UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-K
_____________________________________________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12378
_________________________________________________
NVR, Inc.
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________________
Virginia
(State or other jurisdiction of incorporation or
organization)
11700 Plaza America Drive, Suite 500
Reston, Virginia
(Address of principal executive offices)
54-1394360
(IRS Employer Identification No.)
20190
(Zip Code)
Registrant’s telephone number, including area code: (703) 956-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, par value $0.01 per share
Trading Symbol(s)
NVR
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
_____________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 and
post 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.
Large accelerated filer
Non-accelerated filer
☒
☐
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal
controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, 2021, the last business day of NVR, Inc.’s most
recently completed second fiscal quarter, was approximately $16,843,142,000.
As of February 14, 2022 there were 3,382,726 total shares of common stock outstanding.
Portions of the Proxy Statement of NVR, Inc. to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities
Exchange Act of 1934 on or prior to April 30, 2022 are incorporated by reference into Part III of this report.
DOCUMENTS INCORPORATED BY REFERENCE
NVR, Inc.
Form 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
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Item 1.
Business.
General
PART I
NVR, Inc., a Virginia corporation, was formed in 1980 as NVHomes, Inc. Our primary business is the construction and sale of
single-family detached homes, townhomes and condominium buildings, all of which are primarily constructed on a pre-sold basis. To
more fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We
conduct our homebuilding activities directly. Our mortgage banking operations are operated primarily through a wholly owned
subsidiary, NVR Mortgage Finance, Inc. (“NVRM”). Unless the context otherwise requires, references to “NVR”, “we”, “us” or “our”
include NVR, Inc. and its consolidated subsidiaries.
We are one of the largest homebuilders in the United States. We operate in thirty-four metropolitan areas in fourteen states, and
Washington, D.C. Our homebuilding operations include the construction and sale of single-family detached homes, townhomes and
condominium buildings under three trade names: Ryan Homes, NVHomes and Heartland Homes. Our Ryan Homes product is
marketed primarily to first-time and first-time move-up buyers. Ryan Homes operates in thirty-four metropolitan areas located in
Maryland, Virginia, Washington, D.C., West Virginia, Pennsylvania, New York, North Carolina, South Carolina, Florida, Ohio, New
Jersey, Delaware, Indiana, Illinois and Tennessee. Our NVHomes and Heartland Homes products are marketed primarily to move-up
and luxury buyers. NVHomes operates in Delaware and the Washington, D.C., Baltimore, MD and Philadelphia, PA metropolitan
areas. Heartland Homes operates in the Pittsburgh, PA metropolitan area. During 2021, approximately 16% of our home settlements
accounting for approximately 22% of our homebuilding revenue occurred in the Washington, D.C. metropolitan area.
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”) that 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.
We believe that our lot acquisition strategy avoids the financial requirements and risks associated with direct land ownership
and land development. We may, at our option, choose for any reason and at any time not to perform under these LPAs by delivering
notice of our intent not to acquire the finished lots under contract. 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 provision contained within the LPAs. We
do not have any financial guarantees or completion obligations and we typically do not guarantee lot purchases on a specific
performance basis under these LPAs. None of the creditors of any of the development entities with which we have entered these LPAs
have recourse to our general credit. We generally seek to maintain control over a supply of lots believed to be suitable to meet our
five-year business plan.
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. As a result, 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 hire a developer to develop the
land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring
finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling
strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all of our finished lot inventory
using LPAs with forfeitable deposits. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Item 7 of this Form 10-K for additional discussion of lots controlled. In addition, see Notes 3, 4 and 5 in the accompanying
consolidated financial statements included herein for additional information regarding LPAs, joint ventures and land under
development, respectively.
In addition to building and selling homes, we provide a number of mortgage-related services through our mortgage banking
operations. Through operations in each of our homebuilding markets, NVRM originates mortgage loans almost exclusively for our
homebuyers. NVRM generates revenues primarily from origination fees, gains on sales of loans and title fees. NVRM sells all of the
mortgage loans it closes into the secondary markets on a servicing released basis.
Segment information for our homebuilding and mortgage banking businesses is included in Note 2 in the accompanying
consolidated financial statements.
1
Homebuilding
Products
We offer single-family detached homes, townhomes and condominium buildings with many different home designs. These
home designs have a variety of elevations and numerous other options. Our homes combine traditional, transitional, cottage or urban
exterior designs with contemporary interior designs and amenities, generally include two to four bedrooms and range from
approximately 1,000 to 10,000 finished square feet. During 2021, the prices at which we settled homes ranged from approximately
$140,000 to $2 million and averaged $403,900. During 2020, our average price of homes settled was $370,800.
Markets
Our four reportable homebuilding segments operate in the following geographic regions:
Mid Atlantic:
North East:
Mid East:
South East:
Maryland, Virginia, West Virginia, Delaware and Washington, D.C.
New Jersey and Eastern Pennsylvania
New York, Ohio, Western Pennsylvania, Indiana and Illinois
North Carolina, South Carolina, Florida and Tennessee
Backlog
Backlog, which represents homes sold but not yet settled with the customer, totaled 12,730 units and approximately $5.8 billion
at December 31, 2021 compared to 11,549 units and approximately $4.6 billion at December 31, 2020. The average price of homes in
backlog increased to $454,200 at December 31, 2021 from $396,200 at December 31,2020. Backlog may be impacted by customer
cancellations for various reasons that are beyond our control, such as the customer’s 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. Expressed as the total of all cancellations during the period as a percentage of
gross sales during the period, our cancellation rate was 9.2%, 14.9% and 14.6% in 2021, 2020, and 2019, respectively. Additionally,
approximately 3% in 2021, and 6% in both 2020 and 2019, of a reporting quarter’s opening backlog balance cancelled during the
quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur
in future periods. Other than those units that are cancelled, and subject to potential construction delays resulting from COVID-19
related restrictions and/or continued supply chain disruptions, we expect to settle substantially all of our December 31, 2021 backlog
during 2022. See “Risk Factors” in Item 1A and “Seasonality” in Item 7 of this Form 10-K.
Further discussion of settlements, new orders and backlog activity by our homebuilding reportable segment for each of the last
three years can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of
this Form 10-K.
Construction
We utilize independent subcontractors under fixed price contracts to perform construction work on our homes. We use many
independent subcontractors in our various markets and we are not dependent on any single subcontractor or on a small number of
subcontractors.
Sales and Marketing
Our preferred marketing method is for customers to visit a furnished model home featuring many built-in options and a
landscaped lot. The garages of these model homes are usually converted into temporary sales centers where alternative facades and
floor plans are displayed and designs for other models are available for review. Sales representatives are compensated predominantly
on a commission basis.
Regulation
We and our subcontractors must comply with various federal, state and local zoning, building, environmental, advertising and
consumer credit statutes, rules and regulations, as well as other regulations and requirements in connection with our construction and
sales activities. All of these regulations have increased the cost to produce and market our products, and in some instances, have
delayed our developers’ ability to deliver finished lots to us. Counties and cities in which we build homes have at times declared
moratoriums on the issuance of building permits and imposed other restrictions in the areas in which sewage treatment facilities and
other public facilities do not reach minimum standards. In addition, our homebuilding operations are regulated in certain areas by
restrictive zoning and density requirements that limit the number of homes that can be built within the boundaries of a particular area.
To date, restrictive zoning laws and the imposition of moratoriums have not had a material adverse effect on our construction
activities.
2
Competition and Market Factors
The housing industry is highly competitive. We compete with numerous homebuilders of varying size, ranging from local to
national in scope, some of which have greater financial resources than we do. We also face competition from the home resale market.
Our homebuilding operations compete primarily on the basis of price, location, design, quality, service and reputation. Historically, we
have been one of the market leaders in each of the markets where we build homes.
The housing industry is cyclical and is affected by consumer confidence levels, prevailing economic conditions and interest
rates. Other factors that affect the housing industry and the demand for new homes include: the availability and the cost of land, labor
and materials; changes in consumer preferences; demographic trends; and the availability of mortgage finance programs. See “Risk
Factors” in Item 1A of this Form 10-K for additional information regarding these risks.
We are dependent upon building material suppliers for a continuous flow of raw materials. Whenever possible, we utilize
standard products available from multiple sources. In the past, such raw materials have been generally available to us in adequate
supply, however, during 2021 increased construction activity and demand for building materials, coupled with the ongoing effects of
the COVID-19 pandemic, has led to supply chain disruptions and longer construction cycle times.
Mortgage Banking
We provide a number of mortgage related services to our homebuilding customers through our mortgage banking operations.
Our mortgage banking operations also include separate subsidiaries that broker title insurance and perform title searches in connection
with mortgage loan closings for which they receive commissions and fees. Because NVRM originates mortgage loans almost
exclusively for our homebuilding customers, NVRM is dependent on our homebuilding segment. In 2021, NVRM closed
approximately 17,700 loans with an aggregate principal amount of approximately $6.1 billion as compared to approximately 16,700
loans with an aggregate principal amount of approximately $5.3 billion in 2020.
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. NVRM is an approved seller/servicer for Fannie Mae (“FNMA”) and Freddie Mac ("FHLMC")
mortgage loans and an approved seller/issuer of Ginnie Mae (“GNMA”), Department of Veterans Affairs (“VA”) and Federal Housing
Administration (“FHA”) mortgage loans.
Regulation
NVRM is subject to the rules and regulations of FNMA, GNMA, FHLMC, VA and FHA. These rules and regulations restrict
certain activities of NVRM. NVRM is currently eligible and expects to remain eligible to participate in such programs. In addition,
NVRM is subject to regulation at the state and federal level, including regulations issued by the Consumer Financial Protection Bureau
(the “CFPB”) with respect to specific origination, selling and servicing practices.
Competition and Market Factors
NVRM’s main competition comes from national, regional, and local mortgage bankers, mortgage brokers, credit unions and
banks in each of these markets. NVRM competes primarily on the basis of customer service, variety of products offered, interest rates
offered, prices of ancillary services and relative financing availability and costs.
Pipeline
NVRM’s mortgage loans in process that had not closed had an aggregate principal balance of approximately $3.9 billion as of
December 31, 2021 compared to approximately $3.4 billion as of December 31, 2020. NVRM’s cancellation rate was approximately
41%, 40% and 36% in 2021, 2020 and 2019, respectively. We can provide no assurance that our historical loan cancellation rates are
indicative of the actual loan cancellation rate that may occur in future periods. See “Risk Factors” in Item 1A in this Form 10-K for
additional information about factors that could increase our cancellation rate.
Human Capital
As of December 31, 2021, we had approximately 6,600 full time employees, of whom approximately 5,600 worked in our
homebuilding operations, and approximately 1,000 worked in our mortgage banking operations, compared to December 31, 2020,
when we had approximately 6,100 full time employees, of whom approximately 5,100 worked in our homebuilding operations, and
approximately 1,000 worked in our mortgage banking operations. None of our employees are covered by collective bargaining
agreements.
Our employees are our most important asset. We are committed to hiring and developing an inclusive workplace with a strong
diversity of backgrounds and perspectives. All of our employees must adhere to our code of ethics and standards of business conduct
that sets standards for appropriate behavior in the workplace. Our compensation philosophy has been consistent for over 20 years and
is designed to motivate and retain highly qualified and experienced employees.
We provide tools for the advancement of our employees by offering training and development opportunities that align with each
employee’s responsibilities and career path. We strive to promote employees from within our workforce, as we believe this provides
3
both long-term success and continuity to our operations and growth for our employees. Our focus is demonstrated by the tenure of our
executives and our regional and division leaders.
During the past year, we hired additional employees to meet the strong housing demand and generally increased our employees’
compensation and benefits packages. To protect our employees and homebuyers during the COVID-19 pandemic, we implemented
safety protocols, such as social distancing on job sites, doing virtual house tours, working remotely and other health and safety
standards as required by federal, state and local government agencies. We believe our employees adapted and have successfully
managed the business during the pandemic.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the “SEC”). These filings are available to the public over the internet at the SEC’s website at www.sec.gov.
Our principal internet website can be found at www.nvrinc.com. We make available free of charge on or through our website,
access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those
reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC.
Our website also includes a corporate governance section which contains our Corporate Governance Guidelines (which
includes our Directors’ Independence Standards), Code of Ethics and Standards of Business Conduct, Board Committee Charters,
Policies and Procedures for the Consideration of Board of Director Candidates, and Policies and Procedures Regarding
Communications with the NVR, Inc. Board of Directors, the Independent Lead Director and the Non-Management Directors as a
Group.
Forward-Looking Statements
Some of the statements in this Form 10-K, as well as statements made by us in periodic press releases or other public
communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain,
but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as
“believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other comparable terminology. All
statements other than of historical facts are forward looking statements. Forward-looking statements contained in this document
include those regarding market trends, NVR’s financial position, business strategy, the outcome of pending litigation, investigations or
similar contingencies, projected plans and objectives of management for future operations. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially
different from future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors
include, but are not limited to the following: the economic impact of COVID-19 and related supply chain disruptions, general
economic and business conditions (on both a national and regional level); interest rate changes; access to suitable financing by NVR
and NVR’s customers; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell
loans it originates into the secondary market; competition; the availability and cost of land and other raw materials used by NVR in its
homebuilding operations; shortages of labor; weather related slow-downs; building moratoriums; governmental regulation; fluctuation
and volatility of stock and other financial markets; mortgage financing availability; and other factors over which NVR has little or no
control. NVR undertakes no obligation to update such forward-looking statements except as required by law.
Item 1A. Risk Factors.
•
Our business is affected by the risks generally incident to the residential construction business, including, but not limited to:
actual and expected direction of interest rates, which affect the availability of mortgage financing for potential
purchasers of homes;
the availability of adequate land in desirable locations on favorable terms;
employment levels, consumer confidence and spending and unexpected changes in customer preferences; and
changes in the national economy and in the local economies of the markets in which we operate.
•
•
•
All of these risks are discussed in detail below.
Business and Industry Risks
An economic downturn or decline in economic conditions could adversely affect our business and our results of operations.
Demand for new homes is sensitive to economic changes driven by conditions such as employment levels, job growth,
consumer confidence, inflation and interest rates. If the housing industry suffers a downturn, our sales may decline which could have
a material adverse effect on our profitability, stock performance, ability to service our debt obligations and future cash flows.
4
Interest rate movements, inflation and other economic factors can negatively impact our business.
High rates of inflation generally affect the homebuilding industry adversely because of their adverse impact on interest rates.
High interest rates not only increase the cost of borrowed funds to homebuilders but also have a significant adverse effect on housing
demand and on the affordability of permanent mortgage financing to prospective purchasers. We are also subject to potential volatility
in the price of commodities that impact costs of materials used in our homebuilding business. Increases in prevailing interest rates
could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future
cash flows.
Our financial results also are affected by the risks generally incident to our mortgage banking business, including interest rate
levels, the impact of government regulation on mortgage loan originations and servicing and the need to issue forward commitments to
fund and sell mortgage loans. Our homebuilding customers account for almost all of our mortgage banking business. The volume of
our continuing homebuilding operations therefore affects our mortgage banking business.
Our mortgage banking business also is affected by interest rate fluctuations. We also may experience marketing losses resulting
from daily increases in interest rates to the extent we are unable to match interest rates and amounts on loans we have committed to
originate with forward commitments from third parties to purchase such loans. Increases in interest rates may have a material adverse
effect on our mortgage banking revenue, profitability, stock performance, ability to service our debt obligations and future cash flows.
Our operations may also be adversely affected by other economic factors within our markets such as negative changes in
employment levels, job growth, wage growth, consumer confidence and household formation and availability of mortgage financing,
one or all of which could result in reduced demand or price depression from current levels. Such negative trends could have a material
adverse effect on homebuilding operations.
These factors and thus, the homebuilding and mortgage banking businesses, have at times in the past been cyclical in nature.
Any downturn in the national economy or the local economies of the markets in which we operate could have a material adverse effect
on our sales, profitability, stock performance and ability to service our debt obligations. In particular, during 2021, approximately 16%
of our home settlements, which accounted for 22% of our homebuilding revenues, occurred in the Washington, D.C. metropolitan
area. Thus, we are dependent to a significant extent on the economy and demand for housing in that market.
Because almost all of our customers require mortgage financing, the availability of suitable mortgage financing could impair
the affordability of our homes, lower demand for our products, and limit our ability to fully deliver our backlog.
Our business and earnings depend on the ability of our potential customers to obtain mortgages for the purchase of our homes.
In addition, many of our potential customers must sell their existing homes in order to buy a home from us. The tightening of credit
standards and the availability of suitable mortgage financing could prevent customers from buying our homes and could prevent
buyers of our customers’ homes from obtaining mortgages they need to complete that purchase, either of which could result in
potential customers’ inability to buy a home from us. If potential customers or the buyers of our customers’ current homes are not able
to obtain suitable financing, the result could have a material adverse effect on our sales, profitability, stock performance, ability to
service our debt obligations and future cash flows.
If our ability to sell mortgages to investors is impaired, we may be required to fund these commitments ourselves, or we may
not be able to originate loans at all.
Our mortgage banking business sells all of the loans it originates into the secondary market, usually within 30 days from the
date of closing, and has up to $150 million available under a repurchase agreement to fund mortgage closings. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Item 7 of this Form
10-K for more information about the repurchase agreement. In the event that disruptions to the secondary markets tighten or eliminate
the available liquidity within the secondary markets for mortgage loans, or the underwriting requirements by our secondary market
investors continue to become more stringent, our ability to sell future mortgages could decline and we could be required, among other
things, to fund our commitments to our buyers with our own financial resources, which is limited, or require our home buyers to find
another source of financing. The result of such secondary market disruption could have a material adverse effect on our sales,
profitability, stock performance, ability to service our debt obligations and future cash flows.
If the market value of our inventory or controlled lot position declines, our profit could decrease and we may incur losses.
Inventory risk can be substantial for homebuilders. The market value of building lots and housing inventories can fluctuate
significantly as a result of changing market conditions. In addition, inventory carrying costs can be significant and can result in losses
in a poorly performing community or market. We must continuously acquire lots for expansion into new markets as well as for
replacement and expansion within our current markets, which we generally accomplish by entering into LPAs and paying forfeitable
deposits under the LPAs to developers for the contractual right to acquire the lots. In the event of adverse changes in economic, market
or community conditions, we may cease further building activities in certain communities or restructure existing LPAs, resulting in
forfeiture of some or all of any remaining land contract deposit paid to the developer. We may also have significant impairments of
land under development. The forfeiture of land contract deposits or inventory impairments may result in a loss that could have a
material adverse effect on our profitability, stock performance, ability to service our debt obligations and future cash flows.
5
We face competition in our homebuilding and mortgage banking operations.
The homebuilding industry is highly competitive. We compete with numerous homebuilders of varying size, ranging from local
to national in scope, some of whom have greater financial resources than we do. We face competition:
•
•
•
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.
Our homebuilding operations compete primarily on the basis of price, location, design, quality, service and reputation.
The mortgage banking industry is also competitive. Our main competition comes from national, regional and local mortgage
bankers, credit unions, banks and mortgage brokers in each of these markets. Our mortgage banking operations compete primarily on
the basis of customer service, variety of products offered, interest rates offered, prices of ancillary services and relative financing
availability and costs.
We might not be able to continue to compete successfully in our homebuilding or mortgage banking operations. An inability to
effectively compete may have an adverse impact on our sales, profitability, stock performance, ability to service our debt obligations
and future cash flows.
Our inability to secure and control an adequate inventory of lots could adversely impact our operations.
The results of our homebuilding operations depend upon our continuing ability to control an adequate number of homebuilding
lots in desirable locations. There can be no assurance that an adequate supply of building lots will continue to be available to us on
terms similar to those available in the past, or that we will not be required to devote a greater amount of capital to controlling building
lots than we have historically. An insufficient supply of building lots in one or more of our markets, an inability of our developers to
deliver finished lots in a timely fashion due to their inability to secure financing to fund development activities or for other reasons, or
our inability to purchase or finance building lots on reasonable terms could have a material adverse effect on our sales, profitability,
stock performance, ability to service our debt obligations and future cash flows.
A shortage of building materials or labor, or increases in materials or labor costs may adversely impact our operations.
The homebuilding business has from time to time experienced building material and labor shortages, including fluctuating
lumber prices and supply. In addition, strong construction market conditions could restrict the labor force available to our
subcontractors and us in one or more of our markets. Significant increases in costs resulting from these shortages, or delays in
construction of homes, could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt
obligations and future cash flows.
We rely on subcontractors to construct our homes. The failure of our subcontractors to properly construct our homes may be
costly.
We engage subcontractors to perform the actual construction of our homes. Despite our quality control efforts, we may discover
that our subcontractors have engaged in improper construction practices. The occurrence of such events could require us to repair the
homes in accordance with our standards and as required by law. The cost of satisfying our legal obligations in these instances may be
significant, and we may be unable to recover the cost of repair from subcontractors, suppliers and insurers.
Product liability litigation and warranty claims may adversely impact our operations.
Construction defect and home warranty claims are common and can represent a substantial risk for the homebuilding industry.
The cost of insuring against construction defect and product liability claims, as well as the claims themselves, can be high. In addition,
insurance companies limit coverage offered to protect against these claims. Further restrictions on coverage availability, or significant
increases in premium costs or claims, could have a material adverse effect on our financial results.
We are subject to litigation proceedings that could harm our business if an unfavorable ruling were to occur.
From time to time, we are involved in litigation and other legal proceedings relating to claims arising from our operations in the
normal course of business. As described in, but not limited to, Item 3, “Legal Proceedings” of this Form 10-K, we are currently subject
to certain legal proceedings. Litigation is subject to inherent uncertainties, and unfavorable rulings may occur. These or other litigation
or legal proceedings could materially affect our ability to conduct our business in the manner that we expect or otherwise adversely
affect us should an unfavorable ruling occur.
If the underwriting quality of our mortgage originations is found to be deficient, our profit could decrease and we may incur
losses.
We originate several different loan products to our customers to finance the purchase of their home. We sell all of the loans we
originate into the secondary mortgage market generally within 30 days from the date of closing. All of the loans that we originate are
6
underwritten to the standards and specifications of the ultimate investor. Insofar as we underwrite our originated loans to those
standards, we bear no increased concentration of credit risk from the issuance of loans, except in certain limited instances where
repurchases or early payment default occur. In the event that a substantial number of the loans that we have originated fall into default
and the investors to whom we sold the loans determine that we did not underwrite the loans in accordance with their requirements, we
could be required to repurchase the loans from the investor or indemnify the investor for any losses incurred. Any resulting losses
could have a material adverse effect on our profitability, stock performance, ability to service our debt obligations and future cash
flows.
We may be subject to claims on mortgage loans sold to third parties.
Our mortgage banking operations may be responsible for losses associated with mortgage loans originated and sold to investors
in the event of errors or omissions relating to certain representations and warranties that the loans sold meet certain requirements,
including representations as to underwriting standards, the type of collateral, the existence of private mortgage insurance, and the
validity of certain borrower representations in connection with the loan. The resolution of claims related to alleged breaches of these
representations and warranties and repurchase claims could have a material adverse effect on our financial condition, cash flows and
results of operations and could result in losses that exceed existing estimates and accruals. Because of the uncertainties inherent in
estimating these matters, there can be no assurance that any amounts reserved will be adequate or that any potential inadequacies will
not have a material adverse effect on our results of operations.
The loss of key personnel could adversely impact our business.
We rely on our key personnel to effectively operate and manage our business. Specifically, our future success depends heavily
on the performance of our senior management team. Our business may be adversely affected if we are unable to retain key personnel
or attract qualified personnel to manage our business.
Our failure to maintain the security of our electronic and other confidential information could expose us to liability and
materially adversely affect our financial condition and results of operations.
Privacy, security, and compliance concerns have continued to increase as technology has evolved. As part of our normal
business activities, we collect and store certain confidential information, including personal information of homebuyers/borrowers and
information about employees, vendors and suppliers. This information is entitled to protection under a number of federal and state
laws. We may share some of this information with vendors who assist us with certain aspects of our business, particularly our
mortgage and title businesses.
We have implemented systems and processes intended to secure our information technology systems and prevent unauthorized
access to or loss of sensitive, confidential and personal data, including through the use of encryption and authentication technologies.
Additionally, we have continued to elevate our monitoring capabilities to enhance early detection and rapid response to potential
security anomalies. In 2021, we had an external review of our cybersecurity program performed by a third party, which allowed us to
enhance our overall program. We also require employees to complete training sessions regarding matters such as cybersecurity threats
and data protection on a regular basis. These security measures may not be sufficient for all possible occurrences and may be
vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other irregularities. Further,
development and maintenance of these measures are costly and require ongoing monitoring and updating as technologies change and
efforts to overcome security measures become increasingly sophisticated.
Our failure to maintain the security of the data we are required to protect, including via the penetration of our network security
and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation,
financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also
in deterioration in customers’ confidence in us and other competitive disadvantages, and thus could have a material adverse effect on
our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
Volatility in the credit and capital markets may impact our ability to access necessary financing.
If we require working capital greater than that provided by our operations and our credit facility, we may be required to seek to
increase the amount available under the facility or seek alternative financing, which might not be available on terms that are favorable
or acceptable. If we are required to seek financing to fund our working capital requirements, volatility in credit or capital markets may
restrict our flexibility to access financing. If we are at any time unsuccessful in obtaining sufficient capital to fund our planned
homebuilding expenditures, we may experience a substantial delay in the completion of homes then under construction, or we may be
unable to control or purchase finished building lots. Any delay could result in cost increases and could have a material adverse effect
on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
Our mortgage banking operations depend in part on the availability, cost and other terms of mortgage financing facilities, and
may be adversely affected by any shortage or increased cost of such financing. Additional or replacement financing might not be
available on terms that are favorable or acceptable. Our mortgage banking operations are also dependent upon the securitization
market for mortgage-backed securities, and could be materially adversely affected by any fluctuation or downturn in such market.
7
Our current indebtedness may impact our future operations.
As of December 31, 2021 we had $1.5 billion in senior notes outstanding. Our existing indebtedness contains restrictive
covenants and any future indebtedness may also contain such covenants. These covenants include, or could include, restrictions on 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. Substantial losses by us or other action or inaction by us or our subsidiaries could result in the violation of
one or more of these covenants, which could result in decreased liquidity or a default on our current or future indebtedness, thereby
having a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash
flows.
Regulatory Risk
Government regulations and environmental matters could negatively affect our operations.
We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design,
construction and similar matters, including local regulations that impose restrictive zoning and density requirements in order to limit
the number of homes that can eventually be built within the boundaries of a particular area. These regulations may further increase the
cost to produce and market our products. In addition, we have from time to time been subject to, and may also be subject in the future
to, periodic delays in our homebuilding projects due to building moratoriums in the areas in which we operate or delays in receiving
the necessary governmental approvals. Changes in regulations that restrict homebuilding activities in one or more of our principal
markets could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and
future cash flows.
In addition, new housing developments are often subject to various assessments or impact fees for schools, parks, streets,
highways and other public improvements. The cost of these assessments is subject to substantial change and could cause increases in
the construction cost of our homes, which, in turn, could reduce our profitability.
We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of
health and the environment. We are subject to a variety of environmental conditions that can affect our business and our homebuilding
projects. The particular environmental laws that apply to any given homebuilding site vary greatly according to the location and
environmental condition of the site and the present and former uses of the site and adjoining properties. Environmental laws and
conditions may result in delays, cause us to incur substantial compliance and other costs, or prohibit or severely restrict homebuilding
activity in certain environmentally sensitive regions or areas, thereby adversely affecting our sales, profitability, stock performance,
ability to service our debt obligations and future cash flows.
Increased regulation of the mortgage industry could harm our future sales and earnings.
The mortgage industry remains under intense scrutiny and continues to face increasing regulation at the federal, state and local
level. Potential changes to federal laws and regulations could have the effect of limiting the activities of FNMA and FHLMC, the
entities that provide liquidity to the secondary mortgage market, which could lead to increases in mortgage interest rates. Tighter
underwriting requirements and fee restrictions and the increasingly complex regulatory environment may negatively impact our
mortgage loan origination business in the form of lower demand, decreased revenue and increased operating costs.
We are an approved seller/servicer of FNMA and FHLMC mortgage loans and an approved seller/issuer of GNMA, VA and
FHA mortgage loans, and are subject to all of those agencies’ rules and regulations. Any significant impairment of our eligibility to
sell/service these loans could have a material adverse impact on our mortgage operations. In addition, we are subject to regulation at
the state and federal level with respect to specific origination, selling and servicing practices including the Real Estate Settlement and
Protection Act. Adverse changes in governmental regulation may have a negative impact on our mortgage loan origination business.
Risks Related to the COVID-19 Pandemic and Other External Risks
Health epidemics, including the recent COVID-19 pandemic, have had, and could in the future have, an adverse impact
on our business and operations, and the markets, states and local communities in which we operate.
Our business and operations could be adversely affected by health epidemics, including the COVID-19 pandemic, impacting
the markets, states and local communities in which we operate. General uncertainty continues regarding the near-term and long-term
impact of the COVID-19 virus on the domestic and international economy and on public health. These developments and other
consequences of the outbreak could materially and adversely affect our operations, profitability and cash flows.
The COVID-19 pandemic has had a significant impact on all facets of our business. Our primary focus during the pandemic
has been to do everything we can to ensure the safety and well-being of our employees, customers and trade partners. In each of our
markets, we continue to operate in accordance with the guidelines issued by the Centers for Disease Control and Prevention, as well as
state and local guidelines.
8
The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. There
is uncertainty regarding governmental actions that may occur, and the effects of economic relief efforts on the U.S. economy, either of
which could be potential disruptors to our business. Over the long term, these disruptions related to COVID-19 could lower demand
for our products, impair our ability to sell and/or build homes in our normal manner, increase our losses on contract land deposits, and
negatively impact our lending and secondary mortgage market activities.
While the spread of COVID-19 may eventually be mitigated, there is no guarantee that a future outbreak of this or any other
widespread epidemics will not occur, or that the U.S. economy will recover, either of which could seriously harm our business.
Weather-related and other events beyond our control may adversely impact our operations.
Extreme weather or other events, such as significant snowfalls, hurricanes, tornadoes, earthquakes, forest fires, floods, terrorist
attacks or war may affect our markets, our operations and our profitability. These events may impact our physical facilities or those of
our suppliers or subcontractors and our housing inventories, causing us material increases in costs, or delays in construction of homes,
which could have a material adverse effect upon our sales, profitability, stock performance, ability to service our debt obligations and
future cash flows.
Our continued success is dependent on positive perceptions of us and our brands which, if eroded, could adversely affect our
business and our relationships with our customers.
We believe that one of the reasons our customers buy from us, our employees choose NVR as a place of employment, and our
vendors choose to do business with us is the reputation we have built over many years. To be successful in the future, we must
continue to preserve our reputation. Reputational value is based in large part on perceptions, and broad access to social media makes it
easy for anyone to provide public feedback that can influence perceptions of the brands under which we do business. It may be
difficult to control negative publicity, regardless of whether it is accurate. While reputations may take decades to build, negative
incidents can quickly erode trust and confidence, could damage our reputation, reduce the demand for our homes or negatively impact
the morale and performance of our employees, all of which could adversely affect our business.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Properties.
Our corporate offices are located in Reston, Virginia, where we currently lease approximately 61,000 square feet of office
space. The current corporate office lease expires in April 2026.
In connection with the operation of the homebuilding segment, we lease production facilities in the following seven locations:
Thurmont, Maryland; Burlington County, New Jersey; Farmington, New York; Kings Mountain, North Carolina; Darlington,
Pennsylvania; Portland, Tennessee; and Richmond, Virginia. These facilities range in size from approximately 40,000 square feet to
400,000 square feet and total approximately one million square feet. Each of these leases contains various options for extensions of the
lease and for the purchase of the facility. Additionally, certain facility leases have early termination options. These leases currently
expire between 2024 and 2040. In addition, we own a production facility of approximately 100,000 square feet in Dayton, Ohio. Our
plant utilization was 61% and 56% of total capacity in 2021 and 2020, respectively.
In connection with both our homebuilding and mortgage banking businesses, we also lease office space in multiple locations for
homebuilding divisional offices and mortgage banking and title services branches under leases expiring at various times through 2027,
none of which are individually material to our business.
We anticipate that, upon expiration of existing production facility and office leases, we will be able to renew them or obtain
comparable facilities on terms acceptable to us.
Item 3.
Legal Proceedings.
We are involved in various litigation matters arising in the ordinary course of business. In the opinion of management, and
based on advice of legal counsel, these matters are 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 matters are expensed as incurred.
Item 4.
Mine Safety Disclosures.
Not applicable.
9
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(dollars in thousands, except per share data)
Our shares of common stock are listed and principally traded on the New York Stock Exchange under the trading symbol
“NVR.” As of the close of business on February 14, 2022, there were 189 shareholders of record of our common stock.
We have never paid a cash dividend on our shares of common stock and have no current intention to do so in the future.
We had two share repurchase authorizations outstanding during the quarter ended December 31, 2021. On August 4, 2021 and
November 3, 2021, we publicly announced the Board of Directors’ approval to repurchase our outstanding common stock in one or
more open market and/or privately negotiated transactions, up to an aggregate of $500,000 per authorization. Repurchase activity is
conducted pursuant to publicly announced Board authorizations, and is typically executed in accordance with the safe-harbor
provisions of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. In addition, the Board resolutions
authorizing us to repurchase shares of our common stock specifically prohibit us from purchasing shares from our officers, directors,
Profit Sharing Plan Trust or Employee Stock Ownership Plan Trust. The repurchase authorizations do not have expiration dates. The
following table provides information regarding common stock repurchases during the quarter ended December 31, 2021:
Period
October 1 - 31, 2021
November 1 - 30, 2021
December 1 - 31, 2021
Total
Total Number
of Shares
Purchased
Average
Price Paid
per Share
30,189
45,380
1,874
77,443
$
$
$
$
4,842.48
5,035.84
5,574.92
4,973.51
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
$
$
$
30,189
45,380
1,874
77,443
247,017
518,491
508,043
The information required by this item with respect to securities authorized for issuance under equity compensation plans is
provided under Item 12 of this Form 10-K.
10
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to holders of our common stock since December 31, 2016 with the
Dow Jones US Home Construction Index and the S&P 500 Index for that same period, assuming that $100 was invested in NVR stock
and the indices on December 31, 2016.
Comparison of 5 Year Cumulative Total Return
2016
2017
2018
2019
2020
2021
NVR, Inc.
S&P 500
Dow Jones US Home Construction
$
$
$
100 $
100 $
100 $
210 $
122 $
176 $
146 $
116 $
121 $
228 $
153 $
178 $
244 $
181 $
220 $
354
233
335
For the Year Ended December 31,
Item 6.
Reserved.
11
NVR, IncS&P 500Dow Jones US Home ConstructionDec 31, 2016Dec 31, 2017Dec 31, 2018Dec 31, 2019Dec 31, 2020Dec 31, 2021$0$50$100$150$200$250$300$350
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(dollars in thousands, except per share data)
Results of Operations
This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.
Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be found
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020.
Overview
Business Environment and Current Outlook
Demand for new homes remained strong across each of our markets throughout 2021, driven by historically low mortgage rates
and limited housing supply. As a result, we were able to consistently increase prices throughout the year, allowing us to improve
profitability despite rising lumber and other material costs and labor costs. Additionally, strong housing demand has resulted in
increased construction activity and demand for building materials and contractor labor, which, coupled with the ongoing effects of the
COVID-19 pandemic, has led to supply chain disruptions and longer construction cycle times. We expect to continue to face these
disruptions well into 2022 and continue to work closely with our suppliers and trade partners to manage these disruptions.
Although current demand for new homes is strong, there is uncertainty regarding the extent and timing of the supply chain
disruption and the effects of the ongoing pandemic and related economic relief efforts on the U.S. economy, inflation, unemployment,
consumer confidence, demand for new homes and home affordability. We expect to continue to face cost pressures related to building
materials, particularly lumber, as well as labor and land costs. As a result, profit margins will be impacted based on our ability to
manage these costs while balancing sales pace and pricing. Although we are unable to predict the extent to which this will impact our
operational and financial performance, 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.
Business
Our primary business is the construction and sale of single-family detached homes, townhomes and condominium buildings, all
of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a
mortgage banking and title services business. We primarily conduct our operations in mature markets. Additionally, we generally
grow our business through market share gains in our existing markets and by expanding into markets contiguous to our current active
markets. Our four homebuilding reportable segments consist of the following regions:
Mid Atlantic:
North East:
Mid East:
South East:
Maryland, Virginia, West Virginia, Delaware and Washington, D.C.
New Jersey and Eastern Pennsylvania
New York, Ohio, Western Pennsylvania, Indiana and Illinois
North Carolina, South Carolina, Florida and Tennessee
Our lot acquisition strategy is predicated upon avoiding the financial 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 lots from various third party land developers pursuant to 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 limited 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 of our finished lot inventory using LPAs with forfeitable deposits.
12
As of December 31, 2021, we controlled approximately 124,900 lots as discussed below.
Lot Purchase Agreements ("LPAs")
We controlled approximately 122,800 lots under LPAs with third parties through deposits in cash and letters of credit totaling
approximately $521,900 and $10,100, respectively. Included in the number of controlled lots are approximately 4,900 lots for which
we have recorded a contract land deposit impairment reserve of approximately $30,000 as of December 31, 2021.
Joint Venture Limited Liability Corporations (“JVs”)
We had an aggregate investment totaling approximately $20,300 in four JVs, expected to produce approximately 2,300 lots. Of
the lots to be produced by the JVs, approximately 1,900 lots were controlled by us and approximately 400 lots were either under
contract with unrelated parties or currently not under contract.
Land Under Development
We owned land with a carrying value of approximately $12,100 that we intend to develop into approximately 200 finished lots.
We had additional funding commitments of approximately $2,700 under a joint development agreement related to one project, a
portion of which we expect will be offset by development credits of approximately $800.
See Notes 3, 4 and 5 to the consolidated financial statements included herein for additional information regarding LPAs, JVs
and land under development, respectively.
Raw Land Purchase Agreements
In addition to the lots we currently control as discussed above, we have certain properties under contract with land owners that
are expected to yield approximately 15,500 lots. Some of these properties may require rezoning or other approvals to achieve the
expected yield. These properties are controlled with cash deposits totaling approximately $5,300 as of December 31, 2021, of which
approximately $3,400 is refundable if we do not perform under the contract. 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 year ended December 31, 2021 totaled $8,951,025, an increase of 19% from $7,536,923 in
2020. Our net income for 2021 was $1,236,719, or $320.48 per diluted share, increases of 37% and 39% compared to 2020 net income
and diluted earnings per share, respectively. Our homebuilding gross profit margin percentage was 22.3% in 2021 compared to 19.0%
in 2020. Settlements for the year ended December 31, 2021 totaled 21,540 units, an increase of 9% from 2020. New orders, net of
cancellations (“New Orders”) during 2021 were 22,721, a decrease of 2% from 2020 while our average New Order sales price
increased 15% to $436.1 in 2021. Our backlog of homes sold but not yet settled with the customer as of December 31, 2021 increased
on a unit basis by 10% to 12,730 units and increased on a dollar basis by 26% to $5,782,035 when compared to December 31, 2020.
Income before tax from our mortgage banking segment totaled $171,604 in 2021, an increase of 23% when compared to $140,073 in
2020 due primarily to an increase in secondary marketing gains on sales of loans.
Homebuilding Operations
The following table summarizes the results of our consolidated homebuilding operations and certain operating activity for each
of the last three years:
Financial data:
Revenues
Gross profit margin
Gross profit margin percentage
Selling, general and administrative expenses
Operating data:
New orders (units)
Average new order price
Settlements (units)
Average settlement price
Backlog (units)
Average backlog price
New order cancellation rate
Year Ended December 31,
2021
2020
2019
$
$
$
$
$
$
8,701,693
1,938,578
22.3 %
474,808
22,721
436.1
21,540
403.9
12,730
454.2
9.2 %
$
$
$
$
$
$
7,328,889
1,391,488
19.0 %
431,008
23,082
380.1
19,766
370.8
11,549
396.2
14.9 %
$
$
$
$
$
$
7,220,844
1,370,982
19.0 %
447,547
19,536
368.4
19,668
367.1
8,233
380.2
14.6 %
13
Consolidated Homebuilding
Homebuilding revenues increased 19% in 2021 compared to 2020, as a result of a 9% increase in both the number of units
settled and in the average settlement price year over year. The increase in the number of units settled was attributable to a 40% higher
backlog unit balance entering 2021 compared to the backlog unit balance entering 2020, offset partially by a lower 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 2021 compared to backlog entering 2020 coupled with a 15% increase in the average sales price of New Orders in
the first six months of 2021 compared to the same period in 2020. The gross profit margin percentage in 2021 increased to 22.3%
from 19.0% in 2020. Gross profit margins were favorably impacted by the increase in the average settlement price attributable to
improved pricing power in prior quarters and improved leveraging of certain operating costs attributable to the increase in settlement
activity year over year. These favorable factors were partially offset by higher prices for lumber, certain other commodities and labor
year over year.
The number of New Orders decreased 2% while the average sales price of New Orders increased 15% in 2021 when compared
to 2020. The number of New Orders in the current year were lower due primarily to a 9% decrease in the average number of active
communities year over year. The increase in the average sales price of New Orders was primarily attributable to favorable market
conditions which, coupled with low housing inventory levels, drove demand and provided us sustained pricing power since the second
half of 2020.
Selling, general and administrative ("SG&A") expenses in 2021 increased by $43,800 compared to 2020, but as a percentage of
revenue decreased to 5.5% in 2021 from 5.9% in 2020 due to improved leveraging of SG&A costs. The increase in SG&A expense
year over year was attributable primarily to increased incentive compensation attributable to stronger performance year over year, as
well as increased personnel costs due to increased headcount.
Our backlog represents homes sold but not yet settled with our customers. Backlog units and dollars were 12,730 units and
$5,782,035, respectively, as of December 31, 2021 compared to 11,549 units and $4,575,899, respectively, as of December 31,
2020. Backlog units were higher despite an 11% decrease in New Orders during the six-month period ending December 31, 2021
compared to the same period in 2020, due to a lower backlog turnover rate year over year. Our backlog turnover rate was negatively
impacted by a longer production cycle attributable to supply chain disruptions and subcontractor capacity constraints. Backlog dollars
were higher due to a 15% increase in the average sales price of New Orders during the six-month period ended December 31, 2021
compared to the same period in 2020.
In addition to the impact of the COVID-19 pandemic, 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 beginning backlog for
the current period. Additionally, a substantial majority of our cancellations occur prior to starting construction on a home. Expressed
as the total of all cancellations during the period as a percentage of gross New Orders during the period, our cancellation rate was
9.2%, 14.9% and 14.6% in 2021, 2020, and 2019, respectively. Additionally, approximately 3% in 2021 and 6% in both 2020 and
2019, of a reporting quarter’s opening backlog cancelled during the quarter. We can provide no assurance that our historical
cancellation rates are indicative of the actual cancellation rate that may occur in future years. Other than those units that are cancelled,
and subject to potential construction delays resulting from COVID-19 related restrictions and/or continued supply chain disruptions,
we expect to settle substantially all of our December 31, 2021 backlog during 2022. See “Risk Factors” in Item 1A of this Form 10-K.
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 and other external factors over which we do not exercise control.
Reportable Homebuilding 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 impairment 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 December 31, 2021 and 2020 has been allocated to the reportable segments for the respective years to show contract land
deposits on a net basis. The net contract land deposit balances below also include approximately $10,100 and $8,100 at December 31,
2021 and 2020, respectively, of letters of credit issued as deposits in lieu of cash.
14
The following tables summarize certain homebuilding operating activity by reportable segment for each of the last three years:
Selected Segment Financial Data:
Revenues:
Mid Atlantic
North East
Mid East
South East
Gross profit margin:
Mid Atlantic
North East
Mid East
South East
Gross profit margin percentage:
Mid Atlantic
North East
Mid East
South East
Segment profit:
Mid Atlantic
North East
Mid East
South East
Year Ended December 31,
2021
2020
2019
$
$
4,049,871 $
767,828
1,891,729
1,992,265
3,668,542 $
538,772
1,524,667
1,596,908
3,901,573
514,804
1,501,139
1,303,328
Year Ended December 31,
2021
2020
2019
987,926 $
163,990
391,405
469,520
690,058 $
102,621
282,443
327,483
734,017
100,520
285,091
260,804
Year Ended December 31,
2021
2020
2019
24.4 %
21.4 %
20.7 %
23.6 %
18.8 %
19.0 %
18.5 %
20.5 %
18.8 %
19.5 %
19.0 %
20.0 %
Year Ended December 31,
2021
2020
2019
$
734,941 $
105,432
271,756
329,982
437,849 $
50,677
168,605
205,029
478,537
51,728
173,374
155,144
Segment Operating Activity:
Year Ended December 31,
2021
2020
2019
Units
Average
Price
Units
Average
Price
Units
Average
Price
New orders, net of cancellations:
Mid Atlantic
North East
Mid East
South East
Total
8,749 $
1,685 $
5,567 $
6,720 $
22,721 $
522.4
497.4
369.3
363.6
436.1
9,230 $
1,738 $
5,780 $
6,334 $
23,082 $
453.8
416.6
330.9
307.7
380.1
8,799 $
1,349 $
4,628 $
4,760 $
19,536 $
424.4
390.8
323.2
302.6
368.4
15
Year Ended December 31,
2021
2020
2019
Units
Average
Price
Units
Average
Price
Units
Average
Price
8,310 $
1,666 $
5,414 $
6,150 $
21,540 $
487.3
460.9
349.4
323.9
403.9
8,363 $
1,375 $
4,719 $
5,309 $
19,766 $
438.6
391.8
323.1
300.8
370.8
9,335 $
1,325 $
4,621 $
4,387 $
19,668 $
417.9
388.5
324.8
297.1
367.1
Year Ended December 31,
2021
2020
2019
Units
Average
Price
Units
Average
Price
Units
Average
Price
4,918 $
969 $
3,027 $
3,816 $
12,730 $
534.8
511.5
381.3
393.7
454.2
4,479 $
950 $
2,874 $
3,246 $
11,549 $
470.9
447.8
344.5
323.7
396.2
3,612 $
587 $
1,813 $
2,221 $
8,233 $
440.1
408.8
332.0
314.6
380.2
Settlements:
Mid Atlantic
North East
Mid East
South East
Total
Backlog:
Mid Atlantic
North East
Mid East
South East
Total
Operating Data:
New order cancellation rate:
Mid Atlantic
North East
Mid East
South East
Average active communities:
Mid Atlantic
North East
Mid East
South East
Total
Homebuilding Inventory:
Sold inventory:
Mid Atlantic
North East
Mid East
South East
Total (1)
Year Ended December 31,
2021
2020
2019
9.0 %
8.6 %
10.2 %
8.8 %
14.9 %
13.1 %
14.5 %
15.8 %
15.0 %
13.0 %
14.1 %
14.9 %
Year Ended December 31,
2021
2020
2019
155
34
129
106
424
177
40
138
112
467
206
33
134
97
470
As of December 31,
2021
2020
$
$
867,892 $
154,053
342,011
439,892
1,803,848 $
704,595
140,461
278,510
336,902
1,460,468
16
Unsold lots and housing units inventory:
Mid Atlantic
North East
Mid East
South East
Total (1)
As of December 31,
2021
2020
$
$
87,412 $
14,656
12,892
14,193
129,153 $
76,690
7,941
13,252
23,220
121,103
(1)
Total segment inventory differs from consolidated inventory due to 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.
Lots Controlled and Land Deposits:
Total lots controlled:
Mid Atlantic
North East
Mid East
South East
Total
Contract land deposits, net:
Mid Atlantic
North East
Mid East
South East
Total
Contract land deposit impairments (recoveries), net:
Mid Atlantic
North East
Mid East
South East
Total
Mid Atlantic
As of December 31,
2021
2020
47,900
11,900
23,700
41,400
124,900
42,100
10,500
22,000
31,100
105,700
As of December 31,
2021
2020
$
$
257,244 $
51,257
52,537
146,246
507,284 $
212,742
32,949
49,222
100,864
395,777
Year Ended December 31,
2021
2020
2019
$
$
16 $
—
10
—
26 $
114 $
60
293
1,045
1,512 $
(141)
1,050
175
21
1,105
The Mid Atlantic segment had an approximate $297,100, or 68%, increase in segment profit in 2021 compared to 2020, driven
by improved gross profit margins and an increase in segment revenues of approximately $381,300, or 10%, year over year. Segment
revenues increased due primarily to an 11% increase in the average settlement price year over year. The increase in the average
settlement price was primarily attributable to a 7% higher average sales price of units in backlog entering 2021 compared to backlog
entering 2020, coupled with a 17% increase in the average sales price of New Orders in the first six months of 2021 compared to the
same period in 2020. The Mid Atlantic segment’s gross profit margin percentage increased to 24.4% in 2021 from 18.8% in 2020.
Gross profit margins were favorably impacted by the increase in the average settlement price attributable to improved pricing power
and improved leveraging of certain operating costs attributable to the increase in settlement activity year over year. These favorable
factors were partially offset by higher prices for lumber, certain other commodities and labor year over year.
17
Segment New Orders decreased 5% while the average sales price of New Orders increased 15% in 2021 compared to 2020.
New Orders were negatively impacted primarily by a 13% decrease in the average number of active communities year over year. The
increase in the average sales price of New Orders year over year was attributable to favorable market conditions which, coupled with
low housing inventory levels, drove demand and have provided us sustained pricing power since the second half of 2020.
North East
The North East segment had an approximate $54,800, or 108%, increase in segment profit in 2021 compared to 2020, driven by
an increase in segment revenues of approximately $229,100, or 43%, year over year and improved gross profit margins. The increase
in segment revenues was attributable to a 21% increase in the number of units settled and an 18% increase in the average settlement
price year over year. The increase in the number of units settled was attributable to a 62% higher backlog unit balance entering 2021
compared to the backlog unit balance entering 2020, offset partially by a lower backlog turnover rate year over year. The increase in
the average settlement price was primarily attributable to a 10% higher average sales price of units in backlog entering 2021 compared
to backlog entering 2020, coupled with a 28% increase in the average sales price of New Orders in the first six months of 2021
compared to the same period in 2020. The segment’s gross profit margin percentage increased to 21.4% in 2021 from 19.0% in 2020.
Gross profit margins were favorably impacted by the increase in the average settlement price attributable to improved pricing power
and improved leveraging of certain operating costs attributable to the increase in settlement activity year over year. These favorable
factors were partially offset by higher prices for lumber, certain other commodities and labor year over year.
Segment New Orders decreased 3% while the average sales price of New Orders increased 19% in 2021 compared to 2020.
New Orders were negatively impacted primarily by a 13% decrease in the average number of active communities year over year. The
increase in the average sales price of New Orders year over year was attributable to favorable market conditions which, coupled with
low housing inventory levels, drove demand and provided us sustained pricing power since the second half of 2020.
Mid East
The Mid East segment had an approximate $103,200, or 61%, increase in segment profit in 2021 compared to 2020. The
increase in segment profit was driven by an increase of segment revenues of approximately $367,100, or 24%, year over year and
improved gross profit margins. Segment revenues increased due to increases in the number of units settled and the average settlement
price of 15% and 8%, respectively, year over year. The increase in the number of units settled was largely attributable to a 59% higher
backlog unit balance entering 2021 compared to the backlog unit balance entering 2020, offset partially by a lower 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 2021 compared to the same period in 2020, coupled with a 13% increase in the average sales price of New Orders
in the first six months of 2021 compared to the same period in 2020. The segment’s gross profit margin percentage increased to
20.7% in 2021 from 18.5% in 2020. Gross profit margins were favorably impacted by the increase in the average settlement price
attributable to improved pricing power and by improved leveraging of certain operating costs attributable to the increase in settlement
activity year over year, offset partially by higher prices for lumber, certain other commodities and labor year over year.
Segment New Orders decreased 4% while the average sales price of New Orders increased 12% in 2021 compared to 2020.
New Orders were negatively impacted primarily by a 7% decrease in the average number of active communities in 2021 compared to
2020. The increase in the average sales price of New Orders was attributable to favorable market conditions which, coupled with low
housing inventory levels, drove demand and provided us sustained pricing power since the second half of 2020.
South East
The South East segment had an approximate $125,000, or 61%, increase in segment profit in 2021 compared to 2020. The
increase in segment profit was primarily driven by an increase in segment revenues of approximately $395,400, or 25%, year over
year and improved gross profit margins. The increase in revenues was attributable to a 16% increase in the number of units settled and
an 8% increase in the average settlement price year over year. The number of units settled were favorably impacted by a 46% higher
backlog unit balance entering 2021 compared to the same period in 2020, offset partially by a lower backlog turnover rate 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 2021 compared to the same period in 2020, coupled with a 16% increase in the average sales price of New Orders in the first
six months of 2021 compared to the same period in 2020. The segment’s gross profit margin percentage increased to 23.6% in 2021
from 20.5% in 2020. Gross profit margins were favorably impacted by the increase in the average settlement price attributable to
improved pricing power and improved leveraging of certain operating costs attributable to the increase in settlement activity year over
year. These favorable factors were partially offset by higher prices for lumber, certain other commodities and labor year over year.
Segment New Orders and the average sales price of New Orders increased 6% and 18%, respectively, in 2021 compared to
2020. New Orders and the average sales price of New Orders were higher due to favorable market conditions which, coupled with low
housing inventory levels, drove demand and provided us sustained pricing power since the second half of 2020.
18
Homebuilding Segment Reconciliations to Consolidated Homebuilding Operations
In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling
items between homebuilding segment profit and homebuilding consolidated profit before tax include unallocated corporate overhead
(which includes all management incentive compensation), 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 is primarily comprised of interest
charges on our 3.95% Senior Notes due 2022 and 3.00% Senior Notes due 2030, and is not charged to the operating segments because
the charges are included in the corporate capital allocation discussed above.
Homebuilding consolidated gross profit:
Mid Atlantic
North East
Mid East
South East
Consolidation adjustments and other
$
Homebuilding consolidated gross profit
$
$
Homebuilding consolidated profit before taxes:
Mid Atlantic
North East
Mid East
South East
Reconciling items:
Contract land deposit impairment reserve (1)
Equity-based compensation expense (2)
Corporate capital allocation (3)
Unallocated corporate overhead
Consolidation adjustments and other (4)
Corporate interest expense
Reconciling items sub-total
Homebuilding consolidated profit before taxes
$
Year Ended December 31,
2021
2020
2019
987,926 $
163,990
391,405
469,520
(74,263)
1,938,578 $
690,058 $
102,621
282,443
327,483
(11,117)
1,391,488 $
734,017
100,520
285,091
260,804
(9,450)
1,370,982
Year Ended December 31,
2021
2020
2019
734,941 $
105,432
271,756
329,982
22,163
(53,587)
252,787
(139,611)
(53,671)
(51,393)
(23,312)
1,418,799 $
437,849 $
50,677
168,605
205,029
(24,633)
(47,548)
239,233
(114,921)
63,025
(39,356)
75,800
937,960 $
478,537
51,728
173,374
155,144
1,644
(75,156)
224,468
(105,125)
43,486
(24,221)
65,096
923,879
(1) This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable
segments. See further discussion of contract land deposit impairment charges in Note 3 in the accompanying consolidated
financial statements.
(2) The decrease in equity-based compensation expense in 2020 was primarily attributable to stock options issued in 2014 under
the 2014 Equity Incentive Plan becoming fully vested in 2019. In addition, there were higher stock option forfeitures in 2020
compared to 2019.
(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 years presented:
19
Corporate capital allocation charge:
Mid Atlantic
North East
Mid East
South East
Total corporate capital allocation charge
Year Ended December 31,
2021
2020
2019
$
$
124,316 $
25,431
43,686
59,354
252,787 $
124,426 $
22,850
40,256
51,701
239,233 $
123,130
19,755
37,263
44,320
224,468
(4) The decrease in consolidation adjustments and other in 2021 compared to 2020 is driven by changes in lumber prices in 2021.
Our reportable segments' results include intercompany profits of our production facilities for home packages delivered to our
homebuilding divisions. For homes not yet settled, these intercompany profits are reversed through the consolidation
adjustments. Due to the significantly higher lumber prices in the first half of 2021, the previously reversed intercompany
profits were recognized in subsequent quarters through the consolidation adjustment as homes were settled, and our
consolidated homebuilding margins were negatively impacted by the higher lumber costs.
Mortgage Banking Segment
We conduct our mortgage banking activity through NVRM, a wholly owned subsidiary. NVRM focuses almost exclusively on
serving the homebuilding segment customer base. The following table summarizes the results of our mortgage banking operations and
certain statistical data for each of the last three years:
Loan closing volume:
Total principal
Loan volume mix:
Adjustable rate mortgages
Fixed-rate mortgages
Operating profit:
Segment profit
Equity-based compensation expense
Mortgage banking income
Capture rate:
Mortgage banking fees:
Net gain on sale of loans
Title services
Servicing fees
Year Ended December 31,
2021
2020
2019
$
6,073,934
$
5,317,811
$
5,164,725
3 %
97 %
2 %
98 %
8 %
92 %
$
$
$
$
176,251
(4,647)
171,604
89 %
205,582
42,958
792
249,332
$
$
$
$
143,319
(3,246)
140,073
90 %
168,720
38,554
760
208,034
$
$
$
$
105,292
(3,376)
101,916
90 %
128,642
38,537
641
167,820
Loan closing volume in 2021 increased by approximately $756,100, or 14%, from 2020. The increase was primarily
attributable to a 6% increase in the number of loans closed year over year due primarily to the aforementioned increase in the
homebuilding segment’s number of settlements in 2021 as compared to 2020 and an 8% increase in the average loan amount in 2021
compared to 2020.
Segment profit in 2021 increased by approximately $32,900, or 23%, from 2020. The increase in segment profit was primarily
attributable to an increase in mortgage banking fees. Mortgage banking fees increased by approximately $41,300, or 20%, resulting
from the aforementioned increase in loan closing volume and an increase in secondary marketing gains on sales of loans.
20
Mortgage Banking – Other
We sell all of the loans we originate into the secondary mortgage market. Insofar as we underwrite our originated loans to the
standards and specifications of the ultimate investor, we have no further financial obligations from the issuance of loans, except in
certain limited instances where repurchases or early payment default occur. Those underwriting standards are typically equal to or
more stringent than the underwriting standards required by FNMA, GNMA, FHLMC, VA and FHA. Because we sell all of our loans
and do not service them, there is often a substantial delay between the time that a loan goes into default and the time that the investor
requests us to reimburse them for losses incurred because of the default. We believe that all of the loans that we originate are
underwritten to the standards and specifications of the ultimate investor to whom we sell our originated loans. We employ a quality
control department to ensure that our underwriting controls are effective, and further assess the underwriting function as part of our
assessment of internal controls over financial reporting.
We maintain a reserve for losses on mortgage loans originated that reflects our judgment of the present loss exposure from the
loans that we have originated and sold. At December 31, 2021 and 2020, we had repurchase reserves of approximately $21,400 and
$20,500, respectively.
NVRM is dependent on our homebuilding operation’s customers for business. If new orders and selling prices of the
homebuilding segment decline, NVRM’s operations will also be adversely affected. In addition, NVRM’s operating results may be
adversely affected in future periods due to tightening and volatility of the credit markets, changes in investor funding times, increased
regulation of mortgage lending practices and increased competition in the mortgage market.
Seasonality
We generally have higher New Order activity in the first half of the year and higher home settlements, revenues and net income
in the second half of the year, however, the impact of the pandemic in both 2021 and 2020 on home demand, as well as supply chain
disruptions, have affected our typical seasonal New Order and settlement trends.
Effective Tax Rate
Our consolidated effective tax rates in 2021 and 2020 were 22.24% and 16.40%, respectively. The higher effective tax rate in
2021 was attributable primarily to the recognition of a lower income tax benefit related to excess tax benefits from stock option
exercises in 2021. Excess tax benefit recognized in 2021 and 2020 were approximately $48,400 and $92,200, respectively.
We expect continued tax rate volatility in future years attributable to the recognition of excess tax benefits from equity plan
activity and distributions from the deferred compensation plans.
Recent Accounting Pronouncements Pending Adoption
See Note 1 to the accompanying consolidated financial statements for discussion of recently issued accounting pronouncements
applicable to us.
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 December 31, 2021, we had a strong liquidity position with approximately $2,600,000 in cash and cash
equivalents, approximately $284,000 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 (i) payments due to service our
debt and interest on that debt. During 2022, we expect to use cash holdings to repurchase or retire $600,000 in senior notes maturing
in September 2022. Future interest payments on our outstanding senior notes total approximately $242,800, with approximately
$43,700 due within twelve months, (ii) payment obligations totaling approximately $300,000 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, and (iii)
obligations under operating and finance leases related primarily to office space and our production facilities (see Part I, Item 2 and
Note 13 of this Form 10-K for additional discussion of our properties and leases, respectively).
21
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 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in
Item 5 of this Form 10-K for disclosure of amounts repurchased during the fourth quarter of 2021. For the year ended December 31,
2021, we repurchased 322,038 shares of our common stock at an aggregate purchase price of $1,538,019. As of December 31, 2021,
we had approximately $508,000 available under Board approved repurchase authorizations.
Capital Resources
Senior Notes
As of December 31, 2021, we had a total of $1,500,000 in outstanding Senior Notes, $600,000 of which mature in September
2022 and the remaining $900,000 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
December 31, 2021.
Credit Agreement
We have a 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 $16,100 outstanding at December 31, 2021. The Credit Agreement termination date is February 12, 2026.
There were no borrowings outstanding under the Credit Agreement as of December 31, 2021.
Repurchase Agreement
Our mortgage banking subsidiary, NVRM, has an unsecured revolving mortgage repurchase agreement (the "Repurchase
Agreement") which is non-recourse to NVR. The purpose of the Repurchase Agreement is to finance the origination of mortgage loans
by NVRM. The Repurchase Agreement provides borrowing capacity up to $150,000, subject to certain sublimits. The Repurchase
Agreement expires on July 20, 2022. At December 31, 2021, there was no debt outstanding under the Repurchase Agreement and
there were no borrowing base limitations.
See Note 9 of this Form 10-K for additional disclosures regarding our Senior Notes, Credit Agreement and Repurchase
Agreement.
Cash Flows
For the year ended December 31, 2021, cash, restricted cash and cash equivalents decreased by $172,798. Net cash provided by
operating activities was $1,242,393, due primarily to cash provided by earnings in 2021 and net proceeds of $344,750 from mortgage
loan activity. Additionally, cash was provided by an increase in customer deposits of $176,705 attributable to the increase in our
ending backlog year over year. Cash was primarily used to fund the increase in inventory of $238,284, attributable to an increase in
units under construction at December 31, 2021 compared to December 31, 2020.
Net cash used in investing activities in 2021 was $18,179. Cash was used primarily for purchases of property, plant and
equipment.
Net cash used by financing activities in 2021 was $1,397,012. Cash was used primarily to repurchase shares of our common
stock under our ongoing common stock repurchase program as discussed above. Cash was provided from stock option exercise
proceeds totaling $142,370.
For the year ended December 31, 2020, cash, restricted cash and cash equivalents increased by $1,648,978. Net cash provided
by operating activities was $925,269, due primarily to cash provided by earnings in 2020 and net proceeds of $212,636 from mortgage
loan activity. Additionally, cash was provided by an increase in customer deposits attributable to the increase in our ending backlog
year over year. Cash was primarily used to fund the increase in inventory of $362,384, attributable to an increase in units under
construction at December 31, 2020 compared to December 31, 2019.
Net cash used in investing activities in 2020 of $3,933 was primarily used for purchases of property, plant and equipment of
$16,119, offset partially by the receipt of capital distributions from our unconsolidated JVs totaling $11,625.
22
Net cash provided by financing activities in 2020 was $727,642, due primarily to the net proceeds received from the issuance of
the 2030 Senior Notes totaling $923,905 and by $180,866 in proceeds from stock option exercises in 2020. Cash was used during the
period to repurchase 93,346 shares of our common stock at an aggregate purchase price of $371,078 under our ongoing common stock
repurchase program discussed above.
At December 31, 2021 and 2020, the homebuilding segment had restricted cash of $60,730 and $28,912, respectively.
Restricted cash in each year was attributable to customer deposits for certain home sales.
Critical Accounting Policies and Estimates
General
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting periods. We continually evaluate the estimates we use to prepare
the consolidated financial statements and update those estimates as necessary. In general, our estimates are based on historical
experience, on information from third party professionals, and other various assumptions that are believed to be reasonable under the
facts and circumstances. Actual results could differ materially from those estimates made by management.
Homebuilding Inventory
The carrying value of inventory is stated at the lower of cost or market value. Cost of lots and completed and uncompleted
housing units represent the accumulated actual cost of the units. Field construction supervisors’ salaries and related direct overhead
expenses are included in inventory costs. Interest costs are not capitalized into inventory, with the exception of land under
development and joint venture investments, as applicable. Upon settlement, the cost of the unit is expensed on a specific identification
basis. Cost of building materials is determined on a first-in, first-out basis.
Sold inventory is evaluated for impairment based on the contractual sales price compared to the total estimated cost to
construct. Unsold inventory is evaluated for impairment by analyzing recent comparable sales prices within the applicable community
compared to the costs incurred to date plus the expected costs to complete. Any calculated impairments are recorded immediately in
cost of sales.
Contract Land Deposits
We purchase finished lots under LPAs that require deposits that may be forfeited if we fail to perform under the contract. The
deposits are in the form of cash or letters of credit in varying amounts and represent a percentage of the aggregate purchase price of
the finished lots.
We maintain an allowance for losses on contract land deposits that reflects our judgment of the present loss exposure in the
existing contract land deposit portfolio at the end of the reporting period. To analyze contract land deposit impairments, we conduct a
loss contingency analysis each quarter. In addition to considering market and economic conditions, we assess contract land deposit
impairments on a community-by-community basis pursuant to the purchase contract terms, analyzing quantitative and qualitative
information including, as applicable, current sales absorption levels, recent sales’ profit margin, the dollar differential between the
contractual purchase price and the current market price for lots, a developer’s performance, a developer’s financial ability or
willingness to reduce lot prices to current market prices, if necessary, and the contract’s default status by either us or the developer
along with an analysis of the expected outcome of any such default.
Our analysis is focused on whether we can sell houses at an acceptable profit margin and sales pace in a particular community
in the current market with which we are faced. Because we do not own the finished lots on which we had placed a contract land
deposit, if the above analysis leads to a determination that we cannot sell homes at an acceptable profit margin and sales pace at the
current contractual lot price, we then determine whether we will elect to default under the contract, forfeit our deposit and terminate
the contract, or whether we will attempt to restructure the LPA, which may require us to forfeit the deposit to obtain contract
concessions from a developer. We also assess whether an impairment is present due to collectability issues resulting from a
developer’s non-performance because of financial or other conditions.
Although we consider the allowance for losses on contract land deposits reflected on the December 31, 2021 consolidated
balance sheet to be adequate (see Note 1 to the accompanying consolidated financial statements included herein), there can be no
assurance that this allowance will prove to be adequate over time to cover losses due to unanticipated adverse changes in the economy
or other events adversely affecting specific markets or the homebuilding industry.
Warranty/Product Liability Reserves
We establish warranty and product liability reserves to provide for estimated future expenses as a result of construction and
product defects, product recalls and litigation incidental to our homebuilding business. Liability estimates are determined based on our
judgment considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and
23
subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and
discussions with our General Counsel and outside counsel retained to handle specific product liability cases. Although we consider the
warranty and product liability accrual reflected on the December 31, 2021 consolidated balance sheet to be adequate (see Note 14 to
the accompanying consolidated financial statements included herein), there can be no assurance that this accrual will prove to be
adequate over time to cover losses due to increased costs for material and labor, the inability or refusal of manufacturers or
subcontractors to financially participate in corrective action, unanticipated adverse legal settlements, or other unanticipated changes to
the assumptions used to estimate the warranty and product liability accrual.
Equity-Based Compensation
We recognize equity-based compensation expense within our income statement for all share-based payment arrangements,
which include non-qualified stock options to purchase shares of NVR common stock ("Options") and restricted share units ("RSUs").
Compensation expense is based on the grant-date fair value of the Options and RSUs granted, and is recognized on a straight-line basis
over the requisite service period for the entire award (from the date of grant through the period of the last separately vesting portion of
the grant). Options and RSUs which are subject to a performance condition are treated as a separate award from the “service-only”
Options and RSUs, and compensation expense is recognized when it becomes probable that the stated performance target will be
achieved. We calculate the fair value of our Options, which are non-publicly traded, using the Black-Scholes option-pricing model.
The grant date fair value of the RSUs is the closing price of our common stock on the day immediately preceding the date of grant.
The reversal of compensation expense previously recognized for grants forfeited is recorded in the period in which the forfeiture
occurs.
As noted above, we calculate the fair value of our Options, which are non-publicly traded, using the Black-Scholes option-
pricing model. While the Black-Scholes model is a widely accepted method to calculate the fair value of options, its results are
dependent on input variables, two of which, expected term and expected volatility, are significantly dependent on management’s
judgment. We have concluded that our historical exercise experience is the best estimate of future exercise patterns to determine an
Option’s expected term. To estimate expected volatility, we analyze the historical volatility of our common stock over a period equal
to the Option’s expected term. Changes in management’s judgment of the expected term and the expected volatility could have a
material effect on the grant-date fair value calculated and expensed within the income statement.
In addition, when recognizing equity-based compensation cost related to “performance condition” Option and RSU grants, we
are required to make a determination as to whether the performance conditions will be met prior to the completion of the actual
performance period. The performance metric is based on our return on capital performance during a specified three year period based
on the date of Option grant. While we currently believe that this performance condition will be satisfied at the target level and are
recognizing compensation expense related to such Options and RSUs accordingly, our future expected activity levels could cause us to
make a different determination, resulting in a change to the compensation expense to be recognized related to performance condition
Option and RSU grants that would otherwise have been recognized to date.
Although we believe that the compensation costs recognized in 2021 are representative of the cumulative ratable amortization
of the grant-date fair value of unvested Options and RSUs outstanding, changes to the estimated input values such as expected term
and expected volatility and changes to the determination of whether performance condition grants will vest, could produce widely
different expense valuations and recognition.
Mortgage Repurchase Reserve
We originate several different loan products to our customers to finance the purchase of their home. We sell all of the loans we
originate into the secondary mortgage market, on a servicing released basis, typically within 30 days from closing. All of the loans that
we originate are underwritten to the standards and specifications of the ultimate investor. Those underwriting standards are typically
equal to or more stringent than the underwriting standards required by FNMA, GNMA, FHLMC, VA and FHA. Insofar as we
underwrite our originated loans to those standards, we bear no increased concentration of credit risk from the issuance of loans, except
in certain limited instances where repurchases or early payment default occur. We employ a quality control department to ensure that
our underwriting controls are effectively operating, and further assess the underwriting function as part of our assessment of internal
controls over financial reporting. We maintain a reserve for losses on mortgage loans originated that reflects our judgment of the
present loss exposure in the loans that we have originated and sold. The reserve is calculated based on an analysis of historical
experience and exposure. Although we consider the mortgage repurchase reserve reflected on the December 31, 2021 consolidated
balance sheet to be adequate (see Note 16 to the accompanying consolidated financial statements included herein), there can be no
assurance that this reserve will prove to be adequate over time to cover losses due to unanticipated changes to the assumptions used to
estimate the mortgage repurchase reserve.
Impact of Inflation, Changing Prices and Economic Conditions
See “Risk Factors” included in Item 1A of this Form 10-K for a description of the impact of inflation, changing prices and
economic conditions on our business and our financial results. See also the discussion of the current business environment in the
Overview section above.
24
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
(dollars in thousands)
Market risk is the risk of loss arising from adverse changes in market prices and interest rates. Our market risk arises from
interest rate risk inherent in our financial instruments and debt obligations. Interest rate risk results from the possibility that changes in
interest rates will cause unfavorable changes in net income or in the value of interest rate-sensitive assets, liabilities and commitments.
Lower interest rates tend to increase demand for mortgage loans for home purchasers, while higher interest rates make it more difficult
for potential borrowers to purchase residential properties and to qualify for mortgage loans. We have no market rate sensitive
instruments held for speculative or trading purposes.
We are exposed to interest rate risk as it relates to our fixed rate debt, primarily our Senior Notes and our variable rate credit
facility and loan repurchase facility. Changes to interest rates generally affect the fair value of fixed-rate debt instruments, but not
earnings or cash flows. For variable rate debt, interest rate changes generally will not affect the fair value of the variable debt
instruments but will affect earnings and cash flow. At December 31, 2021, there was no debt outstanding under our credit facility or
loan repurchase facility. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and
Note 9 to the accompanying consolidated financial statements included herein for further discussion of these debt instruments.
Our mortgage banking segment is exposed to interest rate risk as it relates to its lending activities, including originating
mortgage loans and providing rate lock commitments to borrowers. To mitigate the effect of the interest rate risk inherent in providing
rate lock commitments to borrowers, we enter into optional or mandatory delivery forward sales contracts to sell whole loans and
mortgage-backed securities to investors. The forward sales contracts lock-in a range of interest rates and prices for the sale of loans
similar to the specific rate lock commitments. We do not engage in speculative or trading derivative activities. All of the mortgage
banking segment’s loan portfolio is held for sale and subject to forward sale commitments. See Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations and Note 15 to the accompanying consolidated financial statements
included herein for further discussion of these items.
The following table represents the contractual balances of our on-balance sheet financial instruments at the expected maturity
dates, as well as the fair values of those on-balance sheet financial instruments at December 31, 2021. The expected maturity
categories take into consideration the actual and anticipated amortization of principal and do not take into consideration the
reinvestment of cash or the refinancing of existing indebtedness. Because we sell all of the mortgage loans we originate into the
secondary markets, we have made the assumption that the portfolio of mortgage loans held for sale will mature in the first year.
2022
2023
2024
2025
2026
Thereafter
Total
Fair
Value
Maturities (000's)
Mortgage banking segment
Interest rate sensitive assets:
Mortgage loans held for sale
$ 297,896
Average interest rate
3.0 %
Other:
Forward trades of mortgage-backed
securities (a)
Forward loan commitments (a)
$
(218)
$ 14,159
Homebuilding segment
Interest rate sensitive assets:
Interest-bearing deposits
$ 2,251,298
Average interest rate
0.1 %
Interest rate sensitive liabilities:
Fixed rate obligations
Average interest rate
$ 600,000
4.0 %
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ 297,896
$ 302,192
3.0 %
$
(218)
$ 14,159
$
$
(218)
14,159
$ 2,251,298
$ 2,251,298
0.1 %
— $ 900,000
$ 1,500,000
$ 1,552,644
—
2.7 %
3.2 %
(a)
Represents the fair value recorded pursuant to ASC 815, Derivatives and Hedging.
25
Item 8.
Financial Statements and Supplementary Data.
The financial statements listed in Item 15 are filed as part of this report and are incorporated herein by reference.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure 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 the principal executive officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (“Exchange Act”).
Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation
of these disclosure controls and procedures as of December 31, 2021 were effective to provide reasonable assurance that information
required to be disclosed in our reports under the Exchange Act, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control –
Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of
December 31, 2021. There have been no changes in our internal control over financial reporting identified in connection with the
evaluation referred to above that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, an independent
registered public accounting firm, as stated in their attestation report which is included herein.
Item 9B. Other Information.
Effective February 16, 2022, Paul W. Praylo no longer serves as Senior Vice President and Chief Operating Officer, and now
serves NVR as Area President, a non-executive officer position.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
26
Item 10.
Directors, Executive Officers, and Corporate Governance.
PART III
Our executive officers are:
Name
Paul C. Saville
Daniel D. Malzahn
Eugene J. Bredow
Matthew B. Kelpy
Age
66
52
52
48
Title
President and Chief Executive Officer
Senior Vice President, Chief Financial Officer and Treasurer
President, NVR Mortgage
Vice President and Chief Accounting Officer
The remaining information required by this item will be included under the captions "Proposal No.1 - Election of Directors",
"Executive Summary" within "Compensation Discussion and Analysis", "Corporate Governance Principles and Board Matters" and
"Delinquent Section 16(a) Reports" within "Security Ownership of Beneficial Owners and Management" in our definitive Proxy
Statement for the 2022 Annual Meeting of Shareholders ("2022 Proxy Statement") and is incorporated herein by reference. Our 2022
Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, 2022.
Item 11.
Executive Compensation.
The information required by this item will be included under the caption "Compensation Discussion and Analysis" in our 2022
Proxy Statement and is incorporated herein by reference. Our 2022 Proxy Statement is expected to be filed with the Securities and
Exchange Commission on or prior to April 30, 2022.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
The following table summarizes our equity compensation plans as of December 31, 2021:
Plan category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Equity compensation plans approved by security holders (1)
551,259 $
2,351.77
Equity compensation plans not approved by security holders
Total
— $
—
551,259 $
2,351.77
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in the
first column)
266,212
—
266,212
(1)
This category includes the restricted share units (“RSUs”) authorized to be issued under the 2010 and 2018 Equity Incentive
Plans. At December 31, 2021, there were 16,564 RSUs outstanding. Of the total 266,212 shares remaining available for future
issuance under the shareholder approved plans, up to a total of 36,470 may be issued as RSUs. The weighted-average exercise
price of outstanding options under security holder approved plans was $2,424.62.
The remaining information required by this item will be included under the caption "Security Ownership of Certain Beneficial
Owners and Management" in our 2022 Proxy Statement and is incorporated herein by reference. Our 2022 Proxy Statement is
expected to be filed with the Securities and Exchange Commission on or prior to April 30, 2022.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included under the caption "Corporate Governance Principles and Board Matters"
in our 2022 Proxy Statement and is incorporated herein by reference. Our 2022 Proxy Statement is expected to be filed with the
Securities and Exchange Commission on or prior to April 30, 2022.
27
Item 14.
Principal Accountant Fees and Services.
The information required by this item will be included under the caption "Proposal No. 2 - Ratification of Appointment of
Independent Auditor" in our 2022 Proxy Statement and is incorporated herein by reference. Our 2022 Proxy Statement expected to be
filed with the Securities and Exchange Commission on or prior to April 30, 2022.
28
Item 15.
Exhibits and Financial Statement Schedules.
The following documents are filed as part of this report:
PART IV
1.
Financial Statements
NVR, Inc. - Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (KPMG LLP, McLean, VA, Auditor Firm ID: 185)
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
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
Exhibit Description
Restated Articles of Incorporation of NVR, Inc.
Bylaws, as amended, of NVR, Inc.
Indenture dated as of April 14, 1998 between NVR,
Inc., as issuer and the Bank of New York as trustee.
Form of Note (included in Indenture).
Fifth Supplemental Indenture dated September 10,
2012 among NVR, Inc. and U.S. Bank Trust
National Association.
Sixth Supplemental Indenture dated as of May 4,
2020 among NVR, Inc. and U.S. Bank Trust
National Association.
Seventh Supplemental Indenture dated September 9,
2020 between NVR, Inc. and U.S. Bank Trust
National Association.
Eighth Supplemental Indenture dated September 17,
2020 between NVR, Inc. and U.S. Bank Trust
National Association.
Form of Global Note.
Description of Securities of NVR, Inc.
Amended and Restated Employment Agreement
between NVR, Inc. and Paul C. Saville dated
November 4, 2015.
Amended and Restated Employment Agreement
between NVR, Inc. and Daniel D. Malzahn dated
November 4, 2015.
Amended and Restated Employment Agreement
between NVR, Inc. and Eugene J. Bredow dated
November 4, 2015.
Amendment No. 1 to Employment Agreement
between NVR, Inc. and Eugene J. Bredow dated
March 1, 2018.
Amendment No. 2 to Employment Agreement
between NVR, Inc. and Eugene J. Bredow dated
April 1, 2019.
Employment Agreement between NVR, Inc. and
Paul W. Praylo dated January 28, 2019.
Extension of Employment Agreement between
NVR, Inc. and Paul C. Saville date November 4,
2020.
29
Form
10-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10-K
10-Q
10-Q
10-Q
10-Q
10-Q
10-K
10-Q
Incorporated by Reference
File
Number
Exhibit
Number
3.1
3.1
4.3
4.5
4.1
4.1
4.1
4.2
4.2
4.5
Filing Date
2/25/2011
3/17/2016
4/23/1998
4/23/1998
9/10/2012
5/4/2020
9/9/2020
9/17/2020
9/10/2012
2/19/2020
10.1
11/6/2015
10.2
11/6/2015
10.4
11/6/2015
10.1
5/1/2018
10.2
5/1/2019
10.8
10.1
2/13/2019
11/4/2020
Exhibit
Number
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
Exhibit Description
Extension of Employment Agreement between
NVR, Inc. and Daniel D. Malzahn date November 4,
2020.
Extension of Employment Agreement between
NVR, Inc. and Paul W. Praylo date November 4,
2020.
Extension of Employment Agreement between
NVR, Inc. and Eugene J. Bredow date November 4,
2020.
Profit Sharing Plan of NVR, Inc. and Affiliated
Companies.
Employee Stock Ownership Plan of NVR, Inc.
Amended and Restated NVR, Inc. Nonqualified
Deferred Compensation Plan.
First Amendment to NVR, Inc. Nonqualified
Deferred Compensation Plan.
Description of the Board of Directors’ compensation
arrangement.
NVR, Inc. 2018 Equity Incentive Plan
The Form of Non-Qualified Stock Option
Agreement (Management time-based grants) under
the NVR, Inc. 2018 Equity Incentive Plan.
The Form of Non-Qualified Stock Option
Agreement (Director time-based grants) under the
NVR, Inc. 2018 Equity Incentive Plan.
The Form of Non-Qualified Stock Option
Agreement (Management performance-based
grants) under the NVR, Inc. 2018 Equity Incentive
Plan.
The Form of Non-Qualified Stock Option
Agreement (Director performance-based grants)
under the NVR, Inc. 2018 Equity Incentive Plan.
The Form of Restricted Share Units Agreement
(Management grants) under the NVR, Inc. 2018
Equity Incentive Plan.
The Form of Restricted Share Units Agreement
(Director grants) under the NVR, Inc. 2018 Equity
Incentive Plan.
NVR, Inc. 2014 Equity Incentive Plan.
The Form of Non-Qualified Stock Option
Agreement (Management time-based grants) under
the NVR, Inc. 2014 Equity Incentive Plan.
The Form of Non-Qualified Stock Option
Agreement (Director time-based grants) under the
NVR, Inc. 2014 Equity Incentive Plan.
The Form of Non-Qualified Stock Option
Agreement (Management performance-based
grants) under the NVR, Inc. 2014 Equity Incentive
Plan.
The Form of Non-Qualified Stock Option
Agreement (Director performance-based grants)
under the NVR, Inc. 2014 Equity Incentive Plan.
NVR, Inc. 2010 Equity Incentive Plan.
The Amended Form of Non-Qualified Stock Option
Agreement (Management grants) under the NVR,
Inc. 2010 Equity Incentive Plan.
30
Incorporated by Reference
File
Number
Exhibit
Number
10.2
Filing Date
11/4/2020
10.3
11/4/2020
10.4
11/4/2020
Form
10-Q
10-Q
10-Q
S-8
333-29241
4.1
6/13/1997
10-K/A
10-Q
10-K
10-K
S-8
8-K
8-K
8-K
8-K
8-K
8-K
S-8
10-K
8-K
10-K
8-K
S-8
10-K
333-224629
10.5
12/31/1994
11/6/2015
10.36
2/15/2017
10.15
2/13/2019
10.1
10.1
5/3/2018
5/14/2018
10.2
5/14/2018
10.3
5/14/2018
10.4
5/14/2018
10.5
5/14/2018
10.6
5/14/2018
333-195756
10.1
10.2
5/7/2014
2/14/2018
10.2
5/7/2014
10.17
2/14/2018
10.4
5/7/2014
333-166512
10.1
10.29
5/4/2010
2/13/2019
Exhibit
Number
10.30*
10.31*
10.32*
10.33*
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
Form
10-K
8-K
10-Q
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10-Q
10-Q
10-Q
Exhibit Description
The Form of Non-Qualified Stock Option
Agreement (Management performance-based
grants) under the NVR, Inc. 2010 Equity Incentive
Plan.
The Form of Non-Qualified Stock Option
Agreement (Director grants) under the NVR, Inc.
2010 Equity Incentive Plan.
The Form of Restricted Share Units Agreement
(Management grants) under the NVR, Inc. 2010
Equity Incentive Plan.
The Form of Restricted Share Units Agreement
(Director grants) under the NVR, Inc. 2010 Equity
Incentive Plan.
Amended and Restated Master Repurchase
Agreement dated as of August 2, 2011, between
NVR Mortgage Finance, Inc. and U.S. Bank
National Association.
First Amendment to Amended and Restated Master
Repurchase Agreement dated as of August 1, 2012,
between NVR Mortgage Finance, Inc. and U.S.
Bank National Association.
Second Amendment to Amended and Restated
Master Repurchase Agreement dated as of
November 13, 2012, between NVR Mortgage
Finance, Inc. and U.S. Bank National Association.
Third Amendment to Amended and Restated Master
Repurchase Agreement dated as of November 29,
2012, between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Fourth Amendment to Amended and Restated
Master Repurchase Agreement dated as of July 31,
2013, between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Fifth Amendment to Amended and Restated Master
Repurchase Agreement dated as of July 30, 2014,
between NVR Mortgage Finance, Inc. and U.S.
Bank National Association.
Sixth Amendment to Amended and Restated Master
Repurchase Agreement dated as of July 29, 2015,
between NVR Mortgage Finance, Inc. and U.S.
Bank National Association.
Seventh Amendment to Amended and Restated
Master Repurchase Agreement dated as of January
18, 2016, between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Eighth Amendment to Amended and Restated
Master Repurchase Agreement dated as of July 27,
2016, between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Ninth Amendment to Amended and Restated Master
Repurchase Agreement dated as of July 26, 2017,
between NVR Mortgage Finance, Inc. and U.S.
Bank National Association.
Tenth Amendment to Amended and Restated Master
Repurchase Agreement dated as of July 25, 2018
between NVR Mortgage Finance, Inc. and U.S.
Bank National Association.
31
Incorporated by Reference
File
Number
Exhibit
Number
10.30
Filing Date
2/13/2019
10.2
5/6/2010
10.2
7/30/2013
10.4
5/6/2010
10.1
1/21/2016
10.2
1/21/2016
10.3
1/21/2016
10.4
1/21/2016
10.5
1/21/2016
10.6
1/21/2016
10.7
1/21/2016
10.8
1/21/2016
10.2
7/28/2016
10.1
7/28/2017
10.1
7/30/2018
Incorporated by Reference
File
Number
Exhibit
Number
10.1
Filing Date
7/31/2019
10.1
8/3/2020
10.1
8/3/2021
10.1
7/18/2016
Exhibit
Number
10.45
10.46
10.47
10.48
Exhibit Description
Eleventh Amendment to Amended and Restated
Master Repurchase Agreement dated as of July 24,
2019 between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Twelfth Amendment to Amended and Restated
Master Repurchase Agreement dated as of July 8,
2020 between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Thirteenth Amendment to Amended and Restated
Master Repurchase Agreement dated as of July 21,
2021 between NVR Mortgage Finance, Inc. and
U.S. Bank National Association.
Credit Agreement dated as of July 15, 2016 among
NVR, Inc. and the lenders party hereto, Bank of
America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated as Sole Lead
Arranger and Sole Book Runner.
Form
10-Q
10-Q
10-Q
8-K
10.49*
Summary of 2022 Executive Officer Incentive
Compensation plan. Filed herewith.
21
23
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
NVR, Inc. Subsidiaries. Filed herewith.
Consent of KPMG LLP (Independent Registered
Public Accounting Firm). Filed herewith.
Certification of NVR’s Chief Executive Officer
pursuant to Rule 13a-14(a). Filed herewith.
Certification of NVR’s Chief Financial Officer
pursuant to Rule 13a-14(a). Filed herewith.
Certification of NVR’s Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
XBRL Instance Document - the instance document
does not appear in the Interactive Data File because
XBRL tags are embedded within the Inline XBRL
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
Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101).
* Exhibit is a management contract or compensatory
plan or arrangement.
32
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
NVR, Inc.
February 16, 2022 By:
/s/ Paul C. Saville
Paul C. Saville
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Dwight C. Schar
Dwight C. Schar
/s/ C. E. Andrews
C. E. Andrews
/s/ Sallie B. Bailey
Sallie B. Bailey
/s/ Thomas D. Eckert
Thomas D. Eckert
/s/ Alfred E. Festa
Alfred E. Festa
/s/ Manuel H. Johnson
Manuel H. Johnson
/s/ Alexandra A. Jung
Alexandra A. Jung
/s/ Mel Martinez
Mel Martinez
/s/ William A. Moran
William A. Moran
/s/ David A. Preiser
David A. Preiser
/s/ W. Grady Rosier
W. Grady Rosier
/s/ Susan Williamson Ross
Susan Williamson Ross
/s/ Paul C. Saville
Paul C. Saville
/s/ Daniel D. Malzahn
Daniel D. Malzahn
/s/ Matthew B. Kelpy
Matthew B. Kelpy
Title
Chairman
Date
February 16, 2022
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
February 16, 2022
Principal Executive Officer
February 16, 2022
Principal Financial Officer
February 16, 2022
Principal Accounting Officer
February 16, 2022
33
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
NVR, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NVR, Inc. and subsidiaries (the Company) as of December 31,
2021 and 2020, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-
year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United Sates) (PCAOB),
the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated February 16, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Assessment of the allowance for losses on contract land deposits
As discussed in Notes 1 and 3 to the consolidated financial statements, the Company’s allowance for losses on contract land
deposits (“lot deposit reserve”) was $30,041,000 recorded against total contract land deposit assets of $527,180,000 as of
December 31, 2021. The Company estimated the lot deposit reserve using a loss contingency analysis that assesses a combination
of quantitative and qualitative information for each individual deposit associated with a community. As the Company does not
own the lots on which they have placed a deposit, the loss contingency analysis assesses contracts on a community-by-community
basis, and records an estimated lot deposit reserve for communities which may result in forfeiture of the lot deposit. In estimating
this reserve, the Company evaluates whether it can sell houses at an acceptable profit margin and sales pace, and considers market
and economic conditions.
34
We identified the assessment of the lot deposit reserve as a critical audit matter. Such assessment involved measurement
uncertainty that required subjective auditor judgment. Specifically, the assessment encompassed the evaluation of the loss
contingency analysis, inclusive of (1) the method used to estimate the reserve assigned to a lot deposit, (2) the quantitative data
metrics, as applicable, of profit margin and sales volumes, and (3) the qualitative factors, as applicable, of developer performance
and community specific factors. In addition, it was challenging to obtain objective audit evidence, and evaluate the sufficiency of
that audit evidence.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls over (1) the development and approval of the loss contingency analysis, (2)
the determination of the quantitative data metrics and qualitative factors used in the analysis, and (3) the preparation and
measurement of the lot deposit reserve estimate. We evaluated the process to develop the quantitative and qualitative information
used to assess the lot deposit reserve rates. Specifically, we assessed the consistency of data used in the process with its source,
evaluated the reliability of data sources, and considered if all relevant data points were used in the analysis. We tested the reserve
balance by:
•
•
•
•
assessing the recoverability of a sample of individual lot deposits and comparing our results to those of the Company
analyzing the timing of changes for a sample of lot deposits for consistency with changes in quantitative or qualitative data
evaluating the consistency of the loss contingency analysis by comparing the reserve treatment of similar lot deposits and
community positions between the current and prior years
comparing prior reserve estimates to subsequent lot deposit forfeiture activity.
We also evaluated the collective results of the procedures performed to assess the sufficiency of the audit evidence obtained
related to the Company’s lot deposit reserve.
KPMG LLP
We have served as the Company's auditor since 1987.
McLean, Virginia
February 16, 2022
35
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
NVR, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited NVR, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based
on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of
income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related
notes (collectively, the consolidated financial statements), and our report dated February 16, 2022 expressed an unqualified opinion on
those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
KPMG LLP
McLean, Virginia
February 16, 2022
36
NVR, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
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
Deferred tax 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 consolidated financial statements.
December 31, 2021
December 31, 2020
$
2,545,069 $
2,714,720
60,730
18,552
1,777,862
127,434
12,147
29,923
28,912
18,299
1,484,936
123,197
62,790
38,159
1,947,366
1,709,082
497,139
56,979
59,010
41,580
132,894
96,124
387,628
57,786
53,110
41,580
132,980
70,419
5,455,443
5,214,516
28,398
2,519
302,192
3,658
9,758
7,347
25,160
379,032
63,547
2,334
449,760
4,544
12,439
7,347
22,654
562,625
$
5,834,475 $
5,777,141
37
NVR, Inc.
Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
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
December 31, 2021
December 31, 2020
$
336,560 $
435,860
417,463
64,128
1,516,255
2,770,266
51,394
10,437
61,831
339,867
440,671
240,758
59,357
1,517,395
2,598,048
62,720
13,299
76,019
Total liabilities
2,832,097
2,674,067
Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value; 60,000,000 shares authorized; 20,555,330 shares issued as
of both December 31, 2021 and December 31, 2020
Additional paid-in capital
Deferred compensation trust – 106,697 shares of NVR, Inc. common stock as of both
December 31, 2021 and December 31, 2020
Deferred compensation liability
Retained earnings
Less treasury stock at cost – 17,107,889 and 16,859,753 shares as of December 31, 2021
and December 31, 2020, respectively
Total shareholders' equity
Total liabilities and shareholders' equity
206
206
2,378,191
2,214,426
(16,710)
16,710
(16,710)
16,710
10,047,839
8,811,120
(9,423,858)
3,002,378
$
5,834,475 $
(7,922,678)
3,103,074
5,777,141
See notes to consolidated financial statements.
38
NVR, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
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
$
$
$
$
Year Ended December 31,
2021
2020
2019
8,701,693 $
6,559
(6,763,115)
(474,808)
1,470,329
(51,530)
1,418,799
7,328,889 $
16,938
(5,937,401)
(431,008)
977,418
(39,458)
937,960
7,220,844
24,779
(5,849,862)
(447,547)
948,214
(24,335)
923,879
249,332
8,725
3,753
(88,619)
(1,587)
171,604
208,034
8,930
3,249
(78,726)
(1,414)
140,073
167,820
12,142
2,857
(79,858)
(1,045)
101,916
1,590,403
(353,684)
1,078,033
(176,785)
1,025,795
(147,256)
1,236,719 $
901,248 $
878,539
345.37 $
244.11 $
241.31
320.48 $
230.11 $
221.13
3,581
3,859
3,692
3,917
3,641
3,973
See notes to consolidated financial statements.
39
NVR, Inc.
Consolidated Statements of Shareholders’ Equity
(in thousands)
Balance, December 31, 2018
$
206 $ 1,820,223 $ 7,031,333 $ (7,043,200) $
(16,937) $
16,937 $ 1,808,562
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Deferred
Compensation
Trust
Deferred
Compensation
Liability
Total
Net income
Deferred compensation activity, net
Purchase of common stock for
treasury
Equity-based compensation
Proceeds from stock options exercised
Treasury stock issued upon option
exercise and restricted share vesting
—
—
—
—
—
—
—
—
—
78,532
274,028
(117,376)
878,539
—
—
—
—
—
—
—
(698,417)
—
—
117,376
—
25
—
—
—
—
—
(25)
878,539
—
—
—
—
—
(698,417)
78,532
274,028
—
Balance, December 31, 2019
206
2,055,407
7,909,872
(7,624,241)
(16,912)
16,912
2,341,244
Net income
Deferred compensation activity, net
Purchase of common stock for
treasury
Equity-based compensation
Proceeds from stock options exercised
Treasury stock issued upon option
exercise and restricted share vesting
—
—
—
—
—
—
—
—
—
50,794
180,866
(72,641)
901,248
—
—
—
—
—
—
—
(371,078)
—
—
72,641
—
202
—
—
—
—
—
901,248
(202)
—
—
—
—
—
(371,078)
50,794
180,866
—
Balance, December 31, 2020
206
2,214,426
8,811,120
(7,922,678)
(16,710)
16,710
3,103,074
Net income
Purchase of common stock for
treasury
Equity-based compensation
Proceeds from stock options exercised
Treasury stock issued upon option
exercise and restricted share vesting
—
—
—
—
—
—
1,236,719
—
—
58,234
142,370
(36,839)
—
—
—
—
(1,538,019)
—
—
36,839
—
—
—
—
—
—
1,236,719
—
—
—
—
(1,538,019)
58,234
142,370
—
Balance, December 31, 2021
$
206 $ 2,378,191 $ 10,047,839 $ (9,423,858) $
(16,710) $
16,710 $ 3,002,378
See notes to consolidated financial statements.
40
NVR, Inc.
Consolidated Statements of Cash Flows
(in thousands)
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) impairments and other impairments, net
Gain on sale of loans, net
Deferred tax (benefit)
Mortgage loans closed
Year Ended December 31,
2021
2020
2019
$
1,236,719 $
901,248 $
878,539
19,463
58,234
(20,827)
(205,582)
(234)
21,992
50,794
28,079
(168,720)
(17,565)
20,818
78,532
(680)
(128,642)
(4,070)
(6,079,454)
(5,323,932)
(5,169,422)
Mortgage loans sold and principal payments on mortgage loans held for sale
6,424,204
5,536,568
5,260,600
Distribution of earnings from unconsolidated joint ventures
9,500
1,432
3,476
Net change in assets and liabilities:
Increase in inventory
(Increase) decrease in contract land deposits
Decrease (increase) in receivables
(Decrease) increase in accounts payable and accrued expenses
Increase (decrease) 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
Proceeds from the issuance of senior notes
Debt issuance costs
Principal payments on finance lease liabilities
Proceeds from the exercise of stock options
Net cash (used in) provided by financing activities
(238,284)
(87,374)
1,956
(19,954)
176,705
(32,679)
1,242,393
(1,282)
—
(17,875)
978
(18,179)
(1,538,019)
—
—
(1,363)
142,370
(1,397,012)
(362,384)
519
(1,675)
168,667
108,872
(18,626)
925,269
(435)
11,625
(16,119)
996
(3,933)
(371,078)
923,905
(5,062)
(989)
180,866
727,642
Net (decrease) increase in cash, restricted cash, and cash equivalents
Cash, restricted cash, and cash equivalents, beginning of the year
(172,798)
2,809,782
1,648,978
1,160,804
(94,178)
(16,994)
2,754
33,926
(6,360)
8,236
866,535
(702)
8,247
(22,699)
1,870
(13,284)
(698,417)
—
—
(306)
274,028
(424,695)
428,556
732,248
Cash, restricted cash, and cash equivalents, end of the year
$
2,636,984 $
2,809,782 $
1,160,804
Supplemental disclosures of cash flow information:
Interest paid during the year, net of interest capitalized
Income taxes paid during the year, net of refunds
$
$
53,680 $
36,805 $
389,383 $
163,076 $
24,453
153,915
See notes to consolidated financial statements.
41
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
1.
Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of NVR, Inc. and its subsidiaries (“NVR”, the
“Company”, "we", "us", or "our") and certain other entities in which the Company is deemed to be the primary beneficiary (see Notes
3 and 4 herein for additional information). All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Management continually evaluates the estimates used to prepare the consolidated financial
statements and updates those estimates as necessary. In general, our estimates are based on historical experience, on information from
third party professionals, and other various assumptions that are believed to be reasonable under the facts and circumstances. Actual
results could differ materially from those estimates made by management.
Cash and Cash Equivalents
Cash and cash equivalents include short-term investments with maturities at acquisition of three months or less.
Restricted Cash
Homebuilding restricted cash was attributable to customer deposits for certain home sales. Mortgage banking restricted cash
includes amounts collected from customers for loans in process and closed mortgage loans held for sale.
At December 31, 2021 and 2020, $268 and $269, respectively, of cash related to a consolidated variable interest entity is
included in homebuilding “Other assets” on the accompanying consolidated balance sheet.
Homebuilding Inventory
The carrying value of inventory is stated at the lower of cost or market value. Cost of lots and completed and uncompleted
housing units represent the accumulated actual cost of the units. Field construction supervisors’ salaries and related direct overhead
expenses are included in inventory costs. Interest costs are not capitalized into inventory, with the exception of land under
development and joint venture investments, as applicable (see below). Upon settlement, the cost of the unit is expensed on a specific
identification basis. Cost of building materials is determined on a first-in, first-out basis.
Sold inventory is evaluated for impairment based on the contractual sales price compared to the total estimated cost to
construct. Unsold inventory is evaluated for impairment by analyzing recent comparable sales prices within the applicable community
compared to the costs incurred to date plus the expected costs to complete. Any calculated impairments are recorded immediately in
cost of sales.
Contract Land Deposits
We purchase finished lots under fixed price lot purchase agreements (“LPAs”) that require deposits that may be forfeited if we
fail to perform under the contract. The deposits are in the form of cash or letters of credit in varying amounts and represent a
percentage of the aggregate purchase price of the finished lots.
We maintain an allowance for losses on contract land deposits that reflects our judgment of the present loss exposure in the
existing contract land deposit portfolio at the end of the reporting period. To analyze contract land deposit impairments, we conduct a
loss contingency analysis each quarter. In addition to considering market and economic conditions, we assess contract land deposit
impairments on a community-by-community basis pursuant to the purchase contract terms, analyzing quantitative and qualitative
information including, as applicable, current sales absorption levels, recent sales’ profit margin, the dollar differential between the
contractual purchase price and the current market price for lots, a developer’s performance, a developer’s financial ability or
willingness to reduce lot prices to current market prices, if necessary, and the contract’s default status by either us or the developer
along with an analysis of the expected outcome of any such default.
Our analysis is focused on whether we can sell houses at an acceptable profit margin and sales pace in a particular community
in the current market with which we are faced. Because we do not own the finished lots on which we have placed a contract land
deposit, if the above analysis leads to a determination that we cannot sell homes at an acceptable profit margin and sales pace at the
current contractual lot price, we then determine whether we will elect to default under the contract, forfeit the deposit and terminate
the contract, or whether we will attempt to restructure the LPA, which may require us to forfeit the deposit to obtain contract
42
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
concessions from a developer. We also assess whether impairment is present due to collectibility issues resulting from a developer’s
non-performance because of financial or other conditions.
For the year ended December 31, 2021 we incurred a net pre-tax recovery of approximately $22,100 of contract land deposits
previously determined to be unrecoverable. For the year ended December 31, 2020, we incurred a net pre-tax charge of approximately
$25,600 related to the impairment of contract land deposits. For the year ended December 31, 2019, we incurred a net pre-tax
recovery of approximately $700 of contract land deposits previously determined to be unrecoverable. The contract land deposit assets
on the accompanying consolidated balance sheets are shown net of the allowance for losses of $30,041 and $52,205 at December 31,
2021 and 2020, respectively.
Land Under Development
On a limited basis, we directly acquire raw parcels of land already zoned for its intended use to develop into finished lots. Land
under development includes the land acquisition costs, direct improvement costs, capitalized interest, where applicable, and real estate
taxes.
Land under development, including the land under development held by our unconsolidated joint ventures and the related joint
venture investments, is reviewed for potential write-downs when impairment indicators are present. In addition to considering market
and economic conditions, we assess land under development impairments on a community-by-community basis, analyzing, as
applicable, current sales absorption levels, recent sales’ profit margin, and the dollar differential between the projected fully-developed
cost of the lots and the current market price for lots. If indicators of impairment are present for a community, we perform an analysis
to determine if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts, and if so,
impairment charges are required to be recorded in an amount by which the carrying amount of the assets exceeds the fair value of such
assets. Our determination of fair value is primarily based on discounting the estimated future cash flows at a rate commensurate with
the inherent risks associated with the assets and related estimated cash flow streams. See Notes 4 and 5 for further discussion of joint
venture investments and land under development, respectively.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is based on the
estimated useful lives of the assets using the straight-line method. Model home furniture and fixtures are generally depreciated over a
2-year period, office facilities and other equipment are depreciated over a period of 3 to 10 years and production facilities are
depreciated over periods of 5 to 40 years.
Leases
We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. Once determined that an
arrangement is a lease, we then determine if the lease is an operating lease or a finance lease. Both operating and finance leases result
in us recording a right-of-use ("ROU") asset and lease liability on our balance sheet. The ROU assets and lease liabilities are
recognized based on the present value of lease payments over the lease term, discounted using our incremental borrowing rate at the
commencement date of the lease. We estimate our incremental borrowing rate based on available published borrowing rates
commensurate with our debt rating and the leases term, adjusted to infer collateralization. Specific lease terms may include options to
extend or terminate the lease when we believe it is reasonably certain that we will exercise that option.
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"). As is allowed
under GAAP, we have elected to exclude Short-term leases from the recognition requirements and they are not included in our
recognized ROU assets and lease liabilities. Operating leases are reported in "Operating lease right-of-use assets" and "Operating lease
liabilities" and finance leases are recorded in homebuilding "Property, plant and equipment, net" and "Accrued expenses and other
liabilities" on the accompanying consolidated balance sheets. See Note 13 herein for further information.
Warranty/Product Liability Reserves
We establish warranty and product liability reserves ("Warranty Reserve") to provide for estimated future expenses as a result
of construction and product defects, product recalls and litigation incidental to our homebuilding business. Liability estimates are
determined based on management’s judgment considering such factors as historical experience, the likely current cost of corrective
action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts
such as engineers, and discussions with our general counsel and outside counsel retained to handle specific product liability cases.
43
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Mortgage Repurchase Reserve, Mortgage Loans Held for Sale and Derivatives and Hedging Activities
We originate several different loan products to our customers to finance the purchase of a home through our wholly-owned
mortgage subsidiary, NVR Mortgage Finance, Inc. (“NVRM”). NVRM sells all of the loans it originates into the secondary market on
a servicing released basis, typically within 30 days from closing. All of the loans that NVRM originates are underwritten to the
standards and specifications of the ultimate investor. Those underwriting standards are typically equal to or more stringent than the
underwriting standards required by Fannie Mae (“FNMA”), Ginnie Mae (“GNMA”), Freddie Mac ("FHLMC"), the Department of
Veterans Affairs (“VA”) and the Federal Housing Administration (“FHA”). Insofar as NVRM underwrites its originated loans to those
standards, NVRM bears no increased concentration of credit risk from the issuance of loans, except in certain limited instances where
repurchases or early payment default occur. NVRM employs a quality control department to ensure that its underwriting controls are
effectively operating, and further assesses the underwriting function as part of its assessment of internal controls over financial
reporting. NVRM maintains a reserve for losses on mortgage loans originated that reflects our judgment of the present loss exposure
in the loans that NVRM has originated and sold. The reserve is calculated based on an analysis of historical experience and exposure
(see Note 16 herein for further information).
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.
In the normal course of business, NVRM enters into contractual commitments to extend credit to buyers of single-family homes
with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within time
frames established by NVRM. All borrowers 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 an
investor. 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 investors. The forward
sale contracts lock-in a range of interest rates and prices 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 investors are undesignated derivatives, and, accordingly, are marked to fair value through earnings. At December 31,
2021, there were contractual commitments to extend credit to borrowers aggregating $1,028,451, and open forward delivery sale
contracts aggregating $1,184,999, which hedge both the rate lock loan commitments and closed loans held for sale (see Note 15 herein
for a description of the Company’s fair value accounting).
Earnings per Share
The following weighted average shares and share equivalents were used to calculate basic and diluted earnings per share for the
years ended December 31, 2021, 2020 and 2019:
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
Year Ended December 31,
2021
2020
2019
3,580,800
3,691,987
3,640,688
278,112
224,674
332,339
3,858,912
3,916,661
3,973,027
The assumed proceeds used in the treasury method for calculating our diluted earnings per share includes the amount the
employee must pay upon exercise and the amount of compensation cost attributed to future services not yet recognized.
The following stock options issued under equity incentive plans were outstanding during the years ended December 31, 2021,
2020 and 2019, but were not included in the computation of diluted earnings per share because the effect would have been anti-
dilutive.
Anti-dilutive securities
Year Ended December 31,
2021
2020
23,062
31,210
2019
319,210
44
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Revenues – Homebuilding Operations
We build single-family detached homes, townhomes and condominium buildings, which generally are constructed on a pre-sold
basis. Revenue is recognized on the settlement date at the contract sales price, when control is transferred to our customers. Our
contract liabilities, consisting of deposits received from customers on homes not settled, were $417,463 and $240,758 as of
December 31, 2021 and 2020, respectively. Substantially all customer deposits are recognized in revenue within twelve months of
being received from customers. Our contract assets, consisting of prepaid sales compensation, totaled approximately $25,200 and
$22,500, as of December 31, 2021 and 2020, respectively. These amounts are included in homebuilding “Other assets” on the
accompanying consolidated balance sheets.
Mortgage Banking Fees
Mortgage banking fees include income earned by NVRM for originating mortgage loans, servicing mortgage loans held on an
interim basis, title fees, gains and losses on the sale of mortgage loans and mortgage servicing and other activities incidental to
mortgage banking. Mortgage banking fees are generally recognized after the loan has been sold to an unaffiliated, third party investor.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740-10, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more-
likely-than-not (defined as a likelihood of more than 50%) that the position will be sustained upon examination, including resolution
of any related appeals or litigation processes, based on the technical merits. If a tax position does not meet the more-likely-than-not
recognition threshold, despite our belief that its filing position is supportable, the benefit of that tax position is not recognized in the
statements of income. We recognize interest related to unrecognized tax benefits as a component of income tax expense. Based on our
historical experience in dealing with various taxing authorities, we have found that it is the administrative practice of the taxing
authorities to not seek penalties from us for the tax positions we have taken on our returns related to our unrecognized tax benefits.
Therefore, we do not accrue penalties for the positions in which we have an unrecognized tax benefit. We recognize unrecognized tax
benefits in the period that the uncertainty is eliminated by either affirmative agreement of the uncertain tax position by the applicable
taxing authority, by expiration of the applicable statute of limitation, or by determination in accordance with certain states’
administrative practices that the uncertain tax position has been effectively settled (see Note 11 herein for further information).
Financial Instruments
Except as otherwise noted herein, we believe that the carrying value approximates the fair value of our financial instruments
(see Note 15 herein for further information).
Equity-Based Compensation
We recognize equity-based compensation expense within our income statement for all share-based payment arrangements,
which includes non-qualified stock options to purchase shares of NVR common stock ("Options") and restricted share units ("RSUs").
Compensation expense is based on grant-date fair value of the Options and RSUs granted, and is recognized on a straight-line basis
over the requisite service period for the entire award (from the date of grant through the period of the last separately vesting portion of
the grant). Options and RSUs which are subject to a performance condition are treated as a separate award from the “service-only”
Options and RSUs, and compensation expense is recognized when it becomes probable that the stated performance target will be
achieved. We calculate the fair value of our Options, which are non-publicly traded, using the Black-Scholes option-pricing model.
The grant date fair value of the RSUs is the closing price of our common stock on the day immediately preceding the date of grant.
The reversal of compensation expense previously recognized for grants forfeited is recorded in the period in which the forfeiture
occurs. Our equity-based compensation plans are accounted for as equity-classified awards (see Note 12 herein for further discussion
of equity-based compensation plans).
Comprehensive Income
For the years ended December 31, 2021, 2020 and 2019, comprehensive income equaled net income; therefore, a separate
statement of comprehensive income is not included in the accompanying consolidated financial statements.
45
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
2.
Segment Information, Nature of Operations, and Certain Concentrations
Our homebuilding operations primarily construct and sell single-family detached homes, townhomes and condominium
buildings under three trade names: Ryan Homes, NVHomes and Heartland Homes. The Ryan Homes product is marketed primarily to
first-time and first-time move-up buyers. Ryan Homes operates in thirty-four metropolitan areas located in Maryland, Virginia,
Washington, D.C., West Virginia, Pennsylvania, New York, North Carolina, South Carolina, Florida, Ohio, New Jersey, Delaware,
Indiana, Illinois and Tennessee. The NVHomes and Heartland Homes products are marketed primarily to move-up and luxury buyers.
NVHomes operates in Delaware and the Washington, D.C., Baltimore, MD and Philadelphia, PA metropolitan areas. Heartland
Homes operates in the Pittsburgh, PA metropolitan area. We derived approximately 22% of our 2021 homebuilding revenues from the
Washington, D.C. metropolitan area.
Our mortgage banking segment is a regional mortgage banking operation. Substantially all of our loan closing activity is for our
homebuilding customers. Our mortgage banking business generates revenues primarily from origination fees, gains on sales of loans,
and title fees. A substantial portion of our mortgage operations is conducted in the Washington, D.C. and Baltimore, MD metropolitan
areas.
The following disclosure includes four homebuilding reportable segments that aggregate geographically our homebuilding
operating segments, and the mortgage banking operations presented as a single reportable segment. The homebuilding reportable
segments are comprised of operating divisions in the following geographic areas:
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, Florida and Tennessee
Homebuilding profit before tax includes all revenues and income generated from the sale of homes, less the cost of homes sold,
selling, general and administrative expenses, and a corporate capital allocation charge. The corporate capital allocation charge 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 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 the costs are not allocated to our
operating segments. Consolidation adjustments consist of such items necessary to convert the reportable segments’ results, which are
predominately 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 3.95% Senior
Notes due 2022 and 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.
46
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables present certain segment financial data, with reconciliations to the amounts reported for the consolidated
company, where applicable:
Revenues:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Mortgage Banking
Consolidated revenues
Profit before taxes:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Mortgage Banking
Total segment profit
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
Reconciling items sub-total
Consolidated profit before taxes
Year Ended December 31,
2021
2020
2019
$
4,049,871 $
3,668,542 $
3,901,573
767,828
1,891,729
1,992,265
249,332
538,772
1,524,667
1,596,908
208,034
514,804
1,501,139
1,303,328
167,820
$
8,951,025 $
7,536,923 $
7,388,664
Year Ended December 31,
2021
2020
2019
$
734,941 $
437,849 $
478,537
105,432
271,756
329,982
176,251
50,677
168,605
205,029
143,319
1,618,362
1,005,479
51,728
173,374
155,144
105,292
964,075
22,163
(58,234)
(24,633)
(50,794)
252,787
239,233
1,644
(78,532)
224,468
(139,611)
(114,921)
(105,125)
(53,671)
(51,393)
(27,959)
63,025
(39,356)
72,554
43,486
(24,221)
61,720
$
1,590,403 $
1,078,033 $
1,025,795
(1)
(2)
(3)
This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable
segments. See further discussion of contract land deposit impairment charges in Note 3.
The decrease in equity-based compensation expense in 2020 was primarily attributable to stock options issued in 2014
under the 2014 Equity Incentive Plan becoming fully vested in 2019. In addition, there were higher stock option
forfeitures in 2020 compared to 2019.
This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding
reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance,
and was as follows for the years presented:
47
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Corporate capital allocation charge:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Total corporate capital allocation charge
Year Ended December 31,
2021
2020
2019
$
$
124,316 $
25,431
43,686
59,354
252,787 $
124,426 $
22,850
40,256
51,701
239,233 $
123,130
19,755
37,263
44,320
224,468
(4)
The decrease in consolidation adjustments and other for 2021 compared to 2020 is driven by changes in lumber prices
in 2021. Our reportable segments' results include the intercompany profits of our production facilities for home
packages delivered to our homebuilding divisions. For homes not yet settled, these intercompany profits are reversed
through the consolidation adjustments. Due to the significantly higher lumber prices in the first half of 2021, the
previously reversed intercompany profits were recognized in subsequent quarters through the consolidation adjustment
as homes were settled, and our consolidated homebuilding margins were negatively impacted by the higher lumber
costs.
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
As of December 31,
2021
2020
$
1,322,818 $
235,048
438,700
629,198
371,685
2,997,449
1,140,910
202,591
377,448
494,295
555,278
2,770,522
2,545,069
132,894
49,368
59,010
14,578
(30,041)
66,148
2,837,026
5,834,475 $
2,714,720
132,980
49,678
53,110
15,772
(52,205)
92,564
3,006,619
5,777,141
$
Interest income:
Mortgage Banking
Total segment interest income
Other unallocated interest income
Consolidated interest income
Year Ended December 31,
2021
2020
2019
$
$
8,725 $
8,725
3,154
11,879 $
8,930 $
8,930
8,549
17,479 $
12,142
12,142
20,635
32,777
48
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Interest expense:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Mortgage Banking
Total segment interest expense
Corporate capital allocation (3)
Senior Notes and other interest
Consolidated interest expense
Depreciation and amortization:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Mortgage Banking
Total segment depreciation and amortization
Unallocated corporate
Consolidated depreciation and amortization
Expenditures for property and equipment:
Homebuilding Mid Atlantic
Homebuilding North East
Homebuilding Mid East
Homebuilding South East
Mortgage Banking
Total segment expenditures for property and
equipment
Unallocated corporate
Consolidated expenditures for property and
equipment
$
$
$
$
$
Year Ended December 31,
2021
2020
2019
124,385 $
25,463
43,695
59,381
1,587
254,511
(252,787)
51,393
53,117 $
124,486 $
22,859
40,261
51,729
1,414
240,749
(239,233)
39,356
40,872 $
123,178
19,804
37,266
44,334
1,045
225,627
(224,468)
24,221
25,380
Year Ended December 31,
2021
2020
2019
6,183 $
1,628
4,259
3,325
1,283
16,678
2,785
19,463 $
6,806 $
1,800
4,969
3,636
1,534
18,745
3,247
21,992 $
7,069
1,411
4,348
3,086
1,581
17,495
3,323
20,818
Year Ended December 31,
2021
2020
2019
7,073 $
1,062
4,813
4,142
401
5,712 $
1,083
5,041
3,818
265
17,491
384
15,919
200
9,218
2,000
5,221
3,944
899
21,282
1,417
$
17,875 $
16,119 $
22,699
3.
Variable Interest Entities
Lot Purchase Agreements
We generally do not engage in land development. Instead, we typically acquire finished building lots from various third party
land developers 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.
We believe this lot acquisition strategy reduces the financial risks associated with direct land ownership and land development.
We may, at our option, choose for any reason and at any time not to perform under these LPAs by delivering notice of our intent not to
acquire the finished lots under contract. 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 within the LPAs. None of the creditors of any of
49
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
the development entities with which we enter LPAs have recourse to our general credit. We generally do not have any specific
performance obligations to purchase a certain number or any of the lots, nor do we guarantee completion of the development by the
developer or guarantee any of the developers’ financial or other liabilities.
We are not involved in the design or creation of the development entities from which we purchase lots under LPAs. The
developer’s equity holders have the power to direct 100% of the operating activities of the development entity. We have no voting
rights in any of the development entities. The sole purpose of the development entity’s activities is to generate positive cash flow
returns for the equity holders. Further, we do not share in any of the profit or loss generated by the project’s development. The profits
and losses are passed directly to the developer’s equity holders.
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 variable interest entities (“VIE”). 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. An
enterprise must consolidate a VIE when that enterprise has a controlling financial interest in the VIE. An enterprise is deemed to have
a controlling financial interest if it has i) the power to direct the activities of a VIE that most significantly impact the entity’s economic
performance, and ii) the obligation to absorb losses of the VIE that could be significant to the VIE or the rights to receive benefits
from the VIE that could be significant to the VIE.
We believe the activities that most significantly impact a development entity’s economic performance are the operating
activities of the entity. Unless and until a development entity completes finished building lots through the development process to be
able to sell, the process of which the development entity’s equity investors bear the full risk, the entity does not earn any revenues. The
operating development activities are managed solely by the development entity’s equity investors.
The development entities with which we contract to buy finished lots typically select the respective projects, obtain the
necessary zoning approvals, obtain the financing required with no support or guarantees from us, select who will purchase the finished
lots and at what price, and manage the completion of the infrastructure improvements, all for the purpose of generating a cash flow
return to the development entity’s equity holders and all independent of us. We possess no more than limited protective legal rights
through the LPA in the specific finished lots that we are purchasing, and we possess no participative rights in the development entities.
Accordingly, we do not have the power to direct the activities of a developer that most significantly impact the developer’s economic
performance. For this reason, we 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.
As of December 31, 2021, we controlled approximately 122,800 lots under LPAs with third parties through deposits in cash and
letters of credit totaling approximately $521,900 and $10,100, respectively. As noted above, 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. During 2021, we recorded a net reversal
of approximately $22,100 related to previously impaired lot deposits as market conditions have improved. Our contract land deposit
asset is shown net of a $30,041 and $52,205 impairment reserve at December 31, 2021 and December 31, 2020, respectively.
In addition, we have certain properties under contract with land owners that are expected to yield approximately 15,500 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 totaling approximately $5,300 as of December 31,
2021, of which approximately $3,400 is refundable if we do not perform under the contract. 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.
Our total risk of loss related to contract land deposits as of December 31, 2021 and 2020 was as follows:
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
As of December 31,
2021
527,180 $
(30,041)
497,139
10,145
507,284 $
2020
439,833
(52,205)
387,628
8,249
395,877
$
$
50
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
4.
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 at risk only for the amount we have invested, or 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 a standard LPA to purchase lots from these JVs, and as a result have a variable interest in these JVs.
At December 31, 2021, we had an aggregate investment totaling approximately $20,300 in four JVs that are expected to
produce approximately 2,300 finished lots, of which approximately 1,900 lots were controlled by us and the remaining approximately
400 lots were either under contract with unrelated parties or not currently under contract. We had additional funding commitments
totaling approximately $2,500 in one of the JVs at December 31, 2021.
During the fourth quarter of 2021, we recognized an impairment of approximately $1,300 related to one of the JVs. The charge
was recorded to homebuilding "Cost of sales" on the accompanying consolidated statements of income. None of the other JVs had any
indicators of impairment during 2021.
We determined that we are not the primary beneficiary in three of the JVs because we and the other JV partner either share
power or the other JV partner has the controlling financial interest. The aggregate investment in unconsolidated JVs was
approximately $20,300 and $23,600 at December 31, 2021 and December 31, 2020, respectively, and is reported in the “Other assets”
line item on the accompanying consolidated balance sheets. For the remaining JV, we concluded that we are the primary beneficiary
because we have the controlling financial interest in the JV. All activities under the consolidated JV had been completed and as of
December 31, 2021, we had no remaining investment in the JV. The JV had remaining balances of $268 in cash and $248 in accrued
expenses, which are included in homebuilding "Other assets" and "Accrued expenses and other liabilities," respectively, in the
accompanying consolidated balance sheets.
At December 31, 2020, we had an aggregate investment totaling approximately $23,600 in four JVs that were expected to
produce approximately 5,200 finished lots, of which approximately 2,200 lots were controlled by us and the remaining approximately
3,000 lots were either under contract with unrelated parties or not currently under contract. In addition, at December 31, 2020, we had
additional funding commitments in the aggregate totaling $3,100 to one of the JVs. During the fourth quarter of 2020, one of the JVs
sold a portion of its owned land. As a result of the sale, we received a distribution from the JV of approximately $13,100 and
recognized a net gain on the sale of approximately $5,000.
5.
Land Under Development
On a limited basis, we directly acquire raw land parcels already zoned for its intended use to develop into finished lots. Land
under development includes the land acquisition costs, direct improvement costs, capitalized interest, where applicable, and real estate
taxes.
During 2021, we had the following significant land under development transactions:
–
Sold a land parcel to a developer for approximately $45,800, which approximated our carrying value of the property as of
the sale date. In conjunction with the sale, we entered into an LPA with the developer for the option to purchase the
finished lots expected to be developed from the parcel.
– Completed the development of one land parcel and transferred development costs totaling approximately $16,500 to
inventory.
–
Purchased two raw land parcels for a total purchase price of approximately $11,200, which are expected to produce
approximately 200 lots.
As of December 31, 2021, we owned land with a carrying value of $12,147 that we intend to develop into approximately 200
finished lots primarily for use in our homebuilding operations. We also have additional funding commitments of approximately $2,700
under a joint development agreement related to one project, a portion of which we expect will be offset by development credits of
approximately $800. None of our land under development projects had any indicators of impairment as of December 31, 2021.
As of December 31, 2020, we directly owned land with a carrying value of $62,790, which was expected to produce
approximately 500 finished lots.
51
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
6.
Capitalized Interest
We capitalize interest costs to land under development during the active development of finished lots. In addition, we capitalize
interest costs to our joint venture investments while the investments are considered qualified assets pursuant to ASC 835-20, Interest.
Capitalized interest is transferred to 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.
Our interest costs incurred, capitalized, expensed and charged to cost of sales during the years ended December 31, 2021, 2020
and 2019 was as follows:
Interest capitalized, beginning of year
Interest incurred
Interest charged to interest expense
Interest charged to cost of sales
Interest capitalized, end of year
Year Ended December 31,
2021
2020
2019
$
$
1,025 $
53,248
(53,117)
(563)
593 $
3,499 $
41,327
(40,872)
(2,929)
1,025 $
4,154
26,463
(25,380)
(1,738)
3,499
7.
Related Party Transactions
During the year ended December 31, 2021, we entered into LPAs to purchase finished building lots for a total purchase price of
approximately $189,000 with Elm Street Development, Inc. (“Elm Street”), which is controlled by one of our directors, William
Moran. The independent members of our Board of Directors approved these transactions. During 2021, 2020 and 2019, we purchased
developed lots at market prices from Elm Street for approximately $43,700, $60,200 and $44,600, respectively.
We also continue to control a parcel of raw land expected to yield approximately 1,600 finished lots through a JV entered into
with Elm Street during 2009. We did not make any investments in the JV in 2021, 2020 or 2019.
8.
Property, Plant and Equipment (“PP&E”)
Homebuilding:
Office facilities and other
Model home furniture and fixtures
Production facilities
Finance lease right-of-use assets
Gross Homebuilding PP&E
Less: accumulated depreciation
Net Homebuilding PP&E
Mortgage Banking:
Office facilities and other
Less: accumulated depreciation
Net Mortgage Banking PP&E
As of December 31,
2021
2020
39,826 $
32,384
87,379
14,578
174,167
(117,188)
56,979 $
39,647
32,686
77,420
15,772
165,525
(107,739)
57,786
15,090 $
(11,432)
3,658 $
14,716
(10,172)
4,544
$
$
$
$
9.
Debt
As of December 31, 2021, we had the following debt instruments outstanding:
3.95% Senior Notes due 2022 ("2022 Senior Notes")
On September 10, 2012, we issued $600,000 of the 2022 Senior Notes. The 2022 Senior Notes were issued at a discount to
yield 3.97% and have been reflected net of the unamortized discount and unamortized debt issuance costs in the accompanying
52
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
consolidated balance sheets. The offering of the 2022 Senior Notes resulted in aggregate net proceeds of approximately $593,900,
after deducting underwriting discounts and other offering expenses. The 2022 Senior Notes mature on September 15, 2022 and bear
interest at 3.95%, payable semi-annually in arrears on March 15 and September 15. As of December 31, 2021 and 2020, the
unamortized discount was $87 and $207, respectively, and unamortized debt issuance costs were $359 and $868, respectively.
3.00% Senior Notes due 2030 ("2030 Senior Notes")
On May 4, 2020, we issued $600,000 of the 2030 Senior Notes. The 2030 Senior Notes were issued at a discount to yield 3.02%
and have been reflected net of the unamortized discount and unamortized debt issuance costs in the accompanying consolidated
balance sheet. The offering of the 2030 Senior Notes resulted in aggregate net proceeds of approximately $595,200, after deducting
underwriting discount and offering expenses. The 2030 Senior Notes mature on May 15, 2030 and bear interest at 3.00%, payable
semi-annually in arrears on May 15 and November 15. As of December 31, 2021 and 2020, the unamortized discount was $975 and
$1,075, respectively, and unamortized debt issuance costs were $3,025 and $3,387, respectively.
On September 9 and September 17, 2020, we issued an additional $250,000 and $50,000, respectively, of the 2030 Senior
Notes (the "2030 Additional Notes" and together with the 2030 Senior Notes and the 2022 Senior Notes, the "Senior Notes"). The
2030 Additional Notes were issued at a premium to yield 2.00% and have been reflected net of the unamortized premium and
unamortized debt issuance costs in the accompanying consolidated balance sheet. The offering of the 2030 Additional Notes resulted
in aggregate net proceeds of approximately $323,600, including the underwriting premium, less offering expenses. As of
December 31, 2021 and 2020, the 2030 Additional Notes unamortized premium was $21,945 and $24,324, respectively, and
unamortized debt issuance costs were $1,243 and $1,392, respectively.
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 has, 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 December 31, 2021.
Credit Agreement
On February 12, 2021, we entered into The Amended and Restated Credit Agreement with Bank of America, N.A., as
Administrative Agent, BOFA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, and other lenders party thereto (the "Credit
Agreement"). 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 approximately $16,100 was
outstanding at December 31, 2021. Borrowings under the Credit Agreement generally bear interest for Base Rate Loans at a Base
Rate equal to the highest of (i) a Federal Funds Rate plus one-half of one percent, (ii) Bank of America’s publicly announced “prime
rate,” and (iii) the Eurodollar Rate plus one percent, plus the Applicable Rate which is based on our debt rating, or for Eurodollar Rate
Loans, at the Eurodollar Rate equal to LIBOR plus the Applicable Rate.
The Credit Agreement contains various representations and affirmative and negative covenants that are generally customary for
credit facilities of this type. Such covenants include, among others, the following financial maintenance covenants: (i) minimum
consolidated tangible net worth; (ii) minimum interest coverage ratio or minimum liquidity and (iii) a maximum leverage ratio. The
negative covenants include, among others, certain limitations on liens, investments and fundamental changes. The Credit Agreement
termination date is February 12, 2026. We were in compliance with all covenants under the Credit Agreement at December 31,
2021. There was no debt outstanding under the Facility at December 31, 2021.
Repurchase Agreement
In July 2021, NVRM entered into the Thirteenth Amendment (the “Amendment”) to its Amended and Restated Master
Repurchase Agreement dated August 2, 2011 with U.S. Bank National Association (as amended by the Amendment and twelve earlier
amendments, 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 $150,000, subject to certain sub limits.
Advances under the Repurchase Agreement carry a Pricing Rate based on the LIBOR Rate plus the LIBOR Margin, as
determined under the Repurchase Agreement, provided that the Pricing Rate shall not be less than 1.75%. The Pricing Rate at
December 31, 2021 was 1.88%. There are several restrictions on purchased loans, including that they cannot be sold to others, they
cannot be pledged to anyone other than the agent, and they cannot support any other borrowing or repurchase agreement. Amounts
53
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
outstanding under the Repurchase Agreement are collateralized by our mortgage loans held for sale. At December 31, 2021, there
were no borrowing base limitations reducing the amount available under the Repurchase Agreement. As of both December 31, 2021
and 2020, there was no debt outstanding under the Repurchase Agreement. The Repurchase Agreement expires on July 20, 2022.
The Repurchase Agreement contains various affirmative and negative covenants. The negative covenants include, among
others, certain limitations on transactions involving acquisitions, mergers, the incurrence of debt, sale of assets and creation of liens
upon any of its Mortgage Notes. Additional covenants include (i) a tangible net worth requirement, (ii) a minimum liquidity
requirement, (iii) a minimum net income requirement, and (iv) a maximum leverage ratio requirement. NVRM was in compliance
with all covenants under the Repurchase Agreement at December 31, 2021.
10.
Common Stock
There were 3,447,441 and 3,695,577 common shares outstanding at December 31, 2021 and 2020, respectively. We made the
following share repurchases during the years indicated:
Aggregate purchase price
Number of shares repurchased
2021
1,538,019 $
322,038
Year Ended December 31,
2020
371,078 $
96,346
$
2019
698,417
220,965
We issue shares from the treasury account for all equity plan activity. We issued 74,027, 159,151 and 275,906 such shares
during 2021, 2020 and 2019, respectively.
11.
Income Taxes
The provision for income taxes consists of the following:
Current:
Federal
State
Deferred:
Federal
State
Income tax expense
Year Ended December 31,
2021
2020
2019
$
$
272,971 $
80,650
151,532 $
42,769
115,610
34,586
873
(810)
353,684 $
(13,289)
(4,227)
176,785 $
(2,195)
(745)
147,256
Deferred income taxes on our consolidated balance sheets were comprised of the following:
Deferred tax assets:
Other accrued expenses and contract land deposit reserve
Deferred compensation
Equity-based compensation expense
Inventory
Unrecognized tax benefit
Other
Total deferred tax assets
Less: Deferred tax liabilities
Net deferred tax asset
As of December 31,
2021
2020
$
$
64,123 $
4,682
46,020
13,014
10,634
9,876
148,349
7,874
140,475 $
67,520
4,608
41,839
13,118
11,705
8,639
147,429
7,184
140,245
Deferred tax assets arise principally as a result of various accruals required for financial reporting purposes and equity-based
compensation expense, which are not currently deductible for tax return purposes.
54
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Management believes that we will have sufficient future taxable income to make it more likely than not that the net deferred tax
assets will be realized. Federal taxable income is estimated to be approximately $1,334,100 for the year ended December 31, 2021,
and was $770,000 for the year ended December 31, 2020.
A reconciliation of income taxes computed at the federal statutory rate (21% in 2021, 2020, and 2019) to income tax expense is
as follows:
Income taxes computed at the federal statutory rate
State income taxes, net of federal income tax benefit (1)
Excess tax benefits from equity-based compensation
Other, net (2)
Income tax expense
Year Ended December 31,
2021
333,985 $
72,082
(48,369)
(4,014)
353,684 $
2020
226,387 $
47,469
(92,234)
(4,837)
176,785 $
$
$
2019
215,417
45,770
(101,466)
(12,465)
147,256
(1) Excludes state excess tax benefits from equity-based compensation included in the line below.
(2) Primarily attributable to tax benefits from certain energy credits for the years ended December 31, 2021, 2020 and
2019.
Our effective tax rate in 2021, 2020 and 2019 was 22.24%, 16.40% and 14.36%, respectively.
We file a consolidated U.S. federal income tax return, as well as state and local tax returns in all jurisdictions where we
maintain operations. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to
2018.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at beginning of year
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Settlements
Balance at end of year
Year Ended December 31,
2021
2020
$
$
36,817 $
3,436
(6,763)
—
33,490 $
39,356
3,155
(5,694)
—
36,817
If recognized, the total amount of unrecognized tax benefits that would affect the effective tax rate (net of the federal tax
benefit) is $26,456 as of December 31, 2021.
We recognize interest related to unrecognized tax benefits as a component of income tax expense. For the years ended
December 31, 2021, 2020, and 2019, we recognized a net reversal of accrued interest on unrecognized tax benefits in the amount of
$1,455, $420 and $1,467, respectively. As of December 31, 2021 and 2020, we had a total of $13,849 and $15,304, respectively, of
accrued interest on unrecognized tax benefits which are included in “Accrued expenses and other liabilities” on the accompanying
consolidated balance sheets.
We believe that within the next 12 months, it is reasonably possible that the unrecognized tax benefits as of December 31, 2021
will be reduced by approximately $6,464 due to statute expiration and effectively settled positions in various state jurisdictions.
55
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
12.
Equity-Based Compensation, Profit Sharing and Deferred Compensation Plans
Equity-Based Compensation Plans
Our equity-based compensation plans provide for the granting of Options and RSUs to key management employees, including
executive officers and members of our Board of Directors ("Directors"). The exercise price of Options granted is equal to the closing
price of our common stock on the New York Stock Exchange (the “NYSE”) on the day prior to the date of grant. Options are granted
for a 10-year term and typically vest in separate tranches over periods of 3 to 6 years. RSUs generally vest in separate tranches over
periods of 2 to 6 years. Grants are generally divided such that vesting for 50% of the grant is contingent solely on continued
employment or service as a Director, while vesting for the remaining 50% of the grant is contingent upon both continued employment
or service as a Director and the achievement of a performance metric based on our return on capital performance relative to a peer
group during a 3-year period specified on the date of grant.
The following table provides a summary of each of our equity-based compensation plans with grants outstanding at
December 31, 2021. Each of the following plans was approved by our shareholders:
Equity-Based Compensation Plans
2010 Equity Incentive Plan (1)
2014 Equity Incentive Plan (2)
2018 Equity Incentive Plan (3)
Shares
Authorized
Options/RSUs
Outstanding
700,000
950,000
275,000
76,903
354,876
119,480
Shares
Available to
Issue
—
110,942
155,270
(1) The 2010 Equity Incentive Plan (the “2010 Plan”) authorizes us to issue Options and RSUs. There were 63,869 Options
and 13,034 RSUs outstanding as of December 31, 2021. Shares can no longer be granted from this plan.
(2) The 2014 Equity Incentive Plan (the “2014 Plan”) authorizes us to issue Options only.
(3) The 2018 Equity Incentive Plan (the "2018 Plan") authorizes us to issue Options and RSUs. Of the 275,000 aggregate
shares authorized to issue, all may be granted in the form of Options and up to 40,000 may be granted in the form of RSUs.
There were 115,950 Options and 3,530 RSUs outstanding as of December 31, 2021. Of the 155,270 shares available to
issue, 36,470 may be granted in the form of RSUs.
During 2021, we issued 18,912 Options under the 2014 Plan. These options vest over four years in 25% increments beginning
on either December 31, 2023 or December 31, 2024, based on the date of grant. Vesting for half of the Options issued is contingent
solely upon continued employment, while vesting for the other half of the Options issued is contingent upon both continued
employment and our return on capital performance during the three year periods beginning 2021 or 2022.
In addition, 50 RSUs were granted under the 2018 Plan during 2021. These RSUs vest over two years in 50% increments
beginning on December 31, 2023. Vesting for the RSUs is contingent solely upon continued employment.
56
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following table provides additional information relative to our equity-based compensation plans for the year ended
December 31, 2021:
Shares
Weighted Avg.
Per Share
Exercise Price
Weighted Avg. Remaining
Contract Life (years)
Aggregate
Intrinsic Value
Stock Options
Outstanding at December 31, 2020
593,426 $
2,295.11
Granted
Exercised
Forfeited
Outstanding at December 31, 2021
Exercisable at December 31, 2021
RSUs
Outstanding at December 31, 2020
Granted
Vested
Forfeited
Outstanding at December 31, 2021
Vested, but not issued at December 31, 2021
18,912
(73,749)
(3,894)
4,719.80
1,933.30
3,140.57
534,695 $
2,424.62
334,634 $
1,993.07
17,598
50
(278)
(806)
16,564
—
5.3 $
1,863,010
4.3 $
1,310,360
$
$
97,875
—
To estimate the grant-date fair value of our Options, we use the Black-Scholes option-pricing model (the “Pricing Model”). The
Pricing Model estimates the per share fair value of an option on its date of grant based on the following factors: the option’s exercise
price; the price of the underlying stock on the date of grant; the estimated dividend yield; a risk-free interest rate; the estimated option
term; and the expected volatility. For the risk-free interest rate, we use U.S. Treasury STRIPS which mature at approximately the same
time as the option’s expected holding term. For expected volatility, we have concluded that our historical volatility over the option’s
expected holding term provides the most reasonable basis for this estimate.
The fair value of the Options granted during 2021, 2020 and 2019 was estimated on the grant date using the Pricing Model,
based on the following assumptions:
Estimated option life (years)
Risk free interest rate (range)
Expected volatility (range)
Expected dividend rate
Weighted average grant-date fair value per share of options
granted
2021
5.31
2020
5.36
2019
5.55
0.30%-1.55%
1.51%-2.73%
0.22%-1.94%
24.46%-30.80% 18.78%-32.48% 19.17%-22.01%
— %
— %
— %
$
1,235.91
$
737.19
$
661.01
The weighted average grant date fair value per share of $4,973.30 for the RSUs was the closing price of our common stock on
the day immediately preceding the date of grant.
Compensation cost for Options and RSUs is recognized on a straight-line basis over the requisite service period for the entire
award (from the date of grant through the period of the last separately vesting portion of the grant). For the recognition of equity-based
compensation, the Options and RSUs which are subject to a performance condition are treated as a separate award from the “service-
only” Options and RSUs, and compensation cost is recognized when it becomes probable that the stated performance target will be
achieved. We currently believe that it is probable that the stated performance condition will be satisfied at the target level for all of our
Options and RSUs granted. Compensation cost is recognized within the income statement in the same expense line as the cash
compensation paid to the respective employees.
57
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
We recognize forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur. In
2021, 2020 and 2019, we recognized $58,234, $50,794, and $78,532 in equity-based compensation costs, respectively, and
approximately $12,000, $10,500, and $16,800 in tax benefit related to equity-based compensation costs, respectively.
As of December 31, 2021, the total unrecognized compensation cost for all outstanding Options and RSUs equaled
approximately $129,700. The unrecognized compensation cost will be recognized over each grant’s applicable vesting period with the
latest vesting date being December 31, 2027. The weighted-average period over which the unrecognized compensation cost will be
recorded is equal to approximately 2.1 years.
We settle Option exercises and vesting of RSUs by issuing shares of treasury stock. Shares are relieved from the treasury
account based on the weighted average cost of treasury shares acquired. During the years ended December 31, 2021, 2020 and 2019,
we issued 74,027, 159,151 and 275,906 shares, respectively, from the treasury account for Option exercises and vesting of RSUs.
Information with respect to the vested RSUs and exercised Options is as follows:
Aggregate exercise proceeds
Aggregate intrinsic value on exercise dates
Profit Sharing Plans
Year Ended December 31,
2021
142,370 $
219,219 $
2020
180,866 $
432,772 $
2019
274,028
593,162
$
$
We have a trustee-administered, profit sharing retirement plan (the “Profit Sharing Plan”) and an Employee Stock Ownership
Plan (“ESOP”) covering substantially all employees. The Profit Sharing Plan and the ESOP provide for annual discretionary
contributions in amounts as determined by our Directors. The combined plan contribution for the years ended December 31, 2021,
2020 and 2019 was approximately $24,700, $22,500 and $20,300, respectively. We purchased approximately 4,500 and 5,000 shares
of our common stock in the open market for the 2021 and 2020 plan year contributions to the ESOP. As of December 31, 2021, all
shares held by the ESOP had been allocated to participants’ accounts. The 2021 plan year contribution was funded and fully allocated
to participants in February 2022.
Deferred Compensation Plans
We have two deferred compensation plans (“Deferred Comp Plans”). The specific purpose of the Deferred Comp Plans is to i)
establish a vehicle whereby named executive officers may defer the receipt of salary and bonus that otherwise would be nondeductible
for Company tax purposes into a period where we would realize a tax deduction for the amounts paid, and ii) to enable certain
employees who are subject to our stock holding requirements to acquire shares of our common stock on a pre-tax basis in order to
more quickly meet, and maintain compliance with those stock holding requirements. Amounts deferred into the Deferred Comp Plans
are invested in our common stock, held in a rabbi trust account, and are paid out in a fixed number of shares upon expiration of the
deferral period.
The rabbi trust account held 106,697 shares of NVR common stock as of both December 31, 2021 and 2020. Shares held by the
Deferred Comp Plans are treated as outstanding shares in our earnings per share calculation for each of the years ended December 31,
2021, 2020 and 2019.
13.
Leases
We have operating leases for our corporate and division offices, production facilities, model homes, and certain office and
production equipment. Additionally, we have entered into finance leases for one of our production facilities and certain plant
equipment. Our leases have remaining lease terms of up to 18.7 years, some of which include options to extend the leases for up to 20
years, and some of which include options to terminate the lease. See Note 1 herein for additional information regarding leases.
58
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The components of lease expense were as follows:
Lease expense
Operating lease expense
Finance lease expense:
Amortization of ROU assets
Interest on lease liabilities
Short-term lease expense
Total lease expense
Year Ended December 31,
2021
2020
2019
$
31,923
$
31,704 $
30,991
1,798
429
24,012
1,313
281
24,361
$
58,162
$
57,659 $
382
76
26,843
58,292
Other information related to leases was as follows:
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
Weighted-average remaining lease term (in years):
Operating leases
Finance leases
Weighted-average discount rate:
Operating leases
Finance leases
Year Ended December 31,
2021
2020
$
$
$
$
$
27,849
429
1,363
26,781
603
$
$
$
$
$
6.3
11.7
3.0 %
2.8 %
27,953
281
989
10,159
10,034
4.7
12.5
3.4 %
2.8 %
59
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
We are committed under multiple non-cancelable operating and finance leases involving office space, model homes, production
facilities, automobiles and equipment. Future lease payments under these operating and finance leases as of December 31, 2021 are as
follows:
Year Ending December 31,
Operating Leases
Finance Leases
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less:
Imputed interest
Short-term lease payments
Total lease liability
$
29,337 $
17,851
12,135
7,246
3,876
18,441
88,886
8,499
5,822
$
74,565 $
1,841
1,846
1,851
1,855
2,804
8,166
18,363
2,950
—
15,413
14.
Commitments and Contingent Liabilities
Litigation
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.
Contract Land Deposits
We generally do not engage in land development. Instead, we typically acquire finished building lots from various third party
land developers under LPAs. The LPAs require deposits that may be forfeited if we fail to perform under the agreement. 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. At December 31, 2021, assuming that contractual development milestones are met and we exercise
our option,we expect to place additional forfeitable deposits with land developers under existing LPAs of approximately $299,800.
Additionally, as of December 31, 2021, we had funding commitments totaling approximately $2,700 under a joint development
agreement related to our land under development, a portion of which we expect will be offset by development credits of approximately
$800.
Bonds and Letters of Credit
During the ordinary course of operating the homebuilding and mortgage banking businesses, we are required to enter into bond
or letter of credit arrangements with local municipalities, government agencies, or land developers to collateralize our obligations
under various contracts. We had approximately $36,600 of contingent obligations under such agreements, including approximately
$16,100 for letters of credit issued under the Credit Agreement as of December 31, 2021. We believe we will fulfill our obligations
under the related contracts and do not anticipate any material losses under these bonds or letters of credit.
60
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Warranty Reserve
The following table reflects the changes in our warranty reserve (see Note 1 herein for further discussion of warranty/product
liability reserves):
Warranty reserve, beginning of year
Provision
Payments
Warranty reserve, end of year
15.
Fair Value
Year Ended December 31,
2021
119,638 $
94,605
(79,384)
134,859 $
2020
108,053 $
75,288
(63,703)
119,638 $
2019
103,700
69,065
(64,712)
108,053
$
$
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
The following table presents the estimated fair values and carrying values of our Senior Notes as of December 31, 2021 and
December 31, 2020. The estimated fair value is based on recent market prices of similar transactions, which is classified as Level 2
within the fair value hierarchy.
Estimated Fair Values:
3.95% Senior Notes due 2022
3.00% Senior Notes due 2030
Total
Carrying Values:
3.95% Senior Notes due 2022
3.00% Senior Notes due 2030
Total
As of December 31,
2021
2020
$
$
$
$
610,452
$
942,192
630,000
982,620
1,552,644
$
1,612,620
599,553
$
916,702
598,925
918,470
1,516,255
$
1,517,395
Except as otherwise noted below, we believe that insignificant differences exist between the carrying value and the fair value of
our financial instruments, which consists primarily of cash equivalents, due to their short term nature.
Derivative Instruments and Mortgage Loans Held for Sale
In the normal course of business, NVRM enters into contractual commitments to extend credit to buyers of single-family homes
with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within time
frames established by NVRM. All borrowers 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 an
investor. 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 sales contracts to sell whole loans and mortgage-backed securities to investors. The forward
sales contracts lock-in a range of interest rates and prices 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 investors are undesignated derivatives and, accordingly, are marked to fair value through earnings. At December 31, 2021,
there were contractual commitments to extend credit to borrowers aggregating $1,028,451 and open forward delivery contracts
aggregating $1,184,999, which hedge both the rate lock loan commitments and closed loans held for sale.
61
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The fair value of our rate lock commitments to borrowers and the related input levels includes, as applicable:
i)
ii)
the assumed gain/loss of the expected resultant loan sale (Level 2);
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 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 investors 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 December 31, 2021, the fair value of
loans held for sale of $302,192 included on the accompanying consolidated balance sheet were increased by $4,296 from the
aggregate principal balance of $297,896. As of December 31, 2020, the fair value of loans held for sale of $449,760 were increased
by $10,042 from the aggregate principal balance of $439,718.
The fair value measurement of NVRM's undesignated derivative instruments was as follows:
Rate lock commitments:
Gross assets
Gross liabilities
Net rate lock commitments
Forward sales contracts:
Gross assets
Gross liabilities
Net forward sales contracts
As of December 31,
2021
2020
$
$
$
$
15,949 $
10,844
1,790
87
14,159 $
10,757
708 $
926
(218) $
1
5,217
(5,216)
As of December 31, 2021 and 2020, 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" on the accompanying consolidated
balance sheets.
The fair value measurement as of December 31, 2021 was as follows:
Notional or
Principal
Amount
Assumed
Gain
From Loan
Sale
Interest
Rate
Movement
Effect
Servicing
Rights
Value
Security
Price
Change
Total Fair
Value
Measurement
Gain/(Loss)
Rate lock commitments
$ 1,028,451 $
2,583 $
(496) $
12,072 $
— $
14,159
Forward sales contracts
$ 1,184,999
Mortgages held for sale
$
297,896
—
673
—
(866)
—
4,489
(218)
—
(218)
4,296
Total fair value measurement
$
3,256 $
(1,362) $
16,561 $
(218) $
18,237
The total fair value measurement as of December 31, 2020 was $15,583. NVRM recorded a fair value adjustment to income of
$2,654 for the year ended December 31, 2021, a fair value adjustment to expense of $1,472 for the year ended December 31, 2020,
62
NVR, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
and a fair value adjustment to income of $198 for the year ended December 31, 2019. 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 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.
16.
Mortgage Repurchase Reserve
During the years ended December 31, 2021, 2020 and 2019, we recognized pre-tax charges for loan losses related to mortgage
loans sold of approximately $2,600, $3,200 and $4,200, respectively. Included in the Mortgage Banking segment’s “Accounts payable
and other liabilities” line item on the accompanying consolidated balance sheets is a mortgage repurchase reserve equal to
approximately $21,400 and $20,500 at December 31, 2021 and 2020, respectively.
63
I, Paul C. Saville, certify that:
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of NVR, Inc.;
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;
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;
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.
b.
c.
d.
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;
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;
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
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.
b.
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
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: February 16, 2022
By:
/s/ Paul C. Saville
Paul C. Saville
President and Chief Executive Officer
Exhibit 31.2
I, Daniel D. Malzahn, certify that:
SARBANES-OXLEY ACT SECTION 302 CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of NVR, Inc.;
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;
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;
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.
b.
c.
d.
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;
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;
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
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.
b.
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
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: February 16, 2022
By:
/s/ Daniel D. Malzahn
Daniel D. Malzahn
Senior Vice President, Chief Financial Officer and
Treasurer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report on Form 10-K of NVR, Inc. for the period ended December 31, 2021 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.
2.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of NVR, Inc.
Date: February 16, 2022
By:
/s/ Paul C. Saville
Paul C. Saville
President and Chief Executive Officer
By:
/s/ Daniel D. Malzahn
Daniel D. Malzahn
Senior Vice President, Chief Financial Officer and
Treasurer