þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Virginia | 54-1394360 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |
11700 Plaza America Drive, Suite 500
Reston, Virginia |
20190 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common stock, par value $0.01 per share | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a Smaller Reporting Company) |
Smaller Reporting Company o |
Page | ||||
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PART I | ||||
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Item 1.
|
Business | 2 | ||
Item 1A.
|
Risk Factors | 6 | ||
Item 1B.
|
Unresolved Staff Comments | 11 | ||
Item 2.
|
Properties | 11 | ||
Item 3.
|
Legal Proceedings | 12 | ||
Item 4.
|
[Removed and Reserved] | 13 | ||
|
Executive Officers of the Registrant | 13 | ||
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PART II | ||||
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Item 5.
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 | ||
Item 6.
|
Selected Financial Data | 15 | ||
Item 7.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk | 39 | ||
Item 8.
|
Financial Statements and Supplementary Data | 42 | ||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 42 | ||
Item 9A.
|
Controls and Procedures | 42 | ||
Item 9B.
|
Other Information | 42 | ||
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PART III | ||||
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Item 10.
|
Directors, Executive Officers, and Corporate Governance | 43 | ||
Item 11.
|
Executive Compensation | 43 | ||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 43 | ||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence | 44 | ||
Item 14.
|
Principal Accountant Fees and Services | 44 | ||
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PART IV | ||||
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Item 15.
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Exhibits and Financial Statement Schedules | 44 |
1
2
3
4
5
6
7
8
9
10
11
12
13
Maryland, Virginia, West Virginia and Delaware
New Jersey and eastern Pennsylvania
Kentucky, New York, Ohio, western Pennsylvania and Indiana
North Carolina, South Carolina, Florida and Tennessee
the availability of mortgage financing;
actual and expected direction of interest rates, which affect our
costs, the availability of construction financing, and long-term financing for
potential purchasers of homes;
the availability of adequate land in desirable locations on favorable
terms;
unexpected changes in customer preferences; and
changes in the national economy and in the local economies of the markets
in which we have operations.
for suitable and desirable lots at acceptable prices;
from selling incentives offered by competing builders within and
across developments; and
from the existing home resale market.
Name
Age
Positions
55
President and Chief Executive Officer of NVR
56
President of NVRM
56
Senior Vice President, Chief Financial Officer and Treasurer of NVR
44
Vice President and Controller of NVR
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
HIGH
LOW
$
699.28
$
611.50
$
680.05
$
595.00
$
769.50
$
627.43
$
759.27
$
655.00
$
742.00
$
607.00
$
698.28
$
477.41
$
533.89
$
416.24
$
500.05
$
310.69
Maximum Number (or
Total Number of
Approximate Dollar
Shares Purchased as
Value) of Shares
Average Price
Part of Publicly
that May Yet Be
Total Number of
Paid
Announced Plans or
Purchased Under the
Period
Shares Purchased
per Share
Programs
Plans or Programs
$
148,986,000
52,216
$
627.94
52,216
$
116,198,000
11,300
$
619.33
11,300
$
109,200,000
63,516
$
626.41
63,516
Year Ended December 31,
2010
2009
2008
2007
2006
$
2,980,758
$
2,683,467
$
3,638,702
$
5,048,187
$
6,036,236
542,466
497,734
457,692
821,128
1,334,971
61,134
60,381
54,337
81,155
97,888
5,411
2,979
3,955
4,900
7,704
1,126
1,184
754
681
2,805
$
206,005
$
192,180
$
100,892
$
333,955
$
587,412
$
33.42
$
31.26
$
17.04
$
54.14
$
88.05
December 31,
2010
2009
2008
2007
2006
$
431,329
$
418,718
$
400,570
$
688,854
$
733,616
100,786
49,906
29,073
188,528
402,170
2,260,061
2,395,770
2,103,236
2,194,416
2,473,808
92,089
147,880
210,389
286,283
356,632
1,740,374
1,757,262
1,373,789
1,129,375
1,152,074
(1)
For the years ended December 31, 2010, 2009, 2008, 2007 and 2006, income from continuing
operations per diluted share was computed based on 6,164,617; 6,148,769; 5,920,285; 6,167,795
and 6,671,571 shares, respectively, which represents the weighted average number of shares and
share equivalents outstanding for each year.
Year Ended December 31,
2010
2009
2008
$
2,980,758
$
2,683,467
$
3,638,702
$
2,438,292
$
2,185,733
$
3,181,010
18.2
%
18.5
%
12.6
%
$
257,394
$
233,152
$
308,739
10,030
9,042
10,741
$
297.1
$
296.4
$
338.4
9,415
9,409
8,760
$
304.0
$
292.7
$
311.3
2,916
3,531
3,164
$
328.6
$
304.9
$
316.9
14
%
14
%
23
%
Year Ended December 31,
2010
2009
2008
$
1,780,521
$
1,661,244
$
2,161,764
287,561
254,654
347,142
632,377
505,431
659,649
280,299
262,138
470,147
$
2,980,758
$
2,683,467
$
3,638,702
$
338,586
$
307,525
$
294,699
48,528
42,282
46,607
109,579
85,931
104,761
41,074
36,490
60,173
$
537,767
$
472,228
$
506,240
$
209,496
$
185,861
$
103,690
25,091
19,572
13,182
56,882
38,012
39,643
10,870
7,384
7,904
$
302,339
$
250,829
$
164,419
19.0
%
18.5
%
13.6
%
16.9
%
16.6
%
13.4
%
17.3
%
17.0
%
15.9
%
14.7
%
13.9
%
12.8
%
Year Ended December 31,
2010
2009
2008
Average
Average
Average
Units
Price
Units
Price
Units
Price
5,043
$
353.0
4,722
$
351.8
5,240
$
412.5
920
$
312.5
882
$
288.7
1,086
$
319.7
2,886
$
219.0
2,323
$
216.3
2,762
$
237.4
1,181
$
237.2
1,115
$
235.1
1,653
$
284.4
10,030
$
297.1
9,042
$
296.4
10,741
$
338.4
4,775
$
365.1
4,809
$
347.4
4,290
$
373.4
827
$
317.3
904
$
293.5
884
$
298.5
2,656
$
221.3
2,552
$
217.3
2,380
$
229.5
1,157
$
231.9
1,144
$
230.2
1,206
$
261.2
9,415
$
304.0
9,409
$
292.7
8,760
$
311.3
1,595
$
396.2
1,863
$
359.0
1,776
$
371.3
232
$
315.9
325
$
302.8
303
$
288.8
730
$
234.7
960
$
224.7
731
$
223.9
359
$
227.6
383
$
244.1
354
$
260.5
2,916
$
328.6
3,531
$
304.9
3,164
$
316.9
Year Ended December 31,
2010
2009
2008
11.3
%
14.4
%
24.4
%
16.4
%
14.5
%
19.7
%
15.0
%
13.9
%
17.7
%
18.9
%
14.8
%
28.9
%
171
168
205
33
37
39
108
100
118
59
50
65
371
355
427
As of December 31,
2010
2009
2008
$
182,128
$
219,885
$
215,587
20,703
36,315
31,321
43,506
60,107
41,751
23,711
21,521
29,781
$
270,048
$
337,828
$
318,440
$
42,682
$
47,120
$
30,370
3,687
4,152
4,195
11,089
16,353
14,549
8,967
4,783
5,878
$
66,425
$
72,408
$
54,992
Year Ended December 31,
2010
2009
2008
$
1,520
$
1,286
$
1,163
420
598
573
434
592
69
820
268
129
$
3,194
$
2,744
$
1,934
As of December 31,
2010
2009
2008
30,201
26,938
23,711
4,025
3,898
3,619
11,061
10,163
11,027
7,023
5,338
6,626
52,310
46,337
44,983
5,973
6,575
7,565
594
846
1,879
2,055
2,022
3,553
1,678
1,363
3,738
10,300
10,806
16,735
$
82,165
$
38,729
$
17,953
8,525
3,513
1,233
11,876
5,242
6,788
4,830
3,161
1,332
$
107,396
$
50,645
$
27,306
Year Ended December 31,
2010
2009
2008
$
9,150
$
18,425
$
81,834
4,898
2,489
11,190
1,686
7,244
10,393
4,618
5,236
20,081
$
20,352
$
33,394
$
123,498
Year Ended December 31,
2010
2009
2008
$
338,586
$
307,525
$
294,699
48,528
42,282
46,607
109,579
85,931
104,761
41,074
36,490
60,173
4,699
25,506
(48,548
)
$
542,466
$
497,734
$
457,692
Year Ended December 31,
2010
2009
2008
$
209,496
$
185,861
$
103,690
25,090
19,572
13,182
56,882
38,012
39,643
10,870
7,384
7,904
16,206
42,939
(41,134
)
(50,357
)
(43,495
)
(38,681
)
65,971
61,753
108,509
(55,992
)
(44,103
)
(52,696
)
15,848
4,970
24,437
(11,686
)
(4,546
)
(9,810
)
(12,417
)
(12,870
)
12,254
(23,668
)
$
289,468
$
263,083
$
140,751
(1)
The year over year variances in consolidation adjustments and other relates
primarily to changes to the contract land deposit impairment reserve, which are not
allocated to the reportable segments.
(2)
This item represents changes to the contract land deposit impairment reserve,
which are not allocated to the reportable segments. During both 2010 and 2009,
unallocated reserves decreased from the respective prior years primarily as a result of
charging previously reserved land impairments to the operating segments and certain
recoveries of deposits previously determined to be impaired.
(3)
The increase in equity-based compensation expense in 2010 compared to the prior
year was primarily due to the granting of non-qualified stock options and restricted
share units from the 2010 Equity Incentive Plan in the current year. The current year
increase in stock based compensation expense was partially offset by an approximate
$7,000 pre-tax reversal of stock-based compensation expense attributable to an
adjustment of our option forfeiture estimates based on our actual forfeiture
experience.
(4)
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 segments monthly average asset balance, and is as
follows for the years presented:
Year Ended December 31,
2010
2009
2008
$
44,758
$
40,765
$
73,042
5,926
6,473
10,081
9,657
8,863
12,902
5,630
5,652
12,484
$
65,971
$
61,753
$
108,509
(5)
The increases in unallocated corporate overhead in 2010 from 2009 is
attributable to increased personnel levels year over year and to higher management
incentive costs as the 2009 incentive plan was limited to a payout of 50% of the
maximum bonus opportunity. The decrease in 2009 from 2008 was primarily driven by a
reduction in personnel and other overhead costs as part of our focus to size our
organization to meet current activity levels.
(6)
The 2008 impairment charge relates to the write-off of goodwill and indefinite
life intangible assets related to the Companys 2005 acquisition of Rymarc Homes and
the goodwill related to the 1997 acquisition of Fox Ridge Homes.
2010
2009
2008
$
2,219,946
$
2,060,376
$
2,351,341
4
%
1
%
5
%
96
%
99
%
95
%
$
35,704
$
38,138
$
29,227
(2,779
)
(2,807
)
(2,523
)
$
32,925
$
35,331
$
26,704
90
%
91
%
85
%
$
46,225
$
46,960
$
38,921
14,108
12,787
14,581
801
634
835
$
61,134
$
60,381
$
54,337
Payments due by period
Less than
1-3
3-5
More than
Total
1 year
years
years
5 years
$
90,338
$
90,338
$
$
$
2,359
346
1,288
725
74,408
19,014
24,020
14,448
16,926
43,178
*
*
*
*
9,323
1,863
3,730
3,730
$
28,963
28,377
586
$
248,569
$
139,938
$
29,624
$
18,903
$
16,926
(a)
See Note 6 in the accompanying consolidated financial statements for additional
information regarding debt and related matters.
(b)
The present value of these obligations is included on the Consolidated Balance Sheets. See
Note 6 in the accompanying consolidated financial statements for additional information
regarding capital lease obligations.
(c)
See Note 10 in the accompanying consolidated financial statements for additional information
regarding operating leases.
(d)(*)
Amounts represent required payments of forfeitable deposits with land developers under
existing, fixed price purchase agreements, assuming that contractual development milestones
are met by the developers. We expect to make all payments of these deposits within the next
three years, but due to the nature of the contractual development milestones that must be met,
we are unable to accurately estimate the portion of the deposit obligation that will be made
within one year and that portion that will be made within one to three years.
(e)
We have entered into employment agreements with four of our executive officers. Each of the
agreements expires on January 1, 2016 and provides for payment of a minimum base salary, which
may be increased at the discretion of the Compensation Committee of NVRs Board of Directors
(the Compensation Committee), and annual incentive compensation of up to 100% of base salary
upon achievement of annual performance objectives established by the Compensation Committee.
The agreements also provide for payment of severance benefits upon termination of employment,
in amounts ranging from $0 to two times the executive officers then annual base salary,
depending on the reason for termination, plus up to $100 in outplacement assistance.
Accordingly, total payments under these agreements will vary based on length of service, any
future increases to base salaries, annual incentive payments earned, and the reason for
termination. The agreements have been reflected in the above table assuming the continued
employment of the executive officers for the full term of the respective agreements, and at
the executive officers current base salaries. The above balances do not include any
potential annual incentive compensation. The actual amounts paid could differ from that
presented.
(f)
Amounts represent payments due under incentive compensation plans and are included on the
Consolidated Balance Sheet, approximately $2,900 of which is recorded in the Mortgage Banking
accounts payable and other liabilities line item.
Fair
2011
2012
2013
2014
2015
Thereafter
Total
Value
$
181,697
$
181,697
$
177,244
4.2
%
4.2
%
$
90,338
$
90,338
$
90,338
4.1
%
4.1
%
$
4,904
$
4,904
$
4,904
557
557
557
$
1,163,623
$
1,163,623
$
1,163,623
0.3
%
0.3
%
$
346
$
644
$
644
$
669
$
56
$
$
2,359
$
2,359
13.1
%
13.2
%
13.3
%
13.9
%
14.1
%
13.2
%
(a)
Average interest rate is net of credits received for compensating cash balances.
(b)
Represents the fair value recorded pursuant to ASC 815,
Derivatives and Hedging
.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
.
Item 9A.
Controls and Procedures.
Item 9B.
Other Information.
None.
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
Item 10.
Directors, Executive Officers, and Corporate Governance.
Item 11.
Executive Compensation.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
Number of
securities
remaining available
Number of
for future issuance
securities to be
under equity
issued upon
Weighted-average
compensation plans
exercise of
exercise price of
(excluding
outstanding
outstanding
securities
options, warrants
options, warrants
reflected in the
Plan category
and rights
and rights
first column)
533,638
$
469.99
270,247
669,514
$
458.02
1,203,152
$
463.33
270,247
(1)
This category includes the restricted share units (RSUs) authorized by
the 2010 Equity Incentive Plan, which was approved by our shareholders at the
May 4, 2010 Annual Meeting. At December 31, 2010, there are 149,727 RSUs
outstanding, issued at a $0 exercise price. Of the total 270,247 shares
remaining available for future issuance, up to 90,273 may be issued as RSUs.
Item 13.
Certain Relationships and Related Transactions, and Director
Independence.
Item 14.
Principal Accountant Fees and Services.
Item 15.
Exhibits and Financial Statement Schedules.
1.
Financial Statements
NVR, Inc. Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Shareholders Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2.
Exhibits
Exhibit
Number
Description
Restated Articles of Incorporation of NVR, Inc. (NVR). Filed herewith.
Bylaws, as amended, of NVR, Inc. Filed herewith.
Indenture dated as of April 14, 1998 between NVR, as issuer and the
Bank of New York as trustee. Filed as Exhibit 4.3 to NVRs Current Report on
Form 8-K filed April 23, 1998 and incorporated herein by reference.
Form of Note (included in Indenture filed as Exhibit 4.1).
Employment Agreement between NVR, Inc. and Paul C. Saville dated
December 21, 2010. Filed as Exhibit 10.1 to NVRs Form 8-K filed on December 21,
2010 and incorporated herein by reference.
Employment Agreement between NVR, Inc. and Dennis M. Seremet dated
December 21, 2010. Filed as Exhibit 10.2 to NVRs Form 8-K filed on December
21, 2010 and incorporated herein by reference.
Employment Agreement between NVR, Inc. and Robert A. Goethe dated
December 21, 2010. Filed as Exhibit 10.3 to NVRs Form 8-K filed on December 21,
2010 and incorporated herein by reference.
Exhibit
Number
Description
Employment Agreement between NVR, Inc. and Robert W. Henley dated
December 21, 2010. Filed as Exhibit 10.4 to NVRs Form 8-K filed on December 21,
2010 and incorporated herein by reference.
Profit Sharing Plan of NVR, Inc. and Affiliated Companies. Filed as
Exhibit 4.1 to NVRs Registration Statement on Form S-8 (No. 333-29241) filed
June 13, 1997 and incorporated herein by reference.
Employee Stock Ownership Plan of NVR, Inc. Incorporated by
reference to NVRs Annual Report on Form 10-K/A for the year ended December 31,
1994.
NVR, Inc. 1998 Management Long-Term Stock Option Plan. Filed as
Exhibit 4 to NVRs Registration Statement on Form S-8 (No. 333-79951) filed June
4, 1999 and incorporated herein by reference.
NVR, Inc. 1998 Directors Long-Term Stock Option Plan. Filed as
Exhibit 4 to NVRs Registration Statement on Form S-8 (No. 333-79949) filed June
4, 1999 and incorporated herein by reference.
NVR, Inc. Management Long-Term Stock Option Plan. Filed as Exhibit 99.3 to
NVRs Registration Statement on Form S-8 (No. 333-04975) filed May 31, 1996 and
incorporated herein by reference.
NVR, Inc. 2000 Broadly-Based Stock Option Plan. Filed as Exhibit 99.1 to NVRs
Registration Statement on Form S-8 (No. 333-56732) filed March 8, 2001 and
incorporated herein by reference.
NVR, Inc. Nonqualified Deferred Compensation Plan. Filed as Exhibit 10.1 to
NVRs Form 8-K filed on December 16, 2005 and incorporated herein by reference.
Description of the Board of Directors compensation arrangement. Filed as
Exhibit 10.27 to NVRs Annual Report on Form 10-K for the period ended December
31, 2004 and incorporated herein by reference.
The NVR, Inc. 2010 Equity Incentive Plan. Filed as exhibit 10.1 to NVRs Form S-8
filed on May 4, 2010 and incorporated herein by reference.
The Form of Non-Qualified Stock Option Agreement (Management grants) under the
NVR, Inc. 2010 Equity incentive Plan. Filed as exhibit 10.1 to NVRs Form 8-K
filed on May 6, 2010 and incorporated herein by reference.
The Form of Non-Qualified Stock Option Agreement (Director grants) under the NVR,
Inc. 2010 Equity incentive Plan. Filed as exhibit 10.2 to NVRs Form 8-K filed on
May 6, 2010 and incorporated herein by reference.
The Form of Restricted Share Units Agreement (Management grants) under the
NVR, Inc. 2010 Equity incentive Plan. Filed as exhibit 10.3 to NVRs Form 8-K
filed on May 6, 2010 and incorporated herein by reference.
The Form of Restricted Share Units Agreement (Director grants) under the NVR,
Inc. 2010 Equity incentive Plan. Filed as exhibit 10.4 to NVRs Form
8-K filed on May 6, 2010 and incorporated herein by reference.
Director Resignation Agreement with all Class II director nominees
and current Class I directors, dated February 22, 2010. Filed as Exhibit 10.1 to
NVRs Form 8-K filed February 23, 2010 and incorporated herein by reference.
Exhibit
Number
Description
The Form of Non-Qualified Stock Option Agreement under the NVR, Inc. 2000
Broadly Based Stock Option Plan. Filed as Exhibit 10.1 to NVRs Form 8-K filed
January 3, 2008 and incorporated herein by reference.
The Form of Non-Qualified Stock Option Agreement under the 1998 Directors
Long-Term Stock Option Plan. Filed as Exhibit 10.34 to NVRs Annual Report on
Form 10-K for the period ended December 31, 2007 and incorporated herein by
reference.
Repurchase Agreement dated August 5, 2008 among NVR Finance and U.S.
Bank National Association, as Agent, and other lenders party thereto. Filed as
Exhibit 10.1 to NVRs Form 8-K filed on August 8, 2008 and incorporated herein by
reference.
Summary of 2011 Named Executive Officer annual incentive compensation plan.
Filed herewith.
First Amendment to Repurchase Agreement dated August 5, 2008 among
NVR Finance and U.S. Bank National Association, as agent and a Buyer, and the
other Buyers. Filed as Exhibit 10.1 to NVRs Form 8-K filed August 7, 2009 and
incorporated herein by reference.
Second Amendment to Master Repurchase Agreement dated July 30, 2010
among U.S. Bank National Association, as Agent and a Buyer, the other Buyers
party hereto and NVR Mortgage Finance, Inc., as Seller. Filed as Exhibit 10.6 to
NVRs Quarterly report on Form 10-Q for the Quarter ended June 30, 2010 and
incorporated herein by reference.
NVR, Inc. Subsidiaries. Filed herewith.
Consent of KPMG LLP (Independent Registered Public Accounting Firm).
Filed herewith.
Certification of NVRs Chief Executive Officer pursuant to Rule
13a-14(a). Filed herewith.
Certification of NVRs Chief Financial Officer pursuant to Rule
13a-14(a). Filed herewith.
Certification of NVRs Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
Exhibit is a management contract or compensatory plan or arrangement.
NVR, Inc.
By:
/s/ Paul C. Saville
Paul C. Saville
President and Chief Executive Officer
Signature
Title
Date
Chairman
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Director
February 25, 2011
Principal Executive Officer
February 25, 2011
Principal Financial Officer
February 25, 2011
Principal Accounting Officer
February 25, 2011
NVR, Inc.:
February 25, 2011
NVR, Inc.:
February 25, 2011
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2010
2009
$
1,190,731
$
1,248,689
219,535
6,948
7,995
275,272
337,523
70,542
73,673
78,058
7,457
7,522
431,329
418,718
22,371
70,430
100,786
49,906
19,523
20,215
41,580
41,580
184,930
200,340
58,075
58,319
2,056,273
2,335,727
2,661
1,461
177,244
40,097
950
446
7,347
7,347
15,586
10,692
203,788
60,043
$
2,260,061
$
2,395,770
Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
December 31,
2010
2009
$
115,578
$
120,464
237,052
221,352
500
65,915
7,592
53,705
63,591
1,751
2,166
133,370
416,178
606,858
13,171
19,306
90,338
12,344
103,509
31,650
519,687
638,508
206
206
951,234
830,531
(27,582
)
(40,799
)
27,582
40,799
4,029,072
3,823,067
(3,240,138
)
(2,896,542
)
1,740,374
1,757,262
$
2,260,061
$
2,395,770
Consolidated Statements of Income
(in thousands, except per share data)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
2,980,758
$
2,683,467
$
3,638,702
9,299
8,697
16,386
(2,438,292
)
(2,185,733
)
(3,181,010
)
(257,394
)
(233,152
)
(308,739
)
294,371
273,279
165,339
(4,903
)
(10,196
)
(12,902
)
(11,686
)
289,468
263,083
140,751
61,134
60,381
54,337
5,411
2,979
3,955
767
629
745
(33,261
)
(27,474
)
(31,579
)
(1,126
)
(1,184
)
(754
)
32,925
35,331
26,704
322,393
298,414
167,455
(116,388
)
(106,234
)
(66,563
)
$
206,005
$
192,180
$
100,892
$
34.96
$
33.10
$
18.76
$
33.42
$
31.26
$
17.04
5,893
5,807
5,379
6,165
6,149
5,920
Consolidated Statements of Shareholders Equity
(in thousands)
Additional
Deferred
Deferred
Common
Paid-in
Retained
Treasury
Compensation
Compensation
Stock
Capital
Earnings
Stock
Trust
Liability
Total
$
206
$
663,631
$
3,529,995
$
(3,064,457
)
$
(75,636
)
$
75,636
$
1,129,375
100,892
100,892
786
(786
)
(128
)
128
41,204
41,204
50,240
50,240
52,078
52,078
(84,888
)
84,888
206
722,265
3,630,887
(2,979,569
)
(74,978
)
74,978
1,373,789
192,180
192,180
34,179
(34,179
)
46,302
46,302
66,448
66,448
78,543
78,543
(83,027
)
83,027
206
830,531
3,823,067
(2,896,542
)
(40,799
)
40,799
1,757,262
206,005
206,005
13,217
(13,217
)
(417,079
)
(417,079
)
53,136
53,136
63,558
63,558
77,492
77,492
(73,483
)
73,483
$
206
$
951,234
$
4,029,072
$
(3,240,138
)
$
(27,582
)
$
27,582
$
1,740,374
Consolidated Statements of Cash Flows
(in thousands)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
206,005
$
192,180
$
100,892
7,263
9,713
13,641
(63,558
)
(66,448
)
(50,240
)
53,136
46,302
41,204
4,264
(6,464
)
165,024
(46,225
)
(46,960
)
(38,921
)
(167
)
(358
)
472
(251
)
11,686
13,558
21,905
(12,048
)
(2,109,505
)
(1,943,074
)
(2,046,575
)
2,011,765
2,018,151
2,115,607
2,554
2,072
4,321
1,307
(8,783
)
(18,148
)
288,284
(53,866
)
(14,848
)
29
1,532
3,682
(1,016
)
56,752
82,578
(157,111
)
(20,644
)
(38,641
)
27,363
55,388
241,642
462,361
(150,000
)
(858,362
)
369,535
638,827
(2,000
)
1,193
(6,943
)
(3,044
)
(6,899
)
655
962
1,401
212,440
(221,617
)
(5,498
)
(417,079
)
(128
)
77,579
(32,559
)
(39,214
)
7,592
(133,370
)
(29,950
)
(36,405
)
63,558
66,448
50,240
77,492
78,543
52,078
(324,228
)
82,482
26,571
(56,400
)
102,507
483,434
1,250,150
1,147,643
664,209
$
1,193,750
$
1,250,150
$
1,147,643
Consolidated Statements of Cash Flows (Continued)
(in thousands)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
5,805
$
10,010
$
12,656
$
40,669
$
(28,807
)
$
65,128
$
(25,214
)
$
$
$
$
(976
)
$
(10,346
)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
5,893,105
5,806,773
5,379,409
271,512
341,996
540,876
6,164,617
6,148,769
5,920,285
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Homebuilding North East New Jersey and eastern Pennsylvania
Homebuilding Mid East Kentucky, New York, Ohio, western Pennsylvania and
Indiana
Homebuilding South East North Carolina, South Carolina, Florida and Tennessee
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended December 31,
2010
2009
2008
$
1,780,521
$
1,661,244
$
2,161,764
287,561
254,654
347,142
632,377
505,431
659,649
280,299
262,138
470,147
61,134
60,381
54,337
$
3,041,892
$
2,743,848
$
3,693,039
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended December 31,
2010
2009
2008
$
209,496
$
185,861
$
103,690
25,090
19,572
13,182
56,882
38,012
39,643
10,870
7,384
7,904
35,704
38,138
29,227
338,042
288,967
193,646
16,206
42,939
(41,134
)
(53,136
)
(46,302
)
(41,204
)
65,971
61,753
108,509
(55,992
)
(44,103
)
(52,696
)
15,848
4,970
24,437
(11,686
)
(4,546
)
(9,810
)
(12,417
)
(15,649
)
9,447
(26,191
)
$
322,393
$
298,414
$
167,455
As of December 31,
2010
2009
2008
$
414,090
$
448,019
$
403,439
35,827
54,132
53,732
78,246
94,225
82,976
43,041
37,663
53,890
196,441
52,696
83,432
767,645
686,735
677,469
22,371
70,430
114,930
1,190,731
1,248,689
1,146,426
78,058
219,535
184,930
200,340
223,393
48,927
48,927
48,927
(73,517
)
(94,940
)
(155,858
)
40,916
16,054
47,949
1,492,416
1,709,035
1,425,767
$
2,260,061
$
2,395,770
$
2,103,236
Year Ended December 31,
2010
2009
2008
$
5,411
$
2,979
$
3,955
5,411
2,979
3,955
5,301
5,407
10,909
$
10,712
$
8,386
$
14,864
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended December 31,
2010
2009
2008
$
45,082
$
41,130
$
73,441
5,936
6,475
10,084
9,669
8,873
12,976
5,641
5,661
12,493
1,126
1,184
754
67,454
63,323
109,748
(65,971
)
(61,753
)
(108,509
)
4,546
9,810
12,417
$
6,029
$
11,380
$
13,656
Year Ended December 31,
2010
2009
2008
$
3,369
$
4,351
$
7,005
515
612
974
1,224
1,233
1,626
758
1,163
1,715
362
357
395
6,228
7,716
11,715
1,035
1,997
1,926
$
7,263
$
9,713
$
13,641
Year Ended December 31,
2010
2009
2008
$
2,165
$
1,511
$
3,142
440
414
508
2,247
741
1,372
583
269
1,369
883
87
305
6,318
3,022
6,696
625
22
203
$
6,943
$
3,044
$
6,899
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(1)
This item represents changes to the contract land deposit impairment reserve,
which are not allocated to the reportable segments. During both 2010 and 2009,
unallocated reserves decreased from the respective prior years primarily as a result of
charging previously reserved land impairments to the operating segments and to certain
recoveries of deposits previously determined to be impaired.
(2)
The increase in equity-based compensation expense in 2010 compared to the prior
year was primarily due to the granting of non-qualified stock options and restricted
share units from the 2010 Equity Incentive Plan in the current year. The current year
increase in stock based compensation expense was partially offset by an approximate
$7,600 pre-tax reversal of stock-based compensation expense attributable to an
adjustment of the Companys option forfeiture estimates based on the Companys actual
forfeiture experience.
(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 segments monthly average asset balance, and is as
follows for the years presented:
Year Ended December 31,
2010
2009
2008
$
44,758
$
40,765
$
73,042
5,926
6,473
10,081
9,657
8,863
12,902
5,630
5,652
12,484
$
65,971
$
61,753
$
108,509
(4)
The increases in unallocated corporate overhead in 2010 from 2009 is
attributable to increased personnel levels year over year and to higher management
incentive costs as the prior year incentive plan was limited to a payout of 50% of the
maximum bonus opportunity. The decrease in 2009 from 2008 was primarily driven by a
reduction in personnel and other overhead costs as part of the Companys focus to size
the organization to meet current activity levels.
(5)
The 2008 impairment charge relates to the write-off of goodwill and indefinite
life intangible assets related to the Companys 2005 acquisition of Rymarc Homes and
the goodwill related to the 1997 acquisition of Fox Ridge Homes.
(6)
The decrease in consolidated variable interest entities (VIEs) was
attributable to the adoption of amended ASC 810, which resulted in the deconsolidation
in 2010 of all VIEs consolidated in 2009. The current year balance relates to the
assets of one joint venture consolidated under ASC 810. See Note 3 for additional
discussion of VIEs.
(7)
Land under development is not allocated to the respective operating segment
until the building lots are finished. See Note 3 for additional discussion of land
under development.
(8)
The increase in consolidation adjustments and other was attributable to an
approximate $18,000 increase in restricted cash resulting from the transition to a new
letter of credit agreement which requires the Company to maintain cash reserves equal
to the value of letter of credits outstanding. The decrease in 2009 from 2008 was
primarily attributable to changes in the corporate consolidation entries based on
production volumes year over year.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
December 31, 2010
$
174,303
(73,517
)
100,786
6,610
1,944
$
109,340
(1)
At December 31, 2010, the Company was committed to purchase 43 finished lots under
specific performance obligations.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
December 31, 2010
$
358
501
126
21,386
$
22,371
$
7,592
59
14,720
$
22,371
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
December 31,
2010
2009
$
13,554
$
13,324
16,545
18,354
28,398
28,581
3,976
3,976
62,473
64,235
(42,950
)
(44,020
)
$
19,523
$
20,215
$
4,088
$
3,586
(3,138
)
(3,140
)
$
950
$
446
December 31,
2010
2009
$
$
$
1,751
$
2,166
$
$
133,370
$
90,338
$
12,344
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(a)
During 2010 and 2009, the Company, as borrower, had available a $300,000 unsecured
working capital revolving credit facility (the Facility). Effective October 27, 2010, the
Company voluntarily terminated the Facility which was set to expire on December 6, 2010. The
Company currently does not intend to enter into a new credit facility; however, effective
October 27, 2010, the Company entered into an uncommitted collateralized letter of credit
facility to issue letters of credit in our ordinary course of business. See Note 10 for
further discussion of letters of credit.
(b)
The capital lease obligations have fixed interest rates ranging from 13.1% to 14.1% and are
collateralized by land, buildings and equipment with a net book value of approximately $681
and $866 at December 31, 2010 and 2009, respectively.
The following schedule provides future minimum lease payments under all capital leases
together with the present value as of December 31, 2010:
Year ending December 31,
$
346
644
644
669
56
2,359
(608
)
$
1,751
(c)
On June 17, 2003, NVR completed an offering, at par, for $200,000 of 5% Senior Notes due
2010 (the Senior Notes) under a shelf registration statement filed in 1998 with the
Securities and Exchange Commission (the SEC). The Senior Notes bore interest at 5%, payable
semi-annually in arrears on June 15 and December 15. The Senior Notes matured on June 15,
2010, and upon their maturity, the Company redeemed the $133,370 in outstanding Senior Notes
at par.
On September 8, 2008, the Company filed a shelf registration statement (the 2008 Shelf
Registration) with the SEC to register for future offer and sale an unlimited amount of
debt securities, common shares, preferred shares, depositary shares representing preferred
shares and warrants. This discussion of the 2008 Shelf Registration does not constitute an
offer of any securities for sale.
(d)
On July 30, 2010, NVRM renewed and amended its Master Repurchase Agreement dated August 5,
2008 with U.S. Bank National Association, as Agent and representative of itself as a Buyer,
and the other Buyers thereto (the Master Repurchase Agreement) pursuant to a Second
Amendment to Master Repurchase Agreement with U.S. Bank National Association, as Agent and
representative of itself as Buyer (Agent), and the other Buyers thereto (together with the
Master Repurchase Agreement, the Repurchase Agreement). The purpose of the Repurchase
Agreement is to finance the origination of mortgage loans by NVRM. The Repurchase Agreement
provides for loan purchases up to $100,000, subject to certain sub limits. In addition, the
Repurchase Agreement provides for an accordion feature under which NVRM may request that the
aggregate commitments under the Repurchase Agreement be increased to an amount up to $125,000.
The Repurchase Agreement expires on August 2, 2011.
Advances under the Repurchase Agreement carry a Pricing Rate based on the Libor Rate plus
the
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year ending December 31,
$
90,441
456
520
616
56
$
92,089
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
96,449
$
69,911
$
63,614
12,468
8,556
9,785
6,352
23,474
(5,702
)
1,119
4,293
(1,134
)
$
116,388
$
106,234
$
66,563
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
63,558
$
66,448
$
50,240
December 31,
2010
2009
$
96,459
$
104,907
11,642
16,897
49,469
43,149
5,495
5,477
24,514
25,671
5,856
10,480
193,435
206,581
948
531
$
192,487
$
206,050
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
112,838
$
104,445
$
58,609
7,731
7,467
6,004
(4,181
)
(5,678
)
1,950
$
116,388
$
106,234
$
66,563
Year Ended
Year Ended
December 31, 2010
December 31, 2009
$
48,669
$
53,339
72
4,092
2,769
(8,039
)
(7,511
)
$
44,722
$
48,669
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
During 1996, the Companys shareholders approved the Board of Directors
adoption of the Management Long-Term Stock Option Plan (the 1996 Option Plan).
There are 2,000,000 Options authorized under the Management Long Term Stock Option
Plan. All Options were granted at an exercise price equal to the closing price of
the Companys common stock on the New York Stock Exchange on the day prior to the
date of grant. The outstanding Options expire 10 years after the dates upon which
they were granted, and vest annually in 25% increments beginning on December 31,
2006, or later depending on the date of grant. There are no grants remaining
available to issue from the 1996 Option Plan.
During 1999, the Companys shareholders approved the Board of Directors
adoption of the 1998 Management Long-Term Stock Option Plan (the 1998 Option
Plan). There are 1,000,000 Options authorized under the 1998 Option Plan. All
Options were granted at an exercise price equal to the closing price of the
Companys common stock on the New York Stock Exchange on the day prior to the date
of grant. The Options expire 10 years after the dates upon which they were
granted. The outstanding Options generally vest in 25% increments beginning on
December 31, 2006, or later depending on the date of grant. There are no grants
remaining available to issue from the 1998 Option Plan.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
During 1999, the Companys shareholders approved the Board of Directors
adoption of the 1998 Directors Long Term Stock Option Plan (the 1998 Directors
Plan). There were 150,000 Options to purchase shares of common stock authorized
for grant to the Companys outside directors under the 1998 Directors Plan. All
Options are granted at an exercise price equal to the closing price of the
Companys common stock on the New York Stock Exchange on the day prior to the date
of grant. The Options were granted for a 10-year period and generally vest
annually in twenty-five percent (25%) increments beginning on December 31, 2006,
or later as determined by the date of grant. There are no grants remaining
available to issue from the 1998 Directors Plan.
During 2000, the Board approved the 2000 Broadly-Based Stock Option Plan (the
2000 Plan). The Company did not seek approval from its shareholders for the
2000 Plan. There are 2,000,000 Options authorized under the 2000 Plan. All
Options are granted at an exercise price equal to the closing price of the
Companys common stock on the New York Stock Exchange on the day prior to the date
of grant. Grants under the 2000 Plan are available to both employees and members
of the Board. The distribution of Options to key employees and members of the
board, in aggregate, are limited to 50% or less of the total options authorized
under the 2000 Plan. Options granted under the 2000 Plan expire 10 years from the
date of grant, and generally vest annually in 25% increments beginning on December
31, 2006, or later depending on the date of grant. There are no grants remaining
available to issue from the 2000 Plan.
During 2010, the Companys shareholders approved the Board of Directors
adoption of the 2010 Equity Incentive Plan (the 2010 Equity Plan). The 2010
Equity Plan authorizes the Company to issue non-qualified stock options
(Options) and restricted share units (RSUs) to key management employees,
including executive officers and Board members, to acquire up to an aggregate
700,000 shares of the Companys common stock. Of the 700,000 aggregate shares
available to issue, up to 240,000 may be granted in the form of RSUs. All Options
are granted at an exercise price equal to the closing price of the Companys
common stock on the New York Stock Exchange on the day prior to the date of grant,
and all RSUs are granted at a $0 exercise price. The Options and RSUs are granted
for a 10-year period. The RSUs generally vest annually in 50% increments
beginning on December 31, 2011, and the Options generally vest as to 50% of the
underlying shares in annual increments beginning on December 31, 2013. At
December 31, 2010, there were 270,247 shares available to be granted under the
2010 Equity Plan, of which 90,273 may be granted as RSUs.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Weighted
Weighted
Average
Average
Remaining
Aggregate
Exercise
Contract Life
Intrinsic
Options
Price
(Years)
Value
999,142
$
342.08
434,833
701.94
(359,765
)
218.55
(20,723
)
524.91
(62
)
759.00
1,053,425
$
529.18
6.2
$
170,486
567,383
$
400.94
3.3
$
164,586
150,504
(777
)
149,727
$
103,464
$
(1)
RSUs granted in the current year were issued at a $0 exercise price.
2010
2009
2008
5.02 years
4.70 years
3.95 years
0.99% - 2.84
%
1.78% - 3.65
%
1.00% - 4.19
%
34.34% - 41.12
%
31.83% - 41.72
%
31.57% - 38.75
%
0.00
%
0.00
%
0.00
%
$
256.35
$
187.10
$
156.85
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
2010
2009
2008
$
78,626
$
79,157
$
70,978
$
165,007
$
135,652
$
175,190
(1)
Aggregate exercise proceeds include the option exercise price received in cash or
the fair market value of NVR stock surrendered by the optionee in lieu of cash.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year ended December 31,
$
19,014
13,715
10,305
8,188
6,260
16,926
74,408
(1,201
)
$
73,207
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
$
64,417
$
68,084
$
70,284
44,633
35,688
40,468
(39,263
)
(39,355
)
(42,668
)
$
69,787
$
64,417
$
68,084
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
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).
Balance
Sheet
Fair
Value
Location
December 31, 2010
NVRM - Other assets
$
5,461
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Assumed
Interest
Total Fair
Notional or
Gain (Loss)
Rate
Servicing
Security
Value
Principal
From Loan
Movement
Rights
Price
Adjustment
Amount
Sale
Effect
Value
Change
Gain/(Loss)
$
96,265
$
(459
)
$
(317
)
$
1,333
$
$
557
$
262,839
4,904
4,904
$
181,697
(907
)
(6,217
)
2,671
(4,453
)
Total Fair Value Measurement, December
31, 2010
(1,366
)
(6,534
)
4,004
4,904
1,008
Less: Fair Value Measurement, December
31, 2009
(788
)
(2,501
)
2,187
2,445
1,343
Total Fair Value Adjustment for the
period ended December 31, 2010
$
(578
)
$
(4,033
)
$
1,817
$
2,459
$
(335
)
Year Ended December 31, 2010
4th
3rd
2nd
1st
Quarter
Quarter
Quarter
Quarter
$
794,470
$
661,935
$
946,972
$
577,381
$
139,505
$
121,152
$
175,497
$
106,312
$
16,535
$
14,234
$
17,532
$
12,833
$
58,698
$
43,944
$
71,276
$
32,087
$
9.96
$
7.31
$
11.13
$
5.01
1,765
2,151
2,559
2,940
2,639
2,127
3,345
1,919
2,916
3,790
3,766
4,552
$
597,949
$
497,404
$
706,551
$
418,042
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Year Ended December 31, 2009
4th
3rd
2nd
1st
Quarter
Quarter
Quarter
Quarter
$
730,140
$
792,510
$
612,488
$
548,329
$
137,919
$
155,868
$
118,248
$
85,699
$
15,662
$
21,506
$
12,943
$
10,270
$
60,639
$
72,127
$
41,426
$
17,988
$
9.61
$
11.59
$
6.79
$
3.02
2,000
2,255
2,728
2,426
2,550
2,671
2,048
1,773
3,531
4,081
4,497
3,817
$
542,147
$
603,317
$
487,618
$
427,294
1
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Page | ||||
ARTICLE I CORPORATE OFFICE
|
1 | |||
1.01 Registered Office
|
1 | |||
1.02 Other Offices
|
1 | |||
ARTICLE II MEETING OF SHAREHOLDERS
|
1 | |||
2.01 Annual Meetings
|
1 | |||
2.02 Place
|
1 | |||
2.03 Notice
|
1 | |||
2.04 Matters to be Considered at Annual Meeting
|
2 | |||
2.05 Special Meetings
|
3 | |||
2.06 Quorum
|
4 | |||
2.07 Voting
|
4 | |||
2.08 Proxies
|
5 | |||
2.09 Fixing Record Date
|
5 | |||
2.10 Conduct of Meetings
|
5 | |||
2.11 Action Without Meeting
|
6 | |||
2.12 Shareholders List for Meeting
|
6 | |||
ARTICLE III DIRECTORS
|
6 | |||
3.01 Powers
|
6 | |||
3.02 Composition of the Board of Directors
|
6 | |||
3.03 Director Nominations
|
7 | |||
3.04 Election and Term of Office
|
8 | |||
3.05 Vacancies
|
8 | |||
3.06 Resignation and Removal of Directors
|
9 | |||
3.07 Place of Meetings
|
9 | |||
3.08 Regular Meetings
|
9 | |||
3.09 Special Meetings Call and Notice
|
9 | |||
3.10 Meetings by Telephone
|
10 | |||
3.11 Quorum; Vote
|
10 | |||
3.12 Presumption of Assent
|
11 | |||
3.13 Board Action Without a Meeting
|
11 | |||
3.14 Advisors
|
11 | |||
3.15 Compensation
|
11 | |||
ARTICLE IV COMMITTEES
|
12 | |||
4.01 Standing Committees
|
12 | |||
4.02 Other Committees
|
12 | |||
4.03 Committee Authority
|
12 | |||
4.04 Conduct of Meetings
|
13 | |||
ARTICLE V OFFICERS
|
13 | |||
5.01 Required Officers; Other Officers
|
13 | |||
5.02 Appointment and Term of Office
|
13 | |||
5.03 Resignation and Removal of Officers
|
13 |
-i-
Page | ||||
5.04 Compensation of Officers
|
14 | |||
ARTICLE VI SHARE PROVISIONS
|
14 | |||
6.01 Issuance of Shares
|
14 | |||
6.02 Liability for Shares Issued before Payment
|
14 | |||
6.03 Certificates Evidencing Shares
|
14 | |||
6.04 Transfers of Stock
|
15 | |||
6.05 Regulations
|
15 | |||
6.06 Lost, Stolen, Destroyed, or Mutilated Certificates
|
15 | |||
ARTICLE VII MISCELLANEOUS
|
15 | |||
7.01 Corporate Records
|
15 | |||
7.02 Corporate Seal
|
16 | |||
7.03 Fiscal Year
|
16 | |||
7.04 Contracts, Checks, Notes and Drafts
|
16 | |||
7.05 Transactions with Affiliates
|
16 | |||
ARTICLE VIII AMENDMENT OF BYLAWS
|
16 |
-ii-
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4
5
6
7
8
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10
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14
15
16
|
Adopted by the Board of Directors on September 30, 1993, amended by the shareholders and the Board of Directors on November 2, 2005, and further amended by the Board of Directors on May 4, 2007, and further amended by the shareholders and the Board of Directors on May 4, 2010. | |||
|
||||
|
|
17
State of | ||
Incorporation or | ||
Name of Subsidiary | Organization | |
NVR Mortgage Finance, Inc.
|
Virginia | |
NVR Settlement Services, Inc.
|
Pennsylvania | |
RVN, Inc.
|
Delaware | |
NVR Services, Inc.
|
Delaware | |
NVR Funding II, Inc.
|
Delaware | |
NVR Funding III, Inc.
|
Delaware |
1. | I have reviewed this report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: February 25, 2011 | By: | /s/ Paul C. Saville | ||
Paul C. Saville | ||||
President and Chief Executive Officer |
1. | I have reviewed this report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: February 25, 2011 | By: | /s/ Dennis M. Seremet | ||
Dennis M. Seremet | ||||
Senior Vice President, Chief Financial
Officer and Treasurer |
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: February 25, 2011 | By: | /s/ Paul C. Saville | ||
Paul C. Saville | ||||
President and Chief Executive Officer | ||||
By: | /s/ Dennis M. Seremet | |||
Dennis M. Seremet | ||||
Senior Vice President, Chief Financial
Officer and Treasurer |
||||