be received or buydown fees to be paid upon securitization of the loan. The excess servicing and buydown fees are calculated pursuant to contractual terms with investors. To calculate the effects of interest rate movements, NVRM utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. NVRM sells all of its loans on a servicing released basis, and receives a servicing released premium upon sale. Thus, the value of the servicing rights is included in the fair value measurement and is based upon contractual terms with investors and varies depending on the loan type. NVRM
14
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
assumes a fallout rate when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which NVRM does not close a mortgage loan and is based on historical experience.
The fair value of NVRM’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.
Mortgage loans held for sale are recorded at fair value when closed, and thereafter are carried at the lower of cost or fair value, net of deferred origination costs, until sold. Fair value is measured using Level 2 inputs. As of June 30, 2023, the fair value of loans held for sale of $438,756 included on the accompanying condensed consolidated balance sheet was increased by $2,486 from the aggregate principal balance of $436,270 . As of December 31, 2022, the fair value of loans held for sale of $316,806 was decreased by $2,675 from the aggregate principal balance of $319,481 .
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Rate lock commitments: | ||||||||||||||
| Gross assets | $ | $ | ||||||||||||
| Gross liabilities | ||||||||||||||
| Net rate lock commitments | $ | $ | ||||||||||||
| Forward sales contracts: | ||||||||||||||
| Gross assets | $ | $ | ||||||||||||
| Gross liabilities | ||||||||||||||
| Net forward sales contracts | $ | $ | ( | |||||||||||
As of June 30, 2023, the net rate lock commitments and the net forward sales contracts are reported in mortgage banking "Other assets," on the accompanying condensed consolidated balance sheets. As of December 31, 2022, the net rate lock commitments are reported in mortgage banking "Other assets" and the net forward sales contracts are reported in mortgage banking "Accrued expenses and other liabilities".
| Notional or Principal Amount | Assumed Gain From Loan Sale | Interest Rate Movement Effect | Servicing Rights Value | Security Price Change | Total Fair Value Measurement | |||||||||||||||||||||||||||||||||
| Rate lock commitments | $ | $ | $ | ( | $ | $ | — | $ | ||||||||||||||||||||||||||||||
| Forward sales contracts | $ | — | — | — | ||||||||||||||||||||||||||||||||||
| Mortgages held for sale | $ | ( | — | |||||||||||||||||||||||||||||||||||
| Total fair value measurement | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
The total fair value measurement as of December 31, 2022 was a net loss of $7,435 . NVRM recorded a fair value adjustment to income of $301 and $42,489 for the three and six months ended June 30, 2023, respectively. NVRM recorded a fair value adjustment to expense of $27,540 and $17,430 for the three and six months ended June 30, 2022, respectively. Unrealized gains/losses from the change in the fair value measurements are included in earnings as a component of mortgage banking fees in the accompanying condensed consolidated statements of income. The fair value measurement will be impacted in the future by the change in the value of the servicing rights, interest rate movements, security price fluctuations, and the volume and product mix of NVRM’s closed loans and locked loan commitments.
15
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
11. Debt
As of June 30, 2023, we had the following debt instruments outstanding:
Senior Notes
Our outstanding Senior Notes have an aggregate principal balance of $900,000 , mature on May 15, 2030 and bear interest at 3.00 %, payable semi-annually in arrears on May 15 and November 15 . The Senior Notes are senior unsecured obligations and rank equally in right of payment with any of our existing and future unsecured senior indebtedness. The Senior Notes were issued in three separate issuances, $600,000 issued at a discount to yield 3.02 %, and the two additional issuances totaling $300,000 issued at a premium to yield 2.00 %. The Senior Notes have been reflected net of the unamortized discount or premium, as applicable, and the unamortized debt issuance costs in the accompanying condensed consolidated balance sheet.
The indenture governing the Senior Notes does not contain any financial covenants; however, it does contain, among other items, and subject to certain exceptions, covenants that restrict our ability to create, incur, assume or guarantee secured debt, enter into sale and leaseback transactions and conditions related to mergers and/or the sale of assets. We were in compliance with all covenants under the Senior Notes at June 30, 2023.
Credit Agreement
We have an unsecured Credit Agreement (the “Credit Agreement”), which provides for aggregate revolving loan commitments of $300,000 (the “Facility”). Under the Credit Agreement, we may request increases of up to $300,000 to the Facility in the form of revolving loan commitments or term loans to the extent that new or existing lenders agree to provide additional revolving loan or term loan commitments. The Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit, of which approximately $13,700 was outstanding at June 30, 2023. The Credit Agreement termination date is February 12, 2026. There were no borrowings outstanding under the Facility at June 30, 2023.
Repurchase Agreement
NVRM provides for its mortgage origination and other operating activities using cash generated from its operations, borrowings from its parent company, NVR, as well as a revolving mortgage repurchase agreement (the “Repurchase Agreement”), which is non-recourse to NVR. The Repurchase Agreement provides for loan purchases up to $150,000 , subject to certain sub-limits. Amounts outstanding under the Repurchase Agreement are collateralized by the Company’s mortgage loans held for sale.
Effective July 19, 2023, NVRM entered into the First Amendment to Second Amended and Restated Master Repurchase Agreement with U.S. Bank National Association, as Agent and a Buyer (the "Amended MRA"), which extended the term of the Repurchase Agreement through July 17, 2024. All other terms and conditions under the Amended Repurchase Agreement remained materially consistent. At June 30, 2023, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement and there were no borrowings outstanding.
12. Commitments and Contingencies
13. Leases
16
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
expenses and other liabilities" on the accompanying condensed consolidated balance sheets. Our finance lease ROU assets and finance lease liabilities were $13,231 and $14,690 , respectively, as of June 30, 2023, and $13,745 and $15,002 , respectively, as of December 31, 2022. Our leases have remaining lease terms of up to 17.2 years, some of which include options to extend the lease for up to 20 years, and some of which include options to terminate the lease.
We recognize operating lease expense on a straight-line basis over the lease term. We have elected to use the portfolio approach for certain equipment leases which have similar lease terms and payment schedules. Additionally, for certain equipment we account for the lease and non-lease components as a single lease component. Our sublease income is de minimis.
We have certain leases, primarily the leases of model homes, which have initial lease terms of twelve months or less ("Short-term leases"). We elected to exclude these leases from the recognition requirements under Topic 842, and these leases have not been included in our recognized ROU assets and lease liabilities.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Lease expense | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance lease expense: | ||||||||||||||||||||||||||
| Amortization of ROU assets | ||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Short-term lease expense | ||||||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
17
NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Supplemental Cash Flows Information: | ||||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||||||||||||||
| ROU assets obtained in exchange for lease obligations: | ||||||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| Weighted-average remaining lease term (in years): | ||||||||||||||||||||||||||
| Operating leases | ||||||||||||||||||||||||||
| Finance leases | ||||||||||||||||||||||||||
| Weighted-average discount rate: | ||||||||||||||||||||||||||
| Operating leases | % | % | ||||||||||||||||||||||||
| Finance leases | % | % | ||||||||||||||||||||||||
14. Income Taxes
Our effective tax rate for the three and six months ended June 30, 2023 was 14.3 % and 17.3 %, respectively, compared to 24.5 % and 24.6 % for the three and six months ended June 30, 2022, respectively. The decrease in the effective tax rate in the three and six month periods of 2023 compared to the same periods in 2022 was primarily attributable to a higher income tax benefit recognized for excess tax benefits from stock option exercises, which totaled $55,906 and $79,151 for the three and six months ended June 30, 2023, respectively, and $8,744 and $17,190 for the three and six months ended June 30, 2022, respectively.
18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(dollars in thousands, except per share data)
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases or other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other comparable terminology. All statements other than of historical facts are forward-looking statements. Forward-looking statements contained in this document may include those regarding market trends, our financial position and financial results, business strategy, the outcome of pending litigation, investigations or similar contingencies, projected plans and objectives of management for future operations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to the following: general economic and business conditions (on both a national and regional level); interest rate changes; access to suitable financing by us and our customers; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell loans it originates into the secondary market; competition; the availability and cost of land and other raw materials used by us in our homebuilding operations; shortages of labor; the economic impact of a major epidemic or pandemic; weather related slow-downs; building moratoriums; governmental regulation; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which we have little or no control. We undertake no obligation to update such forward-looking statements except as required by law. For additional information regarding risk factors, see Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Unless the context otherwise requires, references to “NVR,” “we,” “us,” or “our” include NVR and its consolidated subsidiaries.
Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022
Business Environment and Current Outlook
New home demand in the second quarter of 2023, continued the improving trend from the first quarter. Demand has been favorably impacted by a limited supply of homes in the resale market and improving consumer confidence. Homebuyers have adjusted to the higher mortgage interest rates as the interest rate environment has stabilized, but affordability continues to be a challenge. There remains uncertainty in the market as the Federal Reserve continues to address high inflation rates by raising interest rates, which could lead to an economic slowdown. With the inflationary pressures and higher demand, we expect to continue to face cost pressures related to building materials, labor and land costs, as well as pricing pressures, which will impact profit margins based on our ability to manage these costs while balancing sales pace and pricing. We have seen an improvement in our supply chain which has improved our construction cycle times. We believe that we are well positioned to take advantage of opportunities that may arise from future economic and homebuilding market volatility due to the strength of our balance sheet and our disciplined lot acquisition strategy.
19
Business
Our primary business is the construction and sale of single-family detached homes, townhomes and condominiums, all of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature markets. Additionally, we generally grow our business through market share gains in our existing markets and by expanding into markets contiguous to our current active markets. Our four homebuilding reportable segments consist of the following regions:
| Mid Atlantic: | Maryland, Virginia, West Virginia, Delaware and Washington, D.C. | |||||||
| North East: | New Jersey and Eastern Pennsylvania | |||||||
| Mid East: | New York, Ohio, Western Pennsylvania, Indiana and Illinois | |||||||
| South East: | North Carolina, South Carolina, Tennessee, Florida and Georgia | |||||||
Our lot acquisition strategy is predicated upon avoiding the financial requirements and risks associated with direct land ownership and development. We generally do not engage in land development (see discussion below of our land development activities). Instead, we typically acquire finished building lots from various third party land developers pursuant to fixed price finished lot purchase agreements (“LPAs”). These LPAs require deposits, typically ranging up to 10% of the aggregate purchase price of the finished lots, in the form of cash or letters of credit that may be forfeited if we fail to perform under the LPA. This strategy has allowed us to maximize inventory turnover, which we believe enables us to minimize market risk and to operate with less capital, thereby enhancing rates of return on equity and total capital.
In addition to constructing homes primarily on a pre-sold basis and utilizing what we believe is a conservative lot acquisition strategy, we focus on obtaining and maintaining a leading market position in each market we serve. This strategy allows us to gain valuable efficiencies and competitive advantages in our markets, which we believe contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets. Our continued success is contingent upon our ability to control an adequate supply of finished lots on which to build.
In certain specific strategic circumstances, we deviate from our historical lot acquisition strategy and engage in joint venture arrangements with land developers or directly acquire raw ground already zoned for its intended use for development. Once we acquire control of raw ground, we determine whether to sell the raw parcel to a developer and enter into an LPA with the developer to purchase the finished lots or to hire a developer to develop the land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all our finished lot inventory using LPAs with forfeitable deposits.
As of June 30, 2023, we controlled approximately 130,400 lots as described below.
Lot Purchase Agreements
We controlled approximately 123,900 lots under LPAs with third parties through deposits in cash and letters of credit totaling approximately $553,300 and $8,200, respectively. Included in the number of controlled lots are approximately 9,700 lots for which we have recorded a contract land deposit impairment reserve of approximately $46,400 as of June 30, 2023.
Joint Venture Limited Liability Corporations (“JVs”)
We had an aggregate investment totaling approximately $27,600 in four JVs, expected to produce approximately 5,250 lots. Of the lots to be produced by the JVs, approximately 4,900 lots were controlled by us and approximately 350 were either under contract with unrelated parties or currently not under contract. We had additional funding commitments totaling approximately $12,000 to one of the JVs at June 30, 2023.
Land Under Development
We owned land with a carrying value of approximately $24,500 that we intend to develop into approximately 1,600 finished lots. We had additional funding commitments of approximately $1,900 under a joint development
20
agreement related to one parcel, a portion of which we expect will be offset by development credits of approximately $900.
See Notes 2, 3 and 4 to the condensed consolidated financial statements included herein for additional information regarding LPAs, JVs and land under development, respectively.
Raw Land Purchase Agreements
In addition, we have certain properties under contract with land owners that are expected to yield approximately 21,500 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. As of June 30, 2023, these properties are controlled with deposits in cash and letters of credit totaling approximately $9,800 and $100, respectively, of which approximately $2,900 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into an LPA with the assignee if the project is determined to be feasible.
Key Financial Results
Our consolidated revenues for the second quarter of 2023 totaled $2,338,330, a 12% decrease from the second quarter of 2022. Net income for the second quarter ended June 30, 2023 was $404,027, or $116.54 per diluted share, decreases of 7% and 6% when compared to net income and diluted earnings per share for the second quarter of 2022, respectively. Our homebuilding gross profit margin percentage decreased to 24.3% in the second quarter of 2023 from 26.3% in the second quarter of 2022. New orders, net of cancellations (“New Orders”) increased by 27% in the second quarter of 2023 compared to the second quarter of 2022. The New Order cancellation rate for the second quarter of 2023 decreased to 10.9% from 14.3% in the same period in 2022. The average sales price for New Orders in the second quarter of 2023 was $447.3, a decrease of 5% compared to the second quarter of 2022.
Homebuilding Operations
The following table summarizes the results of operations and other data for our homebuilding operations:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Financial Data: | ||||||||||||||||||||||||||
| Revenues | $ | 2,283,769 | $ | 2,610,062 | $ | 4,415,102 | $ | 4,919,289 | ||||||||||||||||||
| Cost of sales | $ | 1,728,146 | $ | 1,924,727 | $ | 3,336,056 | $ | 3,576,092 | ||||||||||||||||||
| Gross profit margin percentage | 24.3 | % | 26.3 | % | 24.4 | % | 27.3 | % | ||||||||||||||||||
| Selling, general and administrative expenses | $ | 148,543 | $ | 132,432 | $ | 292,161 | $ | 261,942 | ||||||||||||||||||
| Operating Data: | ||||||||||||||||||||||||||
| New orders (units) | 5,905 | 4,663 | 11,793 | 10,590 | ||||||||||||||||||||||
| Average new order price | $ | 447.3 | $ | 471.6 | $ | 444.3 | $ | 468.3 | ||||||||||||||||||
| Settlements (units) | 5,085 | 5,820 | 9,724 | 11,034 | ||||||||||||||||||||||
| Average settlement price | $ | 449.0 | $ | 448.4 | $ | 454.0 | $ | 445.8 | ||||||||||||||||||
| Backlog (units) | 11,231 | 12,286 | ||||||||||||||||||||||||
| Average backlog price | $ | 458.6 | $ | 473.9 | ||||||||||||||||||||||
| New order cancellation rate | 10.9 | % | 14.3 | % | 12.4 | % | 12.1 | % | ||||||||||||||||||
Consolidated Homebuilding - Three Months Ended June 30, 2023 and 2022
Homebuilding revenues decreased 13% in the second quarter of 2023 compared to the same period in 2022, as a result of a 13% decrease in settlements. The average settlement price remained relatively flat quarter over quarter. The decrease in settlements was attributable to a 23% lower backlog unit balance entering the second
21
quarter of 2023 compared to the backlog unit balance entering the second quarter of 2022. Gross profit margin percentage in the second quarter of 2023 decreased to 24.3%, from 26.3% in the second quarter of 2022. Gross profit margin was negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs quarter over quarter.
New Orders increased 27%, while the average sales price of New Orders decreased 5% in the second quarter of 2023 compared to the second quarter of 2022. New Orders were favorably impacted by improved demand quarter over quarter attributable to a limited supply of homes in the resale market and improving consumer confidence as mortgage interest rates began to stabilize. In addition, New Orders were positively impacted by a 5% increase in the average number of active communities quarter over quarter. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
Selling, general and administrative (“SG&A”) expense in the second quarter of 2023 increased by approximately $16,100 compared to the second quarter of 2022, and as a percentage of revenue increased to 6.5% from 5.1% quarter over quarter. The increase in SG&A expense was primarily attributable to a $12,400 increase in personnel costs.
Consolidated Homebuilding - Six Months Ended June 30, 2023 and 2022
Homebuilding revenues decreased 10% in the first six months of 2023 compared to the same period in 2022, as a result of a 12% decrease in settlements, partially offset by a 2% increase in the average settlement price. The decrease in the number of units settled was attributable to a 28% lower backlog unit balance entering 2023 compared to the backlog unit balance entering 2022, offset partially by a higher backlog turnover rate year over year. The increase in the average settlement price was primarily attributable to a 4% higher average sales price of units in backlog entering 2023 compared to backlog entering 2022. Gross profit margin percentage in the first six months of 2023 decreased to 24.4%, from 27.3% in the first six months of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs year over year.
New Orders increased 11% while the average sales price of New Orders decreased 5% in the first six months of 2023 compared to the same period in 2022. New Orders were favorably impacted by improved demand in 2023 attributable to a limited supply of homes in the resale market and improving consumer confidence as mortgage interest rates began to stabilize. In addition, New Orders were positively impacted by a 4% increase in the average number of active communities year over year. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
SG&A expense in the first six months of 2023 increased by approximately $30,200 compared to the same period in 2022, and as a percentage of revenue increased to 6.6% in 2023 from 5.3% in 2022. The increase in SG&A expense was primarily attributable to a $15,300 increase in personnel costs. In addition, SG&A expense was higher due to an increase in equity-based compensation of approximately $12,500 due to the issuance of a four year block grant of Options and RSUs in the second quarter of 2022.
Our backlog represents homes sold but not yet settled with our customers. As of June 30, 2023, our backlog decreased on a unit basis by 9% to 11,231 units and on a dollar basis by 12% to $5,150,347 when compared to 12,286 units and $5,821,745, respectively, as of June 30, 2022. The decrease in the number of backlog units was primarily attributable to a 28% lower backlog unit balance entering 2023 compared to the backlog unit balance entering 2022, offset partially by an 11% increase in New Orders year over year. Backlog dollars were lower primarily due to the decrease in backlog units in 2023, coupled with a 5% decrease in the average sales price of New Orders year over year.
Our backlog may be impacted by customer cancellations for various reasons that are beyond our control, such as failure to obtain mortgage financing, inability to sell an existing home, job loss, or a variety of other reasons. In any period, a portion of the cancellations that we experience are related to new sales that occurred during the same period, and a portion are related to sales that occurred in prior periods and therefore appeared in the opening backlog for the current period. Calculated as the total of all cancellations during the period as a percentage of gross sales during that same period, our cancellation rate was approximately 12% both in the first six months of 2023 and
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2022. During the most recent four quarters, approximately 5% of a reporting quarter’s opening backlog cancelled during the fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur during the remainder of 2023 or future years. Other than those units that are cancelled, and subject to potential construction delays resulting from continued supply chain disruptions, we expect to settle substantially all of our June 30, 2023 backlog within the next twelve months.
The backlog turnover rate is impacted by various factors, including, but not limited to, changes in New Order activity, internal production capacity, external subcontractor capacity, building material supply chain disruptions and other external factors over which we do not exercise control.
Reportable Segments
Homebuilding segment profit includes all revenues and income generated from the sale of homes, less the cost of homes sold, SG&A expenses, and a corporate capital allocation charge determined by corporate management. The corporate capital allocation charge eliminates in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker to determine whether the operating segment is providing the desired rate of return after covering our cost of capital.
We record charges on contract land deposits when we determine that it is probable that recovery of the deposit is impaired. For segment reporting purposes, impairments on contract land deposits are generally charged to the operating segment upon the termination of an LPA with the developer, or the restructuring of an LPA resulting in the forfeiture of the deposit. We evaluate our entire net contract land deposit portfolio for impairment each quarter. For presentation purposes below, the contract land deposit reserve at June 30, 2023 and December 31, 2022 has been allocated to the respective year’s reportable segments to show contract land deposits on a net basis. The net contract land deposit balances below also include approximately $8,200 and $6,900 at June 30, 2023 and December 31, 2022, respectively, of letters of credit issued as deposits in lieu of cash.
The following tables summarize certain homebuilding operating activity by reportable segment for the three and six months ended June 30, 2023 and 2022.
Selected Segment Financial Data:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 1,058,794 | $ | 1,208,312 | $ | 1,999,942 | $ | 2,350,020 | ||||||||||||||||||
| North East | 232,926 | 237,394 | 416,356 | 412,945 | ||||||||||||||||||||||
| Mid East | 411,682 | 521,038 | 814,079 | 982,442 | ||||||||||||||||||||||
| South East | 580,367 | 643,318 | 1,184,725 | 1,173,882 | ||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Gross profit margin: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 265,492 | $ | 323,986 | $ | 494,753 | $ | 642,200 | ||||||||||||||||||
| North East | 63,439 | 59,162 | 112,528 | 100,866 | ||||||||||||||||||||||
| Mid East | 90,452 | 115,849 | 175,065 | 217,256 | ||||||||||||||||||||||
| South East | 152,011 | 194,236 | 319,473 | 346,335 | ||||||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Gross profit margin percentage: | ||||||||||||||||||||||||||
| Mid Atlantic | 25.1 | % | 26.8 | % | 24.7 | % | 27.3 | % | ||||||||||||||||||
| North East | 27.2 | % | 24.9 | % | 27.0 | % | 24.4 | % | ||||||||||||||||||
| Mid East | 22.0 | % | 22.2 | % | 21.5 | % | 22.1 | % | ||||||||||||||||||
| South East | 26.2 | % | 30.2 | % | 27.0 | % | 29.5 | % | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Segment profit: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 195,254 | $ | 251,739 | $ | 354,292 | $ | 501,520 | ||||||||||||||||||
| North East | 44,932 | 41,297 | 76,992 | 67,225 | ||||||||||||||||||||||
| Mid East | 61,756 | 82,512 | 118,224 | 153,695 | ||||||||||||||||||||||
| South East | 106,648 | 150,822 | 232,058 | 264,276 | ||||||||||||||||||||||
Operating Activity:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Units | Average Price | Units | Average Price | Units | Average Price | Units | Average Price | |||||||||||||||||||||||||||||||||||||||||||
| New orders, net of cancellations: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mid Atlantic | 2,348 | $ | 519.2 | 1,860 | $ | 535.1 | 4,583 | $ | 517.8 | 4,167 | $ | 531.8 | ||||||||||||||||||||||||||||||||||||||
| North East | 463 | $ | 557.0 | 441 | $ | 503.7 | 905 | $ | 564.9 | 901 | $ | 513.5 | ||||||||||||||||||||||||||||||||||||||
| Mid East | 1,339 | $ | 390.3 | 1,114 | $ | 410.5 | 2,656 | $ | 387.3 | 2,648 | $ | 403.6 | ||||||||||||||||||||||||||||||||||||||
| South East | 1,755 | $ | 365.7 | 1,248 | $ | 420.0 | 3,649 | $ | 363.5 | 2,874 | $ | 421.6 | ||||||||||||||||||||||||||||||||||||||
| Total | 5,905 | $ | 447.3 | 4,663 | $ | 471.6 | 11,793 | $ | 444.3 | 10,590 | $ | 468.3 | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Units | Average Price | Units | Average Price | Units | Average Price | Units | Average Price | |||||||||||||||||||||||||||||||||||||||||||
| Settlements: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mid Atlantic | 2,030 | $ | 521.3 | 2,292 | $ | 527.1 | 3,825 | $ | 522.7 | 4,472 | $ | 525.5 | ||||||||||||||||||||||||||||||||||||||
| North East | 432 | $ | 539.2 | 472 | $ | 503.0 | 795 | $ | 523.7 | 820 | $ | 503.6 | ||||||||||||||||||||||||||||||||||||||
| Mid East | 1,067 | $ | 385.7 | 1,356 | $ | 384.2 | 2,056 | $ | 395.9 | 2,566 | $ | 382.8 | ||||||||||||||||||||||||||||||||||||||
| South East | 1,556 | $ | 373.0 | 1,700 | $ | 378.4 | 3,048 | $ | 388.7 | 3,176 | $ | 369.6 | ||||||||||||||||||||||||||||||||||||||
| Total | 5,085 | $ | 449.0 | 5,820 | $ | 448.4 | 9,724 | $ | 454.0 | 11,034 | $ | 445.8 | ||||||||||||||||||||||||||||||||||||||
| As of June 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Units | Average Price | Units | Average Price | ||||||||||||||||||||
| Backlog: | |||||||||||||||||||||||
| Mid Atlantic | 4,450 | $ | 528.8 | 4,613 | $ | 541.1 | |||||||||||||||||
| North East | 995 | $ | 587.9 | 1,050 | $ | 519.3 | |||||||||||||||||
| Mid East | 2,453 | $ | 392.1 | 3,109 | $ | 399.0 | |||||||||||||||||
| South East | 3,333 | $ | 375.1 | 3,514 | $ | 438.2 | |||||||||||||||||
| Total | 11,231 | $ | 458.6 | 12,286 | $ | 473.9 | |||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| New order cancellation rate: | ||||||||||||||||||||||||||
| Mid Atlantic | 10.3 | % | 15.2 | % | 13.1 | % | 12.5 | % | ||||||||||||||||||
| North East | 10.4 | % | 9.8 | % | 11.5 | % | 9.0 | % | ||||||||||||||||||
| Mid East | 11.4 | % | 17.0 | % | 12.6 | % | 14.1 | % | ||||||||||||||||||
| South East | 11.3 | % | 11.7 | % | 11.5 | % | 10.5 | % | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Average active communities: | ||||||||||||||||||||||||||
| Mid Atlantic | 169 | 155 | 166 | 153 | ||||||||||||||||||||||
| North East | 36 | 38 | 36 | 36 | ||||||||||||||||||||||
| Mid East | 111 | 121 | 112 | 125 | ||||||||||||||||||||||
| South East | 110 | 92 | 106 | 91 | ||||||||||||||||||||||
| Total | 426 | 406 | 420 | 405 | ||||||||||||||||||||||
Homebuilding Inventory:
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Sold inventory: | ||||||||||||||
| Mid Atlantic | $ | 883,452 | $ | 727,501 | ||||||||||
| North East | 217,972 | 156,798 | ||||||||||||
| Mid East | 299,783 | 278,034 | ||||||||||||
| South East | 437,546 | 413,576 | ||||||||||||
| Total (1) | $ | 1,838,753 | $ | 1,575,909 | ||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Unsold lots and housing units inventory: | ||||||||||||||
| Mid Atlantic | $ | 86,927 | $ | 111,816 | ||||||||||
| North East | 28,268 | 23,013 | ||||||||||||
| Mid East | 11,013 | 17,044 | ||||||||||||
| South East | 32,928 | 31,791 | ||||||||||||
| Total (1) | $ | 159,136 | $ | 183,664 | ||||||||||
(1) The reconciling items between segment inventory and consolidated inventory include certain consolidation adjustments necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes. These consolidation adjustments are not allocated to our operating segments.
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Lots Controlled and Land Deposits:
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Total lots controlled: | ||||||||||||||
| Mid Atlantic | 46,100 | 48,200 | ||||||||||||
| North East | 12,300 | 11,300 | ||||||||||||
| Mid East | 20,500 | 21,800 | ||||||||||||
| South East | 51,500 | 50,600 | ||||||||||||
| Total | 130,400 | 131,900 | ||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Contract land deposits, net: | ||||||||||||||
| Mid Atlantic | $ | 204,195 | $ | 212,273 | ||||||||||
| North East | 57,902 | 54,558 | ||||||||||||
| Mid East | 43,620 | 44,813 | ||||||||||||
| South East | 219,179 | 191,332 | ||||||||||||
| Total | $ | 524,896 | $ | 502,976 | ||||||||||
Mid Atlantic
Three Months Ended June 30, 2023 and 2022
The Mid Atlantic segment had an approximate $56,500, or 22%, decrease in segment profit in the second quarter of 2023 compared to the second quarter of 2022. The decrease in segment profit was driven by a decrease in segment revenues of approximately $149,500, or 12%, coupled with a decrease in gross profit margins. Segment revenues decreased primarily due to a decrease in settlements of 11%. The decrease in settlements was primarily attributable to an 18% lower backlog unit balance entering the second quarter of 2023 compared to backlog entering the second quarter of 2022, offset partially by a higher backlog turnover rate quarter over quarter. The Mid Atlantic segment’s gross profit margin percentage decreased to 25.1% in the second quarter of 2023 from 26.8% in the second quarter of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs quarter over quarter.
Segment New Orders increased 26%, while the average sales price of New Orders decreased 3% in the second quarter of 2023 compared to the second quarter of 2022. New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. In addition, New Orders were positively impacted by a 9% increase in the average number of active communities quarter over quarter. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
Six Months Ended June 30, 2023 and 2022
The Mid Atlantic segment had an approximate $147,200, or 29%, decrease in segment profit in the first six months of 2023 compared to the first six months of 2022. The decrease in segment profit was driven by a decrease in segment revenues of approximately $350,100, or 15%, coupled with a decrease in gross profit margins. Segment revenues decreased due to a 14% decrease in the number of units settled. The decrease in settlements was primarily attributable to a 25% lower backlog unit balance entering 2023 compared to backlog entering 2022, offset partially by a higher backlog turnover rate year over year. The Mid Atlantic segment’s gross profit margin percentage decreased to 24.7% in the first six months of 2023 from 27.3% in the first six months of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs year over year.
Segment New Orders increased 10% in the first six months of 2023 compared to the first six months of 2022, while the average sales price of New Orders decreased 3% year over year. New Orders were favorably impacted by
26
improved demand as previously discussed in the "Consolidated Homebuilding" section above. In addition, New Orders were positively impacted by an 8% increase in the average number of active communities year over year. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
North East
Three Months Ended June 30, 2023 and 2022
The North East segment had an approximate $3,600, or 9%, increase in segment profit in the second quarter of 2023 compared to the second quarter of 2022, due primarily to an increase in gross profit margins to 27.2% in the second quarter of 2023 from 24.9% in the second quarter of 2022. Gross profit margins were favorably impacted primarily by a 7% increase in average settlement prices and lower lumber costs quarter over quarter. Segment revenues in the second quarter of 2023 decreased by approximately $4,500, or 2%, due to an 8% decrease in settlements, offset partially by a 7% increase in the average settlement price, quarter over quarter. The decrease in settlements is attributable primarily to an 11% lower backlog unit balance entering the second quarter of 2023 compared to backlog entering the second quarter of 2022. The average settlement price increase quarter over quarter was primarily due to a 12% higher average sales price of units in backlog entering the second quarter of 2023 compared to backlog entering the second quarter of 2022.
Segment New Orders and the average sales price of New Orders increased 5% and 11%, respectively, in the second quarter of 2023 compared to the second quarter of 2022. New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. The increase in the average sales price of New Orders was attributable to a shift in New Orders to higher priced markets within the segment, coupled with a shift in communities in certain markets quarter over quarter.
Six Months Ended June 30, 2023 and 2022
The North East segment had an approximate $9,800, or 15%, increase in segment profit in the first six months of 2023 compared to the first six months of 2022, due primarily to an increase in gross profit margins to 27.0% in the first six months of 2023 from 24.4% in the first six months of 2022. Gross profit margins were favorably impacted primarily by a 4% increase in the average settlement price and lower lumber prices year over year. Segment revenues in the first six months of 2023 increased by approximately $3,400, or 1%, due to an increase in the average settlement price of 4%, offset partially by a 3% decrease in the number of units settled. The increase in the average settlement price was primarily attributable to an 8% higher average sales price of units in backlog entering 2023 compared to backlog entering 2022. The decrease in settlements was attributable to a 9% lower backlog unit balance entering 2023 compared to backlog entering 2022.
Segment New Orders remained relatively flat in the first six months of 2023 compared to the first six months of 2022, while the average sales price of New Orders increased 10% year over year. The increase in the average sales price of New Orders was attributable to a shift in New Orders to higher priced markets within the segment, coupled with a shift to higher priced communities in certain markets year over year.
Mid East
Three Months Ended June 30, 2023 and 2022
The Mid East segment had an approximate $20,800, or 25%, decrease in segment profit in the second quarter of 2023 compared to the second quarter of 2022, due primarily to a decrease in segment revenues of approximately $109,400, or 21%. Segment revenues decreased due to a 21% decrease in the number of units settled which was attributable primarily to a 35% lower backlog balance entering the second quarter of 2023 compared to the same period of 2022, offset partially by a higher backlog turnover rate quarter over quarter. The segment's gross profit margin percentage remained relatively flat quarter over quarter.
Segment New Orders increased 20% in the second quarter of 2023 compared to the second quarter of 2022, while the average sales price of New Orders decreased 5%. New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. The average sales price of New
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Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
Six Months Ended June 30, 2023 and 2022
The Mid East segment had an approximate $35,500, or 23%, decrease in segment profit in the first six months of 2023 compared to the first six months of 2022, due primarily to a decrease in segment revenues of approximately $168,400, or 17%, coupled with a decrease in gross profit margins. Segment revenues decreased due to a 20% decrease in settlements year over year, offset partially by a 3% increase in the average settlement price. The decrease in settlements was attributable primarily to a 39% lower backlog balance entering 2023 compared to the backlog entering 2022, offset partially by a higher backlog turnover rate year over year. The increase in the average settlement price was primarily attributable to a 6% higher average sales price of units in backlog entering 2023 compared to backlog entering 2022. The segment's gross profit margin percentage decreased to 21.5% in the first six months of 2023 from 22.1% in the first six months of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs year over year.
Segment New Orders remained relatively flat in the first six months of 2023 compared to the first six months of 2022, while the average sales price of New Orders decreased 4%. New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. The increased demand was offset by an 11% decrease in the number of active communities year over year. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
South East
Three Months Ended June 30, 2023 and 2022
The South East segment had an approximate $44,200, or 29%, decrease in segment profit in the second quarter of 2023 compared to the second quarter of 2022. The decrease in segment profit was primarily driven by a decrease in segment revenues of approximately $63,000, or 10%, coupled with a decrease in gross profit margins. The decrease in revenues was primarily attributable to an 8% decrease in the number of units settled quarter over quarter. Settlements were lower due primarily to a 21% lower backlog unit balance entering the second quarter of 2023 compared to the backlog unit balance entering the second quarter of 2022, offset partially by a higher backlog turnover rate quarter over quarter. The segment’s gross profit margin percentage decreased to 26.2% in the second quarter of 2023 from 30.2% in the second quarter of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs quarter over quarter.
Segment New Orders increased 41% in the second quarter of 2023 compared to the second quarter of 2022, while the average sales price of New Orders decreased 13% quarter over quarter. New Orders were favorably impacted by a 20% increase in the average number of active communities quarter over quarter. In addition, New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years.
Six Months Ended June 30, 2023 and 2022
The South East segment had an approximate $32,200, or 12%, decrease in segment profit in the first six months of 2023 compared to the first six months of 2022 due primarily to a decrease in gross profit margins to 27.0% in the first six months of 2023 from 29.5% in the first six months of 2022. Gross profit margins were negatively impacted primarily by higher costs for labor, certain materials, incentives and closing costs, offset partially by lower lumber costs year over year. Segment revenues in the first six months of 2023 increased by approximately $10,800, or 1%, due to an increase in the average settlement price of 5%, partially offset by a 4% decrease in the number of units settled year over year. The increase in the average settlement price was primarily attributable to a 3% higher average sales price of units in backlog entering 2023 compared to backlog entering 2022.
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The decrease in the number of units settled was primarily attributable to a 28% lower backlog unit balance entering 2023 compared to backlog entering 2022, offset partially by a higher backlog turnover rate year over year.
Segment New Orders increased 27% in the first six months of 2023 compared to the first six months of 2022, while the average sales price of New Orders decreased 14% year over year. The increase in New Orders was primarily attributable to a 16% increase in the average number of active communities year over year. In addition, New Orders were favorably impacted by improved demand as previously discussed in the "Consolidated Homebuilding" section above. The average sales price of New Orders was negatively impacted by pricing pressure attributable to affordability issues resulting from higher mortgage interest rates period over period and significant home price appreciation over the previous two years, coupled with a shift in New Orders to lower priced communities in several markets within the segment.
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Homebuilding Segment Reconciliations to Consolidated Homebuilding Operations
In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling items between homebuilding segment profit and homebuilding consolidated income before tax include unallocated corporate overhead (which includes all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury and human resources, are centrally performed and the costs are not allocated to our operating segments. Consolidation adjustments consist of such items to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to our operating segments. External corporate interest expense primarily consists of interest charges on our Senior Notes, and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Homebuilding consolidated gross profit: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 265,492 | $ | 323,986 | $ | 494,753 | $ | 642,200 | ||||||||||||||||||
| North East | 63,439 | 59,162 | 112,528 | 100,866 | ||||||||||||||||||||||
| Mid East | 90,452 | 115,849 | 175,065 | 217,256 | ||||||||||||||||||||||
| South East | 152,011 | 194,236 | 319,473 | 346,335 | ||||||||||||||||||||||
| Consolidation adjustments and other | (15,771) | (7,898) | (22,773) | 36,540 | ||||||||||||||||||||||
| Homebuilding consolidated gross profit | $ | 555,623 | $ | 685,335 | $ | 1,079,046 | $ | 1,343,197 | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Homebuilding consolidated income before taxes: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 195,254 | $ | 251,739 | $ | 354,292 | $ | 501,520 | ||||||||||||||||||
| North East | 44,932 | 41,297 | 76,992 | 67,225 | ||||||||||||||||||||||
| Mid East | 61,756 | 82,512 | 118,224 | 153,695 | ||||||||||||||||||||||
| South East | 106,648 | 150,822 | 232,058 | 264,276 | ||||||||||||||||||||||
| Reconciling items: | ||||||||||||||||||||||||||
| Contract land deposit reserve adjustment (1) | 6,888 | 419 | 10,479 | 6,345 | ||||||||||||||||||||||
| Equity-based compensation expense (2) | (23,781) | (20,352) | (44,691) | (30,972) | ||||||||||||||||||||||
| Corporate capital allocation (3) | 72,617 | 77,512 | 141,691 | 147,256 | ||||||||||||||||||||||
| Unallocated corporate overhead | (46,360) | (32,282) | (92,325) | (77,543) | ||||||||||||||||||||||
| Consolidation adjustments and other (4) | (9,998) | 2,004 | (5,999) | 50,764 | ||||||||||||||||||||||
| Corporate interest expense | (6,589) | (11,816) | (13,543) | (24,571) | ||||||||||||||||||||||
| Corporate interest income | 33,344 | 3,092 | 63,283 | 3,839 | ||||||||||||||||||||||
| Reconciling items sub-total | 26,121 | 18,577 | 58,895 | 75,118 | ||||||||||||||||||||||
| Homebuilding consolidated income before taxes | $ | 434,711 | $ | 544,947 | $ | 840,461 | $ | 1,061,834 | ||||||||||||||||||
(1)This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments. See further discussion of lot deposit impairment charges in Note 2 in the accompanying condensed consolidated financial statements.
(2)The increase in equity-based compensation expense for the three and six-month periods ended June 30, 2023 was primarily attributable to a four-year block grant of Options and RSUs issued in May 2022.
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(3)This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Corporate capital allocation charge: | ||||||||||||||||||||||||||
| Mid Atlantic | $ | 35,337 | $ | 37,121 | $ | 68,516 | $ | 71,208 | ||||||||||||||||||
| North East | 8,272 | 8,158 | 15,597 | 15,245 | ||||||||||||||||||||||
| Mid East | 9,819 | 12,875 | 19,479 | 24,292 | ||||||||||||||||||||||
| South East | 19,189 | 19,358 | 38,099 | 36,511 | ||||||||||||||||||||||
| Total | $ | 72,617 | $ | 77,512 | $ | 141,691 | $ | 147,256 | ||||||||||||||||||
(4)The consolidation adjustments and other for the three and six month periods of 2023 and 2022 is primarily driven by units under construction as well as significant fluctuations in lumber prices year over year. Our reportable segments' results include the intercompany profits of our production facilities for home packages delivered to our homebuilding divisions. Costs related to homes not yet settled are reversed through the consolidation adjustment and recorded in inventory. These costs are subsequently recorded through the consolidation adjustment when the respective homes are settled. In both the three and six month periods of 2023, the consolidation adjustment was negatively impacted by the recognition of previously deferred home package costs that included significantly higher priced lumber. This impact was offset partially by a reduction in the number of units under construction year over year, resulting in a decrease in intercompany profits deferred, as compared to the three and six month periods of 2022.
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Mortgage Banking Segment
Three and Six Months Ended June 30, 2023 and 2022
We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses exclusively on serving the homebuilding segment customer base. NVRM sells all of the mortgage loans it closes to investors in the secondary markets on a servicing-released basis, typically within 30 days from the loan closing. The following table summarizes the results of our mortgage banking operations and certain statistical data for the three and six months ended June 30, 2023 and 2022:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Loan closing volume: | ||||||||||||||||||||||||||
| Total principal | $ | 1,381,647 | $ | 1,647,972 | $ | 2,618,930 | $ | 3,132,565 | ||||||||||||||||||
| Loan volume mix: | ||||||||||||||||||||||||||
| Adjustable rate mortgages | 2 | % | 10 | % | 3 | % | 8 | % | ||||||||||||||||||
| Fixed-rate mortgages | 98 | % | 90 | % | 97 | % | 92 | % | ||||||||||||||||||
| Operating profit: | ||||||||||||||||||||||||||
| Segment profit | $ | 37,843 | $ | 28,800 | $ | 67,270 | $ | 78,906 | ||||||||||||||||||
| Equity-based compensation expense | (1,378) | 265 | (2,745) | (783) | ||||||||||||||||||||||
| Mortgage banking income before tax | $ | 36,465 | $ | 29,065 | $ | 64,525 | $ | 78,123 | ||||||||||||||||||
| Capture rate: | 86 | % | 84 | % | 85 | % | 85 | % | ||||||||||||||||||
| Mortgage banking fees: | ||||||||||||||||||||||||||
| Net gain on sale of loans | $ | 43,863 | $ | 36,835 | $ | 81,131 | $ | 94,813 | ||||||||||||||||||
| Title services | 10,663 | 11,997 | 20,315 | 23,173 | ||||||||||||||||||||||
| Servicing fees | 35 | 49 | 59 | 77 | ||||||||||||||||||||||
| $ | 54,561 | $ | 48,881 | $ | 101,505 | $ | 118,063 | |||||||||||||||||||
Loan closing volume for the three and six months ended June 30, 2023 decreased by approximately $266,300, or 16%, and $513,600, or 16%, respectively, from the same periods in 2022. The decrease in loan closing volume during both the three and six months ended June 30, 2023 was primarily attributable to the 13% and 12% decreases in the homebuilding segment’s number of units settled, respectively, compared to the same periods in 2022.
Segment profit for the three months ended June 30, 2023 increased by approximately $9,000, or 31%, from the same period in 2022. This increase was primarily attributable to an increase in mortgage banking fees and a decrease in general and administrative expenses. Mortgage banking fees increased by approximately $5,700, or 12%, during the three months ended June 30, 2023, resulting from an increase in gains on sales of loans in the second quarter. General and administrative expenses decreased by approximately $2,300, or 10%, during the three months ended June 30, 2023 resulting from a decrease in personnel costs.
Segment profit for the six months ended June 30, 2023 decreased by approximately $11,600, or 15%, from the same period in 2022. This decrease was primarily attributable to a decrease of approximately $16,600, or 14%, in mortgage banking fees, primarily due to a decrease in secondary marketing gains on sales of loans in the first quarter of 2023 compared to the same period 2022.
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Seasonality
We generally have higher New Order activity in the first half of the year and higher home settlements, revenue and net income in the second half of the year. However, our typical seasonal New Order and settlement trends have been affected since 2020 by the pandemic, supply chain disruptions and the significant fluctuations in mortgage interest rates. We cannot therefore predict whether period-to-period fluctuations will be consistent with historical patterns.
Effective Tax Rate
Our effective tax rate for the three and six months ended June 30, 2023 was 14.3% and 17.3%, respectively, compared to 24.5% and 24.6% for the three and six months ended June 30, 2022, respectively. The decrease in the effective tax rate in the three and six month periods of 2023 compared to the same periods in 2022 was primarily attributable to a higher income tax benefit recognized for excess tax benefits from stock option exercises, which totaled approximately $55,900 and $79,200 for the three and six months ended June 30, 2023, respectively, and approximately $8,700 and $17,200 for the three and six months ended June 30, 2022, respectively.
We expect to experience volatility in our effective tax rate in future quarters as the amount of the excess tax benefit from equity-based awards is dependent on our stock price when awards are exercised as well as on the timing of exercises, which historically has varied from quarter to quarter.
Liquidity and Capital Resources
We fund our operations primarily from our current cash holdings and cash flows generated by operating activities. In addition, we have available a short-term unsecured working capital revolving credit facility and revolving mortgage repurchase facility, as further described below. As of June 30, 2023, we had approximately $2,700,000 in cash and cash equivalents, approximately $286,300 in unused committed capacity under our revolving credit facility and $150,000 in unused committed capacity under our revolving mortgage repurchase facility.
Material Cash Requirements
We believe that our current cash holdings, cash generated from operations, and cash available under our short-term unsecured credit agreement and revolving mortgage repurchase facility, as well as the public debt and equity markets, will be sufficient to satisfy both our short term and long term cash requirements for working capital to support our daily operations and meet commitments under our contractual obligations with third parties. Our material contractual obligations primarily consist of the following:
(i) Payments due to service our debt and interest on that debt. Future interest payments on our remaining outstanding senior notes total approximately $185,550, with $27,000 due within the next twelve months.
(ii) Payment obligations totaling approximately $321,000 under existing LPAs for deposits to be paid to land developers, assuming that contractual development milestones are met by the developers and we exercise our option to acquire finished lots under those LPAs. We expect to make the majority of these payments within the next three years.
(iii) Obligations under operating and finance leases related primarily to office space and our production facilities. See Note 14 of this Quarterly Report on Form 10-Q for additional discussion of our leases.
In addition to funding growth in our homebuilding and mortgage banking operations, we historically have used a substantial portion of our excess liquidity to repurchase outstanding shares of our common stock in open market and privately negotiated transactions. This ongoing repurchase program assists us in accomplishing our primary objective, creating increases in shareholder value. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion of repurchase activity during the second quarter of 2023. For the six months ended June 30, 2023, we repurchased 56,001 shares of our common stock at an aggregate purchase price of $311,125. As of June 30, 2023, we had approximately $196,560 available under a Board approved repurchase authorization.
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Capital Resources
Senior Notes
As of June 30, 2023, we had Senior Notes with an aggregate principal balance of $900,000, which mature in May 2030. The Senior Notes are senior unsecured obligations and rank equally in right of payment with any of our existing and future unsecured senior indebtedness, will rank senior in right of payment to any of our future indebtedness that is by its terms expressly subordinated to the Senior Notes and will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The indenture governing the Senior Notes does not contain any financial covenants; however, it does contain, among other items, and subject to certain exceptions, covenants that restrict our ability to create, incur, assume or guarantee secured debt, enter into sale and leaseback transactions and conditions related to mergers and/or the sale of assets. We were in compliance with all covenants under the Senior Notes at June 30, 2023.
Credit Agreement
We have an unsecured revolving credit agreement (the "Credit Agreement") with a group of lenders which may be used for working capital and general corporate purposes. The Credit Agreement provides for aggregate revolving loan commitments of $300,000 (the "Facility"). Under the Credit Agreement, we may request increases of up to $300,000 to the Facility in the form of revolving loan commitments or term loans to the extent that new or existing lenders agree to provide additional revolving loan or term loan commitments. In addition, the Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit of which there was approximately $13,700 outstanding at June 30, 2023. The Credit Agreement termination date is February 12, 2026. There were no borrowings outstanding under the Credit Agreement at June 30, 2023.
Repurchase Agreement
NVRM has an unsecured revolving mortgage repurchase facility (the "Repurchase Agreement") which provides for aggregate borrowings up to $150,000 and is non-recourse to NVR. In July 2023, NVRM entered into the First Amendment to the Repurchase Agreement, which extended the term of the Repurchase Agreement through July 17, 2024. All other terms and conditions under the amended Repurchase Agreement remained materially consistent. At June 30, 2023, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement. There was no borrowings outstanding under the Repurchase Agreement at June 30, 2023.
For additional information regarding the Senior Notes, Credit Agreement and Repurchase Agreement, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Cash Flows
For the six months ended June 30, 2023, cash, restricted cash, and cash equivalents increased by $183,539. Net cash provided by operating activities was $344,204 for the six months ended June 30, 2023, due primarily to cash provided by earnings. Cash was primarily used to fund the increase in inventory of $231,814, attributable to an increase in units under construction at June 30, 2023 compared to December 31, 2022 and a net use of approximately $159,300 from mortgage loan activity.
Net cash used in investing activities for the six months ended June 30, 2023 was $10,453. Cash was used primarily for purchases of property, plant and equipment of $11,448.
Net cash used in financing activities was $150,212 for the six months ended June 30, 2023. Cash was used to repurchase 56,001 shares of our common stock at an aggregate purchase price of $311,125 under our ongoing common stock repurchase program, discussed above. Cash was provided from stock option exercise proceeds totaling $161,724.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates as previously disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
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Item 3. Quantitative and Qualitative Disclosure about Market Risk
There have been no material changes in our market risks during the six months ended June 30, 2023. For additional information regarding our market risks, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no changes in our internal control over financial reporting in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various litigation arising in the ordinary course of business. In the opinion of management, and based on advice of legal counsel, this litigation is not expected to have a material adverse effect on our financial position, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.
Item 1A. Risk Factors
There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 3, 2022, we publicly announced that our Board of Directors authorized the repurchase of up to an aggregate of $500 million of our outstanding common stock in one or more open market and/or privately negotiated transactions. The repurchase authorization does not have an expiration date. We repurchased the following shares of our common stock during the second quarter of 2023 under this repurchase authorization:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||||||||||||
| April 1 - 30, 2023 | — | $ | — | — | $ | 397,637 | ||||||||||||||||||||
| May 1 - 31, 2023 | 15,570 | $ | 5,664.19 | 15,570 | $ | 309,445 | ||||||||||||||||||||
| June 1 - 30, 2023 | 19,257 | $ | 5,862.04 | 19,257 | $ | 196,560 | ||||||||||||||||||||
| Total | 34,827 | $ | 5,773.58 | 34,827 | ||||||||||||||||||||||
On August 2, 2023, the Board of Directors approved an additional repurchase authorization of up to an aggregate of $500 million. The repurchase authorization does not have an expiration date.
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Item 6. Exhibits
| Exhibit Number | Exhibit Description | |||||||||||||||||||||||||||||||||||||
| 10.1 | ||||||||||||||||||||||||||||||||||||||
| 31.1 | ||||||||||||||||||||||||||||||||||||||
| 31.2 | ||||||||||||||||||||||||||||||||||||||
| 32 | ||||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||||||||
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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.
| NVR, Inc. | ||||||||
| Date: August 2, 2023 | By: | /s/ Daniel D. Malzahn | ||||||
| Daniel D. Malzahn | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
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Exhibit 10.1
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of July 19, 2023 (the “Effective Date”), is made and entered into among NVR MORTGAGE FINANCE, INC., a Virginia corporation (the “Seller”), U.S. BANK NATIONAL ASSOCIATION, as agent (in such capacity, the “Agent”) and a Buyer, and the other Buyers (the “Buyers”).
RECITALS
A.The Seller and the Buyers are parties to a Second Amended and Restated Master Repurchase Agreement dated as of July 20, 2022 (as further amended, restated or otherwise modified from time to time, the “Repurchase Agreement”); and
B.The Seller and the Buyers now desire to amend certain provisions of the Repurchase Agreement as set forth herein.
AGREEMENT
In consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.
Section 2. Amendments. The Repurchase Agreement is hereby amended as follows:
2.1 Definitions. Section 1.2 of the Repurchase Agreement is hereby amended by adding or amending and restating, as applicable, the following defined terms to read in their entireties as follows:
“First Amendment Date” means July 19, 2023.
“Termination Date” means the earlier of (i) July 17, 2024, and (ii) the date when the Buyers’ Commitments are terminated pursuant to this Agreement, by order of any Governmental Authority or by operation of law.
2.2 Facility Fee. Section 9.1 of the Repurchase Agreement is amended by replacing the reference to “one-hundred twenty five one-thousandths of one percent (0.125%)” with “one-tenth of one percent (0.10%)”.
2.3 Anti-Corruption Laws; Sanctions. Section 15.5 of the Repurchase Agreement is amended and restated in its entirety as follows:
The Seller, its Subsidiaries and their respective directors, officers, and employees and, to the knowledge of the Seller, the agents of the Seller and its Subsidiaries are in compliance with Anti-Corruption Laws and all applicable
4884-5220-3626\3
Sanctions in all material respects. The Seller and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance with Anti-Corruption Laws and applicable Sanctions. None of the Seller, any of its Subsidiaries or any director, officer, employee, agent, or affiliate of the Seller or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (a) the target of any Sanctions or (b) located, organized or resident in a country or territory that is the subject of Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Kherson and Zaporizhzhia regions of Ukraine).
2.4 Use of Proceeds. Section 17.6 of the Repurchase Agreement is amended and restated in its entirety as follows:
The Seller shall not, directly or indirectly, use any of the proceeds of the Transactions for the purpose, whether immediate, incidental or ultimate, of buying any “margin stock” or of maintaining, reducing or retiring any Debt and Contingent Indebtedness originally incurred to purchase a stock that is currently any “margin stock”, or for any other purpose which might constitute this transaction a “purpose credit”, in each case within the meaning of Regulation U or otherwise take or permit to be taken any action which would involve a violation of Regulation U or Regulation T or any other regulation of the Board of Governors of the Federal Reserve System. The Seller will not, directly or indirectly, use the proceeds of the Transactions, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (b)(i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise).
2.5 Schedules and Exhibits. Schedule AI to the Repurchase Agreement is amended and restated in its entirety to read as set forth on Schedule AI to this Amendment.
Section 3. Representations, Warranties, Authority, No Adverse Claim.
3.1 Reassertion of Representations and Warranties, No Default. The Seller hereby represents and warrants that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties in the Repurchase Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Repurchase Agreement, and (b) there will exist no Default or Event of Default under the Repurchase
Agreement, as amended by this Amendment, on such date that the Buyers have not waived.
3.2 Authority, No Conflict, No Consent Required. The Seller represents and warrants that it has the power, legal right, and authority to enter into this Amendment and has duly authorized by proper corporate action the execution and delivery of this Amendment and none of the agreements herein contravenes or constitutes a default under any agreement, instrument, or indenture to which the Seller is a party or a signatory, any provision of the Seller’s articles of incorporation or bylaws, or any other agreement or requirement of law or results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Seller or any of its property except, if any, in favor of the Buyers. The Seller represents and warrants that no consent, approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Seller of this Amendment or the performance of obligations of the Seller herein described, except for those that the Seller has obtained or provided and as to which the Seller has delivered certified copies of documents evidencing each such action to the Buyers.
3.3 No Adverse Claim. The Seller hereby warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Seller a basis to assert a defense, offset, or counterclaim to any claim of the Agent or the Buyers with respect to the Seller’s obligations under the Repurchase Agreement as amended by this Amendment.
Section 4. Conditions Precedent. The effectiveness of the amendments hereunder on the Effective Date shall be subject to satisfaction of the following conditions precedent:
4.1 The Agent shall have received the following documents in a quantity sufficient that the Seller and each Buyer may each have a fully executed original of each such document:
a.this Amendment duly executed by the Seller, the Agent, and the Buyers;
b.a certificate of the Secretary or an Assistant Secretary of the Seller certifying (i) that there has been no change to Seller’s articles of incorporation or bylaws since copies of the same were delivered to the Agent on July 25, 2011; (ii) as to a copy attached thereto of resolutions authorizing the execution, delivery, and performance of this Amendment, and the other documents and agreements executed and delivered in connection herewith; and (iii) as to the names, incumbency, and specimen signatures of the persons authorized to execute this Amendment on behalf of the Seller; and
c.such other documents as the Agent reasonably requests.
4.2 The Seller shall have paid any outstanding Agent’s Fees and any other fees then due under Article 9 of the Repurchase Agreement.
Section 5. Miscellaneous.
5.1 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Repurchase Agreement and the other Repurchase Documents. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Repurchase Agreement and each other Repurchase Document are ratified and confirmed and shall continue in full force and effect.
5.2 Survival. The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.
5.3 Reference to Repurchase Agreement. Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement shall refer to the Repurchase Agreement as amended and modified hereby.
5.4 Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applicable to the Repurchase Agreement.
5.5 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agent, the Buyers, the Seller, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each of the Buyers.
5.6 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
5.7 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
5.8 ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.
NVR MORTGAGE FINANCE, INC., as
Seller
By: /s/ William B. Carter
Name: William B. Carter
Title: President
U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Buyer
By: /s/ Rodney Davis
Name: Rodney Davis
Title: Senior Vice President
SCHEDULE AI TO MASTER REPURCHASE AGREEMENT
**Fannie Mae and Freddie Mac are designated as Approved eNote Investors.
Exhibit 31.1
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Eugene J. Bredow, certify that:
1.I have reviewed this report on Form 10-Q of NVR, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 2, 2023 | By: | /s/ Eugene J. Bredow | ||||||
| Eugene J. Bredow | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
I, Daniel D. Malzahn, certify that:
1.I have reviewed this report on Form 10-Q of NVR, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 2, 2023 | By: | /s/ Daniel D. Malzahn | ||||||
| Daniel D. Malzahn | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NVR, Inc. for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of NVR, Inc., hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NVR, Inc.
| Date: August 2, 2023 | By: | /s/ Eugene J. Bredow | ||||||
| Eugene J. Bredow | ||||||||
| President and Chief Executive Officer | ||||||||
| By: | /s/ Daniel D. Malzahn | |||||||
| Daniel D. Malzahn | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||