e10vq
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to                
Commission File Number: 1-12378
NVR, Inc.
(Exact name of registrant as specified in its charter)
     
Virginia   54-1394360
     
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
 
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
(Not Applicable)
 
(Former name, former address, and former fiscal year if changed since last report)
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large accelerated filer þ       Accelerated filer o       Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of October 20, 2006 there were 5,588,179 total shares of common stock outstanding.
 
 

 


 

NVR, Inc.
Form 10-Q
INDEX
             
        Page  
PART I  
FINANCIAL INFORMATION
       
   
 
       
Item 1.  
NVR, Inc. Condensed Consolidated Financial Statements
       
   
Condensed Consolidated Balance Sheets at September 30, 2006 (unaudited) and December 31, 2005
    3  
   
 
       
   
Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited) and the Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)
    5  
   
 
       
   
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)
    6  
   
 
       
   
Notes to Condensed Consolidated Financial Statements
    7  
   
 
       
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    18  
   
 
       
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
    27  
   
 
       
Item 4.  
Controls and Procedures
    27  
   
 
       
PART II  
OTHER INFORMATION
       
   
 
       
Item 1.  
Legal Proceedings
    27  
   
 
       
Item 1A.  
Risk Factors
    27  
   
 
       
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
    27  
   
 
       
Item 6.  
Exhibits
    28  
   
 
       
   
Signature
    29  
   
 
       
   
Exhibit Index
    30  

2


 

PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
NVR, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
                 
    September 30, 2006     December 31, 2005  
    (unaudited)          
ASSETS
               
 
               
Homebuilding:
               
Cash and cash equivalents
  $ 235,771     $ 170,090  
Receivables
    16,762       40,562  
Inventory:
               
Lots and housing units, covered under sales agreements with customers
    912,111       723,657  
Unsold lots and housing units
    89,765       60,419  
Manufacturing materials and other
    9,263       9,899  
 
           
 
    1,011,139       793,975  
 
               
Assets not owned, consolidated per FIN 46R
    262,534       275,306  
Property, plant and equipment, net
    36,985       31,096  
Reorganization value in excess of amounts allocable to identifiable assets, net
    41,580       41,580  
Goodwill and indefinite life intangibles, net
    11,686       11,686  
Definite life intangibles, net
    281       375  
Contract land deposits, net
    437,519       517,241  
Other assets
    201,167       142,851  
 
           
 
    2,255,424       2,024,762  
 
           
 
               
Mortgage Banking:
               
Cash and cash equivalents
    2,834       7,436  
Mortgage loans held for sale, net
    203,443       193,932  
Property and equipment, net
    1,260       1,003  
Reorganization value in excess of amounts allocable to identifiable assets, net
    7,347       7,347  
Other assets
    2,437       3,189  
 
           
 
    217,321       212,907  
 
           
 
               
Total assets
  $ 2,472,745     $ 2,237,669  
 
           
See notes to condensed consolidated financial statements.
(Continued)

3


 

NVR, Inc.
Condensed Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
                 
    September 30, 2006     December 31, 2005  
    (unaudited)          
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
Homebuilding:
               
Accounts payable
  $ 281,082     $ 262,086  
Accrued expenses and other liabilities
    262,072       276,702  
Liabilities related to assets not owned, consolidated per FIN 46R
    207,579       215,284  
Obligations under incentive plans
    39,669       60,555  
Customer deposits
    213,379       256,837  
Other term debt
    3,141       3,325  
Senior notes
    200,000       200,000  
Notes payable
          103,000  
 
           
 
    1,206,922       1,377,789  
 
           
 
               
Mortgage Banking:
               
Accounts payable and other liabilities
    11,245       25,902  
Note payable
    168,062       156,816  
 
           
 
    179,307       182,718  
 
           
 
               
Total liabilities
    1,386,229       1,560,507  
 
           
 
               
Commitments and contingencies
               
 
               
Shareholders’ equity:
               
Common stock, $0.01 par value; 60,000,000 shares authorized; 20,592,640 shares issued as of both September 30, 2006 and December 31, 2005
    206       206  
Additional paid-in-capital
    562,608       473,886  
Deferred compensation trust – 547,238 and 547,697 shares as of September 30, 2006 and December 31, 2005, respectively, of NVR, Inc. common stock
    (80,090 )     (76,303 )
Deferred compensation liability
    80,090       76,303  
Retained earnings
    3,060,873       2,608,628  
Less treasury stock at cost – 14,947,725 and 14,964,482 shares at September 30, 2006 and December 31, 2005, respectively
    (2,537,171 )     (2,405,558 )
 
           
Total shareholders’ equity
    1,086,516       677,162  
 
           
Total liabilities and shareholders’ equity
  $ 2,472,745     $ 2,237,669  
 
           
See notes to condensed consolidated financial statements.

4


 

NVR, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2006     2005     2006     2005  
Homebuilding:
                               
Revenues
  $ 1,528,964     $ 1,350,465     $ 4,435,503     $ 3,546,965  
Other income
    3,238       1,224       8,248       4,157  
Cost of sales
    (1,238,671 )     (970,437 )     (3,403,893 )     (2,557,268 )
Selling, general and administrative
    (95,574 )     (86,626 )     (329,131 )     (243,276 )
 
                       
Operating income
    197,957       294,626       710,727       750,578  
Interest expense
    (3,141 )     (2,905 )     (14,773 )     (8,835 )
 
                       
Homebuilding income
    194,816       291,721       695,954       741,743  
 
                       
Mortgage Banking:
                               
Mortgage banking fees
    24,447       22,557       71,491       57,178  
Interest income
    1,986       1,492       5,236       3,276  
Other income
    403       435       1,017       1,022  
General and administrative
    (8,847 )     (7,957 )     (27,867 )     (22,486 )
Interest expense
    (698 )     (277 )     (2,619 )     (730 )
 
                       
Mortgage banking income
    17,291       16,250       47,258       38,260  
 
                       
 
                               
Income before taxes
    212,107       307,971       743,212       780,003  
 
                               
Income tax expense
    (82,774 )     (118,528 )     (290,967 )     (304,981 )
 
                       
 
                               
Net income
  $ 129,333     $ 189,443     $ 452,245     $ 475,022  
 
                       
 
                               
Basic earnings per share
  $ 22.59     $ 30.08     $ 79.60     $ 73.73  
 
                       
 
                               
Diluted earnings per share
  $ 19.63     $ 24.33     $ 67.23     $ 59.87  
 
                       
 
                               
Basic average shares outstanding
    5,725       6,298       5,682       6,443  
 
                       
 
                               
Diluted average shares outstanding
    6,588       7,787       6,727       7,934  
 
                       
See notes to condensed consolidated financial statements.

5


 

NVR, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
                 
    Nine Months Ended September 30,  
    2006     2005  
Cash flows from operating activities:
               
Net income
  $ 452,245     $ 475,022  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    10,089       7,418  
Contract land deposit impairments and write-offs
    113,759       7,698  
Stock option compensation expense
    41,010       2,674  
Excess income tax benefit from exercise of stock options
    (82,809 )      
Mortgage loans closed
    (1,925,389 )     (1,559,051 )
Proceeds from sales of mortgage loans
    1,955,567       1,582,859  
Principal payments on mortgage loans held for sale
    12,751       12,636  
Gain on sale of loans
    (52,891 )     (41,484 )
Loss (Gain) on sale of fixed assets
    6       (278 )
Net change in assets and liabilities:
               
Increase in inventories
    (217,164 )     (324,228 )
Decrease (increase) in receivables
    24,192       (4,885 )
Increase in contract land deposits
    (29,605 )     (139,556 )
Increase in accounts payable, customer deposits and accrued expenses
    29,901       292,372  
Decrease in obligations under incentive plans
    (20,886 )     (12,436 )
Other, net
    (58,378 )     (11,190 )
 
           
 
               
Net cash provided by operating activities
    252,398       287,571  
 
           
 
               
Cash flows from investing activities:
               
Purchase of property, plant and equipment
    (16,040 )     (10,072 )
Business acquisition, net of cash acquired
          (7,465 )
Other, net
    560       3,647  
 
           
 
               
Net cash used in investing activities
    (15,480 )     (13,890 )
 
           
 
               
Cash flows from financing activities:
               
Net (repayments) borrowings under notes payable and other term debt
    (91,938 )     103,245  
Purchase of treasury stock
    (183,286 )     (510,532 )
Excess income tax benefit from exercise of stock options
    82,809        
Proceeds from exercise of stock options
    16,576       12,007  
 
           
 
               
Net cash used by financing activities
    (175,839 )     (395,280 )
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    61,079       (121,599 )
Cash and cash equivalents, beginning of the period
    177,526       367,365  
 
           
 
               
Cash and cash equivalents, end of period
  $ 238,605     $ 245,766  
 
           
 
               
Supplemental disclosures of cash flow information:
               
Interest paid during the period
  $ 17,352     $ 6,564  
 
           
Income taxes paid, net of refunds
  $ 303,834     $ 172,728  
 
           
Supplemental disclosures of non-cash activities:
               
Net assets not owned, consolidated per FIN 46R
  $ (5,067 )   $ 9,859  
 
           
See notes to condensed consolidated financial statements.

6


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
1. Basis of Presentation
     The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR” or the “Company”) and its subsidiaries and certain other entities in which the Company is deemed to be the primary beneficiary (see note 2 to the condensed consolidated financial statements). Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America, they should be read in conjunction with the financial statements and notes thereto included in the Company’s 2005 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
     For the three and nine-month periods ended September 30, 2006 and 2005, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying financial statements. Certain prior year balances have been reclassified to conform to the current year presentation. The reclassifications have no impact on the net income or retained earnings previously reported.
2. Consolidation of Variable Interest Entities
     In December 2003, the Financial Accounting Standards Board issued Revised Interpretation No. 46 (“FIN 46R”), Consolidation of Variable Interest Entities, which was effective for NVR as of March 31, 2004. FIN 46R requires the primary beneficiary of a variable interest entity to consolidate that entity in its financial statements. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the variable interest entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. Expected losses are the expected negative variability in the fair value of an entity’s net assets, exclusive of its variable interests, and expected residual returns are the expected positive variability in the fair value of an entity’s net assets, exclusive of its variable interests. As discussed below, NVR evaluates the provisions of FIN 46R as it relates to NVR’s finished lot acquisition strategy.
     NVR does not engage in the land development business. Instead, the Company typically acquires finished building lots at market prices from various development entities under fixed price purchase agreements. The purchase agreements require deposits that may be forfeited if NVR fails to perform under the agreement. The deposits required under the purchase agreements are in the form of cash or letters of credit in varying amounts, and typically range up to 10% of the aggregate purchase price of the finished lots. As of September 30, 2006, the Company controlled approximately 98,000 lots with deposits in cash and letters of credit totaling approximately $594,000 and $17,000, respectively.

7


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
     The Company believes that this lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. NVR may, at its option, choose for any reason and at any time not to perform under these purchase agreements by delivering notice of its intent not to acquire the finished lots under contract. NVR’s sole legal obligation and economic loss for failure to perform under these purchase agreements is limited to the amount of the deposit pursuant to the liquidating damage provisions contained within the purchase agreements. In other words, if NVR does not perform under a purchase agreement, NVR loses only its deposit. NVR does not have any financial or specific performance guarantees, or completion obligations, under these purchase agreements, with the exception of two specific performance contracts pursuant to which the Company is committed to purchasing approximately seven finished lots at an aggregate purchase price of approximately $130. None of the creditors of any of the development entities with which NVR enters fixed price purchase agreements have recourse to the general credit of NVR. Except as described below, NVR also does not share in an allocation of either the profit earned or loss incurred by any of these entities with which NVR enters fixed price purchase agreements.
     On a very limited basis, NVR also obtains finished lots using joint venture limited liability corporations (“LLC’s”). All LLC’s are structured such that NVR is a non-controlling member and is at risk only for the amount invested. NVR is not a borrower, guarantor or obligor on any of the LLC’s debt. NVR enters into a standard fixed price purchase agreement to purchase lots from the LLC’s.
     At September 30, 2006, NVR had an aggregate investment in twelve separate LLC’s totaling approximately $14,000, which controlled approximately 800 lots. NVR recognizes its share of the earnings of the LLC’s as an adjustment of the cost basis of the lots at the time that the lot and related home is settled with an external customer. During the nine months ended September 30, 2006 and 2005, NVR adjusted cost of sales by approximately $260 and $240, respectively, which represented NVR’s share of the earnings of the LLC’s.
     Forward contracts, such as the fixed price purchase agreements utilized by NVR to acquire finished lot inventory, are deemed to be “variable interests” under FIN 46R. Therefore, the development entities with which NVR enters fixed price purchase agreements, including the LLC’s, are examined under FIN 46R for possible consolidation by NVR of such development entities on NVR’s financial statements. NVR has developed a methodology to determine whether it, or conversely, the owner(s) of the applicable development entity is the primary beneficiary of a development entity. The methodology used to evaluate NVR’s primary beneficiary status requires substantial management judgment and estimation. These judgments and estimates involve assigning probabilities to various estimated cash flow possibilities relative to the development entity’s expected profits and losses and the cash flows associated with changes in the fair value of finished lots under contract. Although management believes that its accounting policy is designed to properly assess NVR’s primary beneficiary status relative to its involvement with the development entities from which NVR acquires finished lots, changes to the probabilities and the cash flow possibilities used in NVR’s evaluation could produce widely different conclusions regarding whether NVR is or is not a development entity’s primary beneficiary.
     The Company has evaluated all of its fixed price purchase agreements and LLC arrangements and has determined that it is the primary beneficiary of twenty-eight of those development entities with which the agreements and arrangements are held. As a result, at September 30, 2006, NVR has consolidated such development entities in the accompanying condensed consolidated balance sheet. Where NVR deemed itself to be the primary beneficiary of a development entity created after December 31, 2003 and the development entity refused to provide financial statements to NVR, NVR utilized estimation techniques to perform the consolidation. The effect of the consolidation under FIN 46R at September 30, 2006 was the inclusion on the balance sheet of $262,534 as Assets not owned, consolidated per FIN 46R, with a corresponding inclusion of $207,579 as Liabilities related to assets not owned, consolidated per FIN 46R, after elimination of intercompany items. Inclusive in these totals were assets of approximately $25,000 and liabilities of approximately $20,000 estimated for five development entities created after December 31, 2003 that did not provide financial statements.

8


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
     Following is the consolidating schedule at September 30, 2006:
                                 
    NVR, Inc.                      
    and     FIN 46R             Consolidated  
    Subsidiaries     Entities     Eliminations     Total  
ASSETS
                               
Homebuilding:
                               
Cash and cash equivalents
  $ 235,771     $     $     $ 235,771  
Receivables
    16,762                   16,762  
Homebuilding inventory
    1,011,139                   1,011,139  
Property, plant and equipment, net
    36,985                   36,985  
Reorganization value in excess of amount allocable to identifiable assets, net
    41,580                   41,580  
Goodwill and intangibles, net
    11,967                   11,967  
Contract land deposits, net
    483,457             (45,938 )     437,519  
Other assets
    210,184             (9,017 )     201,167  
 
                       
 
    2,047,845             (54,955 )     1,992,890  
 
                       
 
                               
Mortgage banking assets:
    217,321                   217,321  
 
                       
 
                               
FIN 46R Entities:
                               
Land under development
          258,801             258,801  
Other assets
          3,733             3,733  
 
                       
 
          262,534             262,534  
 
                       
 
                               
Total assets
  $ 2,265,166     $ 262,534     $ (54,955 )   $ 2,472,745  
 
                       
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                               
Homebuilding:
                               
Accounts payable, accrued expenses and other liabilities
  $ 582,823     $     $     $ 582,823  
Customer deposits
    213,379                   213,379  
Other term debt
    3,141                   3,141  
Senior notes
    200,000                   200,000  
 
                       
 
    999,343                   999,343  
 
                       
 
                               
Mortgage banking liabilities:
    179,307                   179,307  
 
                       
 
                               
FIN 46R Entities:
                               
Accounts payable, accrued expenses and other liabilities
          12,619             12,619  
Debt
          152,318             152,318  
Contract land deposits
          45,938       (45,938 )      
Advances from NVR, Inc.
          8,200       (8,200 )      
Minority interest
                42,642       42,642  
 
                       
 
          219,075       (11,496 )     207,579  
 
                       
 
                               
Equity
    1,086,516       43,459       (43,459 )     1,086,516  
 
                       
 
                               
Total liabilities and shareholders’ equity
  $ 2,265,166     $ 262,534     $ (54,955 )   $ 2,472,745  
 
                       

9


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
     Under FIN 46R, an enterprise with an interest in a variable interest entity or potential variable interest entity created before December 31, 2003, is not required to apply FIN 46R to that entity if the enterprise, after making an “exhaustive effort”, is unable to obtain the information necessary to perform the accounting required to consolidate the variable interest entity for which it is determined to be the primary beneficiary. At September 30, 2006, NVR has been unable to obtain the information necessary to perform the accounting required to consolidate seven separate development entities created before December 31, 2003 for which NVR determined it was the primary beneficiary. NVR has made, or has committed to make, aggregate deposits, totaling approximately $8,200 to these seven separate development entities, with a total aggregate purchase price for the finished lots of approximately $69,000. The aggregate deposit made or committed to being made is NVR’s maximum exposure to loss. As noted above, because NVR does not have any contractual or ownership interests in the development entities with which it contracts to buy finished lots (other than the limited use of the LLC’s as discussed above), NVR does not have the ability to compel these development entities to provide financial or other data to NVR. Because NVR has no ownership rights in any of these seven development entities, the consolidation of such entities has no impact on NVR’s net income or earnings per share for the three and nine months ended September 30, 2006. Aggregate activity with respect to the seven development entities is included in the following table:
                                 
    Three Months Ended September 30,   Nine Months Ended September 30,
    2006   2005   2006   2005
Finished lots purchased — dollars
  $ 5,182     $ 2,147     $ 10,955     $ 2,756  
Finished lots purchased — units
    24       25       76       39  
3. Contract Land Deposits
     During the three and nine month periods ended September 30, 2006, the Company incurred pre-tax charges of approximately $80,800 and $114,000, respectively, related to the impairment of contract land deposits due to deteriorating market conditions in the homebuilding industry. These impairment charges were recorded in cost of sales on the accompanying condensed, consolidated statement of income. The contract land deposit asset is shown net of a $110,000 and $31,919 impairment valuation allowance at September 30, 2006, and December 31, 2005, respectively.
4. Stock-Based Compensation
     On January 1, 2006 (the “Effective Date”), the Company adopted Statement of Financial Accounting Standards (“SFAS”) 123R, Share-Based Payment, which revised SFAS 123, Accounting for Stock-Based Compensation. Prior to fiscal year 2006 and the adoption of SFAS 123R, NVR followed the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees.
     SFAS 123R requires an entity to recognize an expense within its income statement for all share-based payment arrangements, which includes employee stock option plans. The expense is based on the grant-date fair value of the options granted, and is recognized ratably over the requisite service period. NVR adopted SFAS 123R under the modified prospective method. Under the modified prospective method, SFAS 123R applies to new awards and to awards modified, repurchased, or cancelled after the required Effective Date, as well as to the unvested portion of awards outstanding as of the required Effective Date. The Company’s stock options are accounted for as equity awards.

10


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
     NVR’s option plans provide for the granting of stock options to certain key employees of the Company to purchase shares of common stock. The exercise price of options granted is equal to the market value of the Company’s common stock on the date of grant. Options are granted for a ten-year term, and vest in separate tranches over periods of 7 to 9 years, depending upon the plan from which the shares were granted. For options granted prior to May 2005, vesting was predicated solely on continued employment over a long-term vesting schedule (“service-only” options). For options granted in May 2005 and thereafter, option vesting is contingent first on the Company achieving an aggregate four-year diluted earnings per share target, and if that target is met, then on continued employment over a five year period subsequent to the conclusion of the performance period (“performance condition” options). At September 30, 2006, there was an aggregate of 2,761,433 options outstanding, and an additional 261,058 options were available for grant, under existing stock option plans.
     The following table provides additional information relative to NVR’s stock option plans:
                                 
    Nine Months Ended September 30, 2006  
                    Weighted        
            Weighted     Average        
            Average     Remaining     Aggregate  
            Exercise     Contract Life     Intrinsic  
    Options     Price     (Years)     Value  
Stock Options
                               
Outstanding at beginning of period
    3,085,019     $ 265.05       5.77          
Granted
    42,888       664.34                  
Exercised
    (305,698 )     54.22                  
Forfeited or expired
    (60,776 )     336.61                  
 
                           
Outstanding at end of period
    2,761,433     $ 293.01       5.35     $ 668,239  
 
                           
Exercisable at end of period
    323,623     $ 51.66       2.75     $ 156,420  
 
                           
     To estimate the grant-date fair value of its stock options, the Company uses the Black-Scholes option-pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following: 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, the Company uses a U.S. Treasury Strip due in a number of years equal to the option’s expected term. NVR has concluded that its historical exercise experience is the best estimate of future exercise patterns to determine an option’s expected term. To estimate expected volatility, NVR analyzed the historic volatility of its common stock. The estimated fair value of the options granted under SFAS 123R during the first nine months of 2006 was calculated using the following assumptions:
         
    Nine Months
    Ended
    September 30, 2006
Estimated option life
  8.93 years
Risk free interest rate (range)
    4.46% - 5.24 %
Expected volatility (range)
    32.01% - 34.00 %
Expected dividend rate
    0.00 %
Weighted average grant-date fair value per share of options granted
  $ 343.38  
     Compensation cost for “service-only” option grants 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). Compensation cost for “performance condition” option grants is recognized on a straight-line basis over the requisite service period for each vesting tranche of the award as if the award was, in substance, multiple awards (graded vesting attribution method). Of the 2,761,433 options outstanding at September 30, 2006, 2,334,795 vest solely based on a service condition, and 426,638 vest based on a combined performance and service condition. Compensation cost is recognized in the income statement in the same expense line as the cash compensation paid to the respective employees. SFAS 123R also requires the Company to estimate forfeitures in calculating the expense related to stock-based compensation. NVR has concluded that its historical forfeiture rate is the best measure to estimate future forfeitures of granted stock options. The impact on compensation costs due to changes in the expected forfeiture rate will be recognized in the period that they become known.

11


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
     The effect of adopting SFAS 123R on the period ended September 30, 2006 is as follows:
                 
    Three Months Ended   Nine Months Ended
    September 30, 2006   September 30, 2006
Total pre-tax stock-based compensation
  $ 13,855     $ 41,010  
Total stock-based compensation, net of tax
    9,365       27,516  
Effect on basic earnings per share
    (1.64 )     (4.84 )
Effect on diluted earnings per share
    (1.42 )     (4.09 )
     As of September 30, 2006, the total unrecognized compensation cost for outstanding unvested stock option awards equals approximately $258,000, and the weighted-average period over which the unrecognized compensation will be recorded is equal to approximately 5.3 years.
     Because NVR adopted SFAS 123R using the modified prospective basis, the prior interim periods have not been restated. The following table sets forth the effect on net income and basic and diluted earnings per share as if the Company had applied the fair value recognition provisions for its stock-based compensation arrangements for the three- and nine-month periods ended September 30, 2005:
                 
    Three Months     Nine Months  
    Ended     Ended  
    September 30, 2005     September 30, 2005  
Net income, as reported
  $ 189,443     $ 475,022  
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects
    1,626       1,626  
Deduct: Total stock-based employee compensation expense determined under fair value based method, net of tax
    (10,078 )     (22,296 )
 
           
Pro forma net income
  $ 180,991     $ 454,352  
 
           
 
               
Earnings per share:
               
Basic—as reported
  $ 30.08     $ 73.73  
 
           
Basic—pro forma
  $ 28.74     $ 70.52  
 
           
 
               
Diluted—as reported
  $ 24.33     $ 59.87  
 
           
Diluted—pro forma
  $ 23.52     $ 58.06  
 
           
     The Company settles option exercises by issuing shares of treasury stock to option holders. Shares are relieved from the treasury account based on the weighted average cost of treasury shares acquired. During the three and nine-month periods ended September 30, 2006, 21,061 and 305,698 options to purchase shares of the Company’s common stock were exercised, respectively. Information with respect to the exercised options is as follows:
                 
    Three Months   Nine Months
    Ended   Ended
    September 30, 2006   September 30, 2006
Aggregate exercise proceeds
  $ 1,944     $ 16,576  
Aggregate intrinsic value on exercise dates
    8,451       208,003  
     The Company has elected the alternative transition method pursuant to FASB Staff Position SFAS 123R-3 to establish the beginning balance of the additional paid-in capital pool available to absorb any future write-offs of deferred tax benefits associated with stock-based compensation.

12


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
5. Earnings per Share
     The following weighted average shares and share equivalents are used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2006 and 2005:
                                 
    Three Months Ended September 30,   Nine Months Ended September 30,
    2006   2005   2006   2005
Basic weighted average number of shares outstanding
    5,725,000       6,298,000       5,682,000       6,443,000  
Shares issuable upon exercise of dilutive options
    863,000       1,489,000       1,045,000       1,491,000  
 
                               
Diluted average number of shares outstanding
    6,588,000       7,787,000       6,727,000       7,934,000  
 
                               
     As discussed in note 4, NVR adopted SFAS 123R on the modified prospective basis. Prior period amounts have not been restated. Beginning in 2006 with the adoption of SFAS 123R, the assumed proceeds used in the treasury method for calculating NVR’s diluted earnings per share includes the amount the employee must pay upon exercise, the amount of compensation cost attributed to future services and not yet recognized, and the amount of tax benefits that would be credited to additional paid-in capital assuming exercise of the option. Beginning in 2006, the assumed amount credited to additional paid-in capital equals the tax benefit from assumed exercise after consideration of the intrinsic value upon assumed exercise less the actual stock-based compensation expense to be recognized in the income statement in 2006 and future periods. During 2005 when the Company was still accounting for its stock-based compensation under APB 25, there was no compensation cost attributed to future services included in the assumed proceeds calculation, and the amount assumed to be credited to additional paid-in capital equaled the full assumed tax benefit resulting from the intrinsic value of the options upon the assumed exercise.
     “Service-only” options to purchase 237,146 and 120,852 shares of common stock during the three and nine months ended September 30, 2006, respectively, and 1,750 shares of common stock during the nine months ended September 30, 2005, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. There were no anti-dilutive options for the three-month period ended September 30, 2005. In addition, the 376,350 options outstanding under the 2005 Stock Option Plan, 9,055 options outstanding under the 1998 Directors’ Long-Term Stock Option Plan, 26,555 options outstanding under the 2000 Broadly-Based Stock Option Plan, and 14,678 options outstanding under the 1998 Management Long-Term Stock Option Plan are considered performance-based equity compensation, and accordingly, have been excluded from the computation of diluted earnings per share because the performance target has not been achieved as of September 30, 2006, pursuant to the requirements of SFAS 128, Earnings Per Share.
6. Excess Reorganization Value, Goodwill and Other Intangibles
     SFAS 142, Goodwill and Other Intangible Assets, requires goodwill and reorganization value in excess of amounts allocable to identifiable assets (“excess reorganization value”) to be tested for impairment on an annual basis subsequent to the year of adoption. The Company completed the annual assessment of impairment during the first quarter of 2006, and as of September 30, 2006, management believes that goodwill, indefinite life intangibles, and excess reorganization value were not impaired.

13


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
7. Debt
     The Company increased its commitment under its existing revolving credit agreement by $45,000 and by $155,000 in the first and third quarters of 2006, respectively, increasing the total commitment to $600,000. There were no changes made to any other terms of the credit agreement.
     During the third quarter of 2006, NVR’s mortgage revolving warehouse credit facility (“Warehouse Credit Facility”) was amended, extending the expiration date to August 23, 2007 and decreasing the interest rate to LIBOR plus 1.00%. The Warehouse Credit Facility provides for borrowings up to $175,000, of which the Company had $168,062 outstanding at September 30, 2006. The other terms and conditions of the facility are materially the same as the previous Warehouse Credit Facility.
8. Shareholders’ Equity
     A summary of changes in shareholders’ equity is presented below:
                                                         
            Additional                     Deferred     Deferred        
    Common     Paid-In     Retained     Treasury     Comp.     Comp.        
    Stock     Capital     Earnings     Stock     Trust     Liability     Total  
Balance, December 31, 2005
  $ 206     $ 473,886     $ 2,608,628     $ (2,405,558 )   $ (76,303 )   $ 76,303     $ 677,162  
 
                                                       
Net income
                452,245                         452,245  
Deferred compensation activity
                            (3,787 )     3,787        
Purchase of common stock for treasury
                      (183,286 )                 (183,286 )
Stock-based compensation
          41,010                               41,010  
Proceeds from exercises of stock options
          16,576                               16,576  
Tax benefit from stock-based compensation activity
          82,809                               82,809  
Treasury shares issued upon option exercise
          (51,673 )           51,673                    
 
                                         
Balance, September 30, 2006
  $ 206     $ 562,608     $ 3,060,873     $ (2,537,171 )   $ (80,090 )   $ 80,090     $ 1,086,516  
 
                                         
     The Company repurchased approximately 289,000 shares of its common stock during the nine months ended September 30, 2006.
9. Product Warranties
     The Company establishes warranty and product liability reserves to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to NVR’s homebuilding business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with our general counsel and outside counsel retained to handle specific product liability cases. The following table reflects the changes in the Company’s warranty reserve during the three and nine months ended September 30, 2006 and 2005:
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2006     2005     2006     2005  
Warranty reserve, beginning of period
  $ 65,265     $ 42,470     $ 60,112     $ 42,319  
Provision
    13,802       19,515       39,127       38,662  
Payments
    (12,425 )     (12,555 )     (32,597 )     (31,551 )
 
                       
Warranty reserve, end of period
  $ 66,642     $ 49,430     $ 66,642     $ 49,430  
 
                       

14


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
10. Segment Disclosures
     NVR’s operations are classified in two reportable segments: homebuilding and mortgage banking. Corporate general and administrative expenses are fully allocated to the homebuilding and mortgage banking segments in the information presented below.
For the Nine Months Ended September 30, 2006
                         
    Homebuilding   Mortgage Banking   Totals
Revenues from external customers
  $ 4,435,503     $ 71,491     $ 4,506,994 (a)
Segment profit
    734,466       49,850       784,316 (b)
Segment assets
    1,939,343       209,974       2,149,317 (b)
 
(a)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
 
(b)   The following reconciles segment profit and segment assets to the respective amounts for the consolidated enterprise:
                         
    Homebuilding     Mortgage Banking     Totals  
Segment profit
  $ 734,466     $ 49,850     $ 784,316  
Less: Stock-based compensation expense
    (38,418 )     (2,592 )     (41,010 )
Less: Amortization of definite life intangibles
    (94 )           (94 )
 
                 
Consolidated income before income taxes
  $ 695,954     $ 47,258     $ 743,212  
 
                 
 
                       
Segment assets
  $ 1,939,343     $ 209,974     $ 2,149,317  
Add: Excess reorganization value, goodwill and intangibles, net
    53,547       7,347       60,894  
Add: Assets not owned, consolidated per FIN 46R
    262,534             262,534  
 
                 
Total consolidated assets
  $ 2,255,424     $ 217,321     $ 2,472,745  
 
                 
For the Three Months Ended September 30, 2006
                         
    Homebuilding   Mortgage Banking   Totals
Revenues from external customers
  $ 1,528,964     $ 24,447     $ 1,553,411 (c)
Segment profit
    207,836       18,157       225,993 (d)
 
(c)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
 
(d)   The following reconciles segment profit to the respective amounts for the consolidated enterprise:
                         
    Homebuilding     Mortgage Banking     Totals  
Segment profit
  $ 207,836     $ 18,157     $ 225,993  
Less: Stock-based compensation expense
    (12,989 )     (866 )     (13,855 )
Less: Amortization of definite life intangibles
    (31 )           (31 )
 
                 
Consolidated income before income taxes
  $ 194,816     $ 17,291     $ 212,107  
 
                 

15


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
For the Nine Months Ended September 30, 2005
                         
    Homebuilding   Mortgage Banking   Totals
Revenues from external customers
  $ 3,546,965     $ 57,178     $ 3,604,143 (e)
Segment profit
    744,319       38,452       782,771 (f)
Segment assets
    1,807,315       152,484       1,959,799 (f)
 
(e)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
 
(f)   The following reconciles segment profit and segment assets to the respective amounts for the consolidated enterprise:
                         
    Homebuilding     Mortgage Banking     Totals  
Segment profit
  $ 744,319     $ 38,452     $ 782,771  
Less: Stock-based compensation expense
    (2,482 )     (192 )     (2,674 )
Less: Amortization of definite life intangibles
    (94 )           (94 )
 
                 
Consolidated income before income taxes
  $ 741,743     $ 38,260     $ 780,003  
 
                 
 
                       
Segment assets
  $ 1,807,315     $ 152,484     $ 1,959,799  
Add: Excess reorganization value, goodwill and intangibles, net
    52,565       7,347       59,912  
Add: Assets not owned, consolidated per FIN 46R
    167,184             167,184  
 
                 
Total consolidated assets
  $ 2,027,064     $ 159,831     $ 2,186,895  
 
                 
For the Three Months Ended September 30, 2005
                         
    Homebuilding   Mortgage Banking   Totals
Revenues from external customers
  $ 1,350,465     $ 22,557     $ 1,373,022 (g)
Segment profit
    294,234       16,442       310,676 (h)
 
(g)   Total amounts for the reportable segments equal the respective amounts for the consolidated enterprise.
 
(h)   The following reconciles segment profit to the respective amounts for the consolidated enterprise:
                         
    Homebuilding     Mortgage Banking     Totals  
Segment profit
  $ 294,234     $ 16,442     $ 310,676  
Less: Stock-based compensation expense
    (2,482 )     (192 )     (2,674 )
Less: Amortization of definite life intangibles
    (31 )           (31 )
 
                 
Consolidated income before income taxes
  $ 291,721     $ 16,250     $ 307,971  
 
                 
11. Other Events
     The staff of the Securities and Exchange Commission (the “SEC Staff”) recently completed a periodic review of the Company’s Annual Report on Form 10-K as of December 31, 2005 (“2005 Form 10-K”) and issued a letter requesting supporting information regarding the Company’s aggregation of its homebuilding operations into one reportable segment. The Company has provided the SEC Staff detailed support for its position. The SEC Staff does not agree with our position and has asked that we revise our segment disclosure within the 2005 Form 10-K to disaggregate the results of our homebuilding operations. The Company continues to believe that it has appropriately reported its homebuilding operations in one reportable segment and is considering whether it will appeal the SEC Staff’s position to the Office of the Chief Accountant, and as a result, the issue remains unresolved. If the appeal is unsuccessful, or if the Company elects not to file an appeal, the Company may be required to amend certain prior filings to provide additional disaggregated segment reporting footnote disclosure.

16


 

NVR, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands except per share data)
12. Legal Proceedings
     In 2006 and 2005, NVR received requests for information pursuant to Section 308(a) of the Clean Water Act (the “Act”) from Regions 3 and 4 of the United States Environmental Protection Agency (the “EPA”). The requests sought information regarding the Company’s storm water management discharge practices in North Carolina, Pennsylvania, Maryland and Virginia during the homebuilding construction process. NVR has provided the EPA with information in response to each of its requests. Additionally, in 2005, the EPA notified the Company of alleged storm water management violations under the Act at a homebuilding site in Pennsylvania, and that the Company may potentially be subject to administrative fines of up to $157 for the alleged violations. The Company has completed its building activity at the homebuilding site alleged to be in violation. NVR cannot predict the outcome of the EPA’s review of our storm water management practices. Further, it is not known at this time whether the EPA will seek to take legal action or impose penalties in connection with the alleged violation at the construction site in Pennsylvania.

17


 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
(dollars in thousands)
Forward-Looking Statements
     Some of the statements in this Form 10-Q, as well as statements made by NVR in periodic press releases and other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties. All statements other than those of historical facts included herein, including those regarding market trends, NVR’s financial position, business strategy, projected plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, general economic and business conditions (on both a national and regional level), interest rate changes, access to suitable financing, competition, the availability and cost of land and other raw materials used by NVR in its homebuilding operations, shortages of labor, weather related slow downs, building moratoria, governmental regulation, the ability of NVR to integrate any acquired business, fluctuation and volatility of stock and other financial markets and other factors over which NVR has little or no control. NVR has no obligation to update such forward-looking statements. For additional information regarding risk factors, see Part II, Item 1(a) of this Report.
     Unless the context otherwise requires, references to “NVR”, “we”, “us” or “our” include NVR and its subsidiaries.
Results of Operations for the Three and Nine Months Ended September 30, 2006 and 2005
Overview
Our Business
     Our primary business is the construction and sale of single-family detached homes, townhomes and condominium buildings. To fully serve our homebuilding customers, we also operate a mortgage banking and title services business. We operate in the following markets:
         
 
  Washington:   Washington, D.C. metropolitan area and adjacent counties in Maryland, Virginia, and West Virginia
 
       
 
  Baltimore:   Baltimore, MD metropolitan area and adjacent counties in Pennsylvania
 
       
 
  North:   Delaware, Kentucky, Maryland Eastern Shore, Michigan, New Jersey, New York, Ohio and Pennsylvania
 
       
 
  South:   North Carolina, South Carolina, Tennessee and Richmond, VA
     We believe that we operate our business with a conservative operating strategy. We do not engage in land development and primarily construct homes on a pre-sold basis. This strategy allows 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, 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 management believes contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets.

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     Because we are not active in the land development business, our continued success is contingent upon our ability to control an adequate supply of finished lots at current market prices on which to build, and on our developers’ ability to timely deliver finished lots to meet the sales demands of our customers. We acquire finished lots from various development entities under fixed price purchase agreements (“purchase agreements”). These purchase agreements require deposits in the form of cash or letters of credit that may be forfeited if we fail to perform under the purchase agreement. However, we believe this lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and development. As of September 30, 2006, we controlled approximately 98,000 lots with deposits in cash and letters of credit totaling approximately $594,000 and $17,000, respectively.
Current Overview
     The current home sales environment is characterized by an increase in the number of existing and new homes available for sale, higher mortgage interest rates (which are beginning to moderate to year ago levels), and declining homebuyer confidence. As a result of these market conditions, new orders for the third quarter of 2006 declined by 18% from the third quarter of 2005, with significant declines occurring in our Baltimore, North and Washington markets, which declined 38%, 24% and 18%, respectively. Year to date new orders for 2006 have declined 8% from the same period in 2005. In addition to lower sales, the current market conditions are exerting downward pressure on selling prices, and in response, we have increased incentives to homebuyers and reduced prices in many of our markets. These selling price pressures resulted in our overall average selling price declining 9% in the third quarter of 2006 compared to the year ago quarter, negatively impacting gross profit margins in the current period. We expect that these reduced selling prices will further negatively impact gross profit margins in future periods. Additionally, our new order cancellation rate increased to 27% in the current quarter from 15% during the same period in 2005 and 13% in the second quarter of 2006. Increased cancellations led to a higher unsold inventory balance at September 30, 2006 of approximately $89,800, as compared to approximately $53,300 at September 30, 2005 and $60,400 at December 31, 2005.
     The Company is actively involved in implementing other strategic steps to address the currently challenging homebuilding market. In certain communities, we are seeking concessions from our developers to reduce lot purchase prices to current market values and/or to defer scheduled lot purchases. In communities where we are unsuccessful in negotiating necessary concessions, we may exit the community and forfeit our deposit. During the quarter ended September 30, 2006, we recorded a contract land deposit impairment charge of approximately $80,800, and for the year to date period we recorded contract land deposit impairment charges of approximately $114,000. For the nine-month 2005 period, our contract land deposit impairments totaled $7,700. See note 3 to the condensed consolidated financial statements included herein for additional information regarding contract land deposits.
      During the quarter we adjusted staffing levels to size our organization to meet the current expected level of sales activity, and we consolidated certain of our homebuilding profit centers. We plan to continue to assess our staffing levels and organizational structure as conditions warrant.
Current Financial Results
     For the quarter ended September 30, 2006, consolidated revenues increased 13% from the same period in 2005 due to higher settlement volume and a higher average settlement price per unit. However, net income and diluted earnings per share in the current quarter decreased 32% and 19%, respectively, as compared to the third quarter of 2005. For the nine months ended September 30, 2006, consolidated revenues increased 25% from the same period in 2005. Net income decreased 5% over the same comparative periods, while diluted earnings per share increased 12% period over period as a result of our continuing share repurchase program.

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     We implemented Statement of Financial Accounting Standards (“SFAS”) 123R in the first quarter of 2006, which resulted in a consolidated pre-tax charge of $41,010 for the nine months ended September 30, 2006. See note 4 to the condensed consolidated financial statements for additional information regarding stock based compensation.
Homebuilding Segment
     The following table summarizes homebuilding settlements, new orders and backlog unit activity by region for the three and nine months ended September 30, 2006 and 2005:
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2006     2005     2006     2005  
Settlements (units):
                               
Washington
    869       964       2,688       2,570  
Baltimore
    463       388       1,494       1,046  
North
    1,692       1,491       4,631       3,889  
South
    830       733       2,324       2,102  
 
                       
Total
    3,854       3,576       11,137       9,607  
 
                       
 
                               
Average settlement price
  $ 396.3     $ 377.5     $ 397.7     $ 368.5  
 
                       
 
                               
New Orders (units):
                               
Washington
    510       622       2,296       2,881  
Baltimore
    267       431       1,185       1,461  
North
    937       1,225       4,307       4,480  
South
    664       619       2,427       2,216  
 
                       
Total
    2,378       2,897       10,215       11,038  
 
                       
 
                               
Average new order price
  $ 362.5     $ 399.3     $ 380.6     $ 403.8  
 
                       
 
                               
Backlog (units):
                               
Washington
                    2,357       2,864  
Baltimore
                    764       1,231  
North
                    2,743       3,340  
South
                    1,524       1,440  
 
                           
Total
                    7,388       8,875  
 
                           
 
                               
Average backlog price
                  $ 424.0     $ 431.7  
 
                           
     The following table summarizes the results of operations for the homebuilding segment:
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2006   2005   2006   2005
Revenues
  $ 1,528,964     $ 1,350,465     $ 4,435,503     $ 3,546,965  
Cost of sales
  $ 1,238,671     $ 970,437     $ 3,403,893     $ 2,557,268  
Gross profit margin percentage
    19.0 %     28.1 %     23.3 %     27.9 %
Selling, general and administrative
  $ 95,574     $ 86,626     $ 329,131     $ 243,276  

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Three Months Ended September 30, 2006 and 2005
     Homebuilding revenues increased 13% for the third quarter of 2006 from the same period in 2005 as a result of an 8% increase in the number of units settled and a 5% increase in the average settlement price. The increase in units settled is attributable to a higher backlog turnover rate quarter over quarter.
     Gross profit margins in the third quarter of 2006 declined as compared to the third quarter of 2005 as a result of an increase in contract land deposit impairment charges of approximately $78,000. These land deposit impairments negatively impacted gross profit margins by 529 basis points for the quarter. In addition, gross profit margins were negatively impacted by the downward pressure on selling prices experienced during 2006, resulting from higher selling incentives required to generate sales, and higher lot and certain commodity costs, excluding lumber. We expect continued gross profit margin pressure over at least the next several quarters due to the current market conditions.
     New orders for the third quarter of 2006 decreased 18% from the same period in 2005. New orders in the Baltimore, North and Washington markets declined 38%, 24% and 18%, respectively. The new order reduction was primarily a result of an increasingly competitive sales environment driven by affordability issues partially resulting from higher mortgage interest rates quarter over quarter, and higher levels of new and existing home inventory for sale as discussed in the Overview section above. Net new orders were also unfavorably impacted by an increase in our cancellation rate for the current quarter to 27% from 15% in the third quarter of 2005. The increase in the cancellation rate was driven by higher cancellations in our largest markets, Washington and Baltimore. Cancellation rates in the Washington market were 39% in the current quarter compared to 19% in the third quarter of 2005 and 21% in the second quarter of 2006. In the Baltimore market the cancellation rate was 24% in the current quarter as compared to 11% and 14% in the third quarter of 2005 and the second quarter of 2006, respectively. The average sales price of new orders decreased 9% from the third quarter of 2005. The decline is a result of a 25% decline in average new order price in Washington, and to a lesser extent, to a shift in new orders into lower priced markets from our higher priced Washington and Baltimore markets.
      Selling, general and administrative (“SG&A”) expenses for the third quarter increased by approximately $8,900, but as a percentage of revenue remained consistent with the prior year at approximately 6.3%. The increase in SG&A expenses is primarily attributable to an increase in marketing costs and the recording of compensation costs associated with the implementation of SFAS 123R in 2006, offset partially by lower management incentive compensation costs. Marketing costs increased approximately $4,900 due primarily to an 18% increase in the average number of active communities to 609 in the third quarter of 2006, from 518 for the same period in 2005. During the third quarter of 2006, we recognized approximately $12,500 in SG&A compensation costs related to outstanding stock options compared to approximately $2,400 in the third quarter of 2005 (see note 4 to the condensed consolidated financial statements included herein for additional discussion). Management incentive compensation costs were $7,200 lower in the current quarter.
Nine Months Ended September 30, 2006 and 2005
     Homebuilding revenues increased 25% for the nine months ended September 30, 2006 from the prior year due to a 16% increase in the number of units settled and an 8% increase in the average settlement price. The increase in the number of units settled is attributable to a 13% higher number of homes in backlog entering 2006 as compared to the same period in 2005. Additionally, we have experienced a higher backlog turnover rate year over year. The increase in the average settlement price is primarily attributable to a 12% higher average price of homes in the beginning backlog period over period.
     Gross profit margins in the first nine months of 2006 declined as compared to the first nine months of 2005 as a result of an increase in contract land deposit impairments of approximately $106,000 period over period. These land deposit impairments reduced gross profit margins by 256 basis points for the year to date period ended September 30, 2006. In addition, gross profit margins were negatively impacted by the downward pressure on selling prices experienced during 2006, resulting from higher selling incentives required to generate sales, and higher lot and certain commodity costs, excluding lumber. As previously discussed, we expect gross profit margins to continue to be negatively impacted by the current market conditions.

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     New orders for the nine months ended September 30, 2006 decreased by 8% from the same period in 2005. New orders in Washington and Baltimore declined 20% and 19%, respectively, primarily as a result of an increasingly competitive sales environment driven by affordability issues partially resulting from higher mortgage interest rates year over year, and higher levels of new and existing home inventory for sale as discussed in the Overview. Net new orders were also unfavorably impacted by an increase in our cancellation rate to 18% in the first nine months of 2006 from 11% in the same period 2005. The average sales price of new orders decreased 6% as a result of a shift in new orders into lower priced markets in our North and South markets, and an 11% decline in average new order price in Washington.
     SG&A expenses for the nine-month period ended September 30, 2006 increased approximately $85,900 as compared to the same period in 2005, and as a percentage of revenue increased to 7.4% from 6.9% for the respective periods. The increase in SG&A expenses is attributable to an increase in marketing costs of approximately $26,200 attributable to a 20% increase in the average number of active communities year over year and an approximate $12,900 increase in personnel costs due to higher average staffing levels year over year. We have reduced approximately 10% of our employee base in the first nine months of 2006, which will result in cost savings in the fourth quarter and future periods. Additionally, as a result of the implementation of SFAS 123R in 2006, we recognized approximately $37,000 in SG&A compensation costs related to outstanding stock options compared to approximately $2,400 for the nine months ended September 30, 2005 (see note 4 to the condensed consolidated financial statements for additional discussion).
     Backlog units and dollars were 7,388 and $3,132,419, respectively, as of September 30, 2006 compared to 8,875 and $3,831,608 as of September 30, 2005. The decrease in backlog units is attributable to the aforementioned decrease in new orders coupled with an improved backlog turnover rate year over year. Backlog dollars are 18% lower primarily as a result of the 17% decrease in backlog units.
Mortgage Banking Segment
Three and Nine Months Ended September 30, 2006 and 2005
     We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses exclusively on serving the homebuilding segment’s customer base.
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2006     2005     2006     2005  
Loan closing volume:
                               
Total principal
  $ 986,677     $ 867,864     $ 2,846,920     $ 2,340,177  
 
                       
 
                               
Capture Rate:
    86 %     85 %     86 %     87 %
 
                               
Loan Volume Mix:
                               
Adjustable rate mortgages
    38 %     44 %     38 %     49 %
 
                       
Fixed-rate mortgages
    62 %     56 %     62 %     51 %
 
                       
 
                               
Segment income:
  $ 17,291     $ 16,442     $ 47,258     $ 38,452  
 
                       
 
                               
Mortgage banking fees:
                               
Net gain on sale of loans
  $ 18,090     $ 16,866     $ 52,891     $ 41,484  
Title services
    6,084       5,441       17,796       14,890  
Servicing
    273       250       804       804  
 
                       
 
  $ 24,447     $ 22,557     $ 71,491     $ 57,178  
 
                       

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     Loan closing volume for the three months ended September 30, 2006 increased 14% over the same period for 2005. The 2006 increase is primarily attributable to an 8% increase in the number of units closed and a 5% increase in the average loan amount. Loan closing volume for the nine months ended September 30, 2006 increased 22% over the same period in 2005. This increase is primarily attributable to a 14% increase in the number of units closed, and a period over period 7% increase in the average loan amount. The unit increases for the three and nine months ended September 30, 2006 reflect increases in the number of homes that we settled in the 2006 respective periods, as noted above. The increases in the average loan amount for the three and nine-month periods reflect the aforementioned increase in the homebuilding segment’s average settlement prices.
     Segment income for the three months ended September 30, 2006 increased approximately $850 from the same period for 2005. The increase is primarily due to a net increase in mortgage banking fees attributable to the aforementioned increase in closed loan volume and to a shift in the product mix towards fixed rate mortgages, which are generally more profitable than adjustable rate mortgages, offset partially by an increase in general and administrative expenses of approximately $1,100 period over period. The increase in general and administrative expenses is due primarily to $866 in stock-based compensation expense from the adoption of SFAS 123R in 2006.
     Segment income for the nine months ended September 30, 2006 increased approximately $8,806 from the same period for 2005. The increase is primarily due to a net increase in mortgage banking fees attributable to the aforementioned closed loan volume increase and the product mix shift towards fixed rate mortgages. The increase in mortgage banking fees was partially offset by an approximate $2,000 increase in contractual repayments of loan sale income to investors for loans that were paid in full within a set number of days following the sale of the loan. General and administrative costs increased approximately $5,600 during the nine months ended September 30, 2006 compared to the same period for 2005. The increase in general and administrative expenses is due to higher salary and other personnel costs and to $2,592 in stock-based compensation expense in 2006.
     NVRM is dependent on our homebuilding segment’s customers for business. As sales and selling prices of the homebuilding segment decline, NVRM’s operations will also be adversely affected.
Liquidity and Capital Resources
     We fund our operations with cash flows provided by our operating activities, a short-term credit facility and the public debt and equity markets. For the nine months ended September 30, 2006, our operating activities provided cash of $252,398. Operating cash was primarily provided by our homebuilding operations and was used to fund the increase in homebuilding inventory of approximately $217,000 as a result of an increase in units under construction at September 30, 2006 compared to December 31, 2005. The presentation of operating cash flows was also reduced by $82,809, which is the amount of the excess tax benefit realized from the exercise of stock options during the period and credited directly to additional paid in capital. As required by SFAS 123R, which we adopted effective January 1, 2006, excess tax benefits credited directly to additional-paid-in capital resulting from stock-based compensation must be presented as an operating cash outflow and a financing cash inflow.
     Net cash used for investing activities was $15,480 for the period ended September 30, 2006, due primarily to property and equipment purchases throughout the period.
     Net cash used for financing activities was $175,839 for the period ended September 30, 2006. During the nine months ended September 30, 2006, we repurchased approximately 289,000 shares of our common stock at an aggregate purchase price of $183,286 under our ongoing common stock repurchase program, discussed below. We also reduced net borrowings under the working capital and mortgage warehouse facilities by approximately $92,000. Cash was provided by the realization of $82,809 in excess income tax benefits from the exercise of stock options, which pursuant to SFAS 123R, must be reported as a financing cash inflow.

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     In addition to our homebuilding operating activities, we also utilize a short-term unsecured working capital revolving credit facility (the “Facility”) to provide for working capital cash requirements. We amended the Facility to increase the commitment by $45,000 and $155,000 in the first and third quarters of 2006, respectively, increasing the aggregate commitment to $600,000 at September 30, 2006, subject to certain borrowing base limitations. The Facility expires in December 2010 and outstanding amounts bear interest at either (i) the prime rate plus an applicable margin (as defined within the Facility) based on our credit rating and/or debt to capital ratio or (ii) the London Interbank Offering Rate (“LIBOR”) plus the applicable margin. Up to $150,000 of the Facility is currently available for issuance in the form of letters of credit, of which $25,069 was outstanding at September 30, 2006. There were no direct borrowings outstanding under the Facility as of September 30, 2006. At September 30, 2006, there were no borrowing base limitations reducing the amount available to us for borrowings.
     Our mortgage banking segment provides for its mortgage origination and other operating activities using cash generated from operations as well as a short-term credit facility. The mortgage banking segment utilizes an annually renewable mortgage warehouse facility with an aggregate available borrowing limit of $175,000 to fund its mortgage origination activities. The interest rate under the Revolving Credit Agreement is either: (i) LIBOR plus 1.00%, or (ii) 1.125% to the extent that NVRM provides compensating balances. No other material terms of the credit facility were amended from the previous agreement. There was $168,062 outstanding under this facility at September 30, 2006. At September 30, 2006, there were no borrowing base limitations under the facility.
     In addition to funding growth in our homebuilding and mortgage operations, we historically have used a substantial portion of our excess liquidity to repurchase outstanding shares of our common stock in the open market and in privately negotiated transactions. This ongoing 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 under the Securities Exchange Act of 1934. We believe the repurchase program assists us in accomplishing our primary objective of increasing shareholder value. See Part II, Item 2 of this Form 10-Q for disclosure of amounts repurchased during the third quarter of 2006. We expect to continue to repurchase shares of our common stock from time to time subject to market conditions and available excess liquidity.
     In 2004, we filed a shelf registration statement (“Shelf”) with the Securities and Exchange Commission (“SEC”) to register up to $1,000,000 for the future offer and sale of debt securities, common shares, preferred shares, depositary shares representing preferred shares and warrants. The SEC declared the Shelf effective on June 15, 2004. The proceeds received from any future offerings issued under the Shelf are expected to be used for general corporate purposes. In addition, we have $55,000 available for issuance under a prior shelf registration statement filed with the SEC on January 20, 1998. The prior shelf registration statement, which was declared effective on February 27, 1998, provides that securities may be offered from time to time in one or more series and in the form of senior or subordinated debt. This discussion of our shelf registration capacity does not constitute an offer of any securities for sale.
     We believe that internally generated cash and borrowings available under credit facilities and the public debt and equity markets will be sufficient to satisfy near and long term cash requirements for working capital in both our homebuilding and mortgage banking operations.
Critical Accounting Policies
     General
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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, management’s estimates are based on historical experience, on information from third party professionals, and other various assumptions that management believes to be reasonable under the facts and circumstances. Actual results could differ materially from those estimates made by management.

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     Variable Interest Entities
     Revised Financial Interpretation No. 46 (“FIN 46R”), Consolidation of Variable Interest Entities, which was effective for us as of March 31, 2004, requires the primary beneficiary of a variable interest entity to consolidate that entity in its financial statements. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the variable interest entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual, or other financial interests in the entity. Expected losses are the expected negative variability in the fair value of an entity’s net assets exclusive of its variable interests, and expected residual returns are the expected positive variability in the fair value of an entity’s net assets, exclusive of its variable interests.
     Forward contracts, such as the fixed price purchase agreements utilized by us to acquire finished lot inventory, are deemed to be variable interests under FIN 46R. Therefore, the development entities with which we enter fixed price purchase agreements are examined under FIN 46R for possible consolidation by us, including certain joint venture limited liability corporations (“LLC’s”) utilized by us to acquire finished lots on a limited basis. We have developed a methodology to determine whether we, or, conversely, the owner(s) of the applicable development entity, are the primary beneficiary of a development entity. The methodology used to evaluate our primary beneficiary status requires substantial management judgment and estimates. These judgments and estimates involve assigning probabilities to various estimated cash flow possibilities relative to the development entity’s expected profits and losses and the cash flows associated with changes in the fair value of finished lots under contract. Although we believe that our accounting policy is designed to properly assess our primary beneficiary status relative to our involvement with the development entities from which we acquire finished lots, changes to the probabilities and the cash flow possibilities used in our evaluation could produce widely different conclusions regarding whether we are or are not a development entity’s primary beneficiary, possibly resulting in additional, or fewer, development entities being consolidated on our financial statements. See note 2 to the condensed consolidated financial statements contained herein for further information.
     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 thereof. Field construction supervisors’ salaries and related direct overhead expenses are included in inventory costs. Interest costs are not capitalized into inventory. Upon settlement, the cost of the units is expensed on a specific identification basis. Cost of manufacturing materials is determined on a first-in, first-out basis. Recoverability and impairment, if any, is primarily evaluated by analyzing sales of comparable assets. We believe that our accounting policy is designed to properly assess the carrying value of our homebuilding inventory.
     Contract Land Deposits
     We purchase finished lots under fixed price purchase agreements 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 we believe is sufficient to provide for losses in our existing contract land deposit portfolio. The allowance reflects management’s judgment of the present loss exposure at the end of the reporting period, considering market and economic conditions, sales absorption and profitability within specific communities and terms of the various contracts. Although we consider the allowance for losses on contract land deposits reflected on the September 30, 2006 balance sheet to be adequate, 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. See note 3 to the condensed consolidated financial statements included herein for additional information.

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     Intangible Assets
     Reorganization value in excess of identifiable assets (“excess reorganization value”), goodwill and indefinite life intangible assets are not subject to amortization upon the adoption of SFAS 142, “Goodwill and Other Intangible Assets. Rather, excess reorganization value, goodwill and other intangible assets are subject to at least an annual assessment for impairment by applying a fair-value based test. We continually evaluate whether events and circumstances have occurred that indicate that the remaining value of excess reorganization value, goodwill and other intangible assets may not be recoverable. We completed the annual assessment of impairment during the first quarter of 2006, and as of September 30, 2006, we believe that excess reorganization value, goodwill and other intangible assets were not impaired. This conclusion is based on our judgment, considering such factors as our history of operating success, our well recognized brand names and the significant positions held in the markets in which we operate. However, changes in strategy or adverse changes in market conditions could impact this judgment and require an impairment loss to be recognized for the amount that the carrying value of excess reorganization value, goodwill and/or other intangible assets exceeds their fair value.
     Warranty/Product Liability Accruals
     Warranty and product liability accruals are established to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to our 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. Although we consider the warranty and product liability accrual reflected on the September 30, 2006 balance sheet (see note 9 to the condensed consolidated financial statements) to be adequate, 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.
     Stock Option Expense
     Beginning in 2006 with our adoption of SFAS 123R, we are required to recognize within our income statement compensation costs related to our stock based compensation plans. The costs recognized are based on the grant-date fair value. Compensation cost for “service-only” option grants 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). Compensation cost for “performance condition” option grants is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (graded vesting attribution method).
     We calculate the fair value of our, employee stock options 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 historic volatility of our common stock. 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, we are required to estimate future option forfeitures when considering the amount of stock-based compensation costs to record. We have concluded that our historical

26


 

forfeiture rate is the best measure to estimate future forfeitures of granted stock options. However, there can be no assurance that our future forfeiture rate will not be materially higher or lower than our historical forfeiture rate, which would affect the aggregate cumulative compensation expense recognized. Further, although we believe that the compensation cost recognized during the quarter and period ended September 30, 2006 is representative of the ratable amortization of the grant-date fair value of unvested options outstanding and expected to be exercised, changes to the estimated input values such as expected term and expected volatility could produce widely different fair values. See note 4 to the condensed consolidated financial statements included herein for additional information on our adoption of SFAS 123R.
Item 3.   Quantitative and Qualitative Disclosure About Market Risk
     There have been no material changes in our market risks during the nine months ended September 30, 2006. For additional information regarding market risk, see our Annual Report on Form 10-K for the year ended December 31, 2005.
Item 4.   Controls and Procedures
     As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no changes in our internal controls 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 controls over financial reporting.
PART II.   OTHER INFORMATION
Item 1.   Legal Proceedings
     We are involved in various claims and litigation arising principally in the ordinary course of business. At this time, we are not involved in any legal proceedings that we believe are likely to have a material adverse effect on our financial condition or results of operations. See note 12 to the condensed consolidated financial statements for a discussion of notification received from the United States Environmental Protection Agency regarding alleged violations of Section 308(a) of the Clean Water Act.
Item 1A.   Risk Factors
     There has been no material change in our risk factors as previously disclosed in our Form 10-K for the fiscal year ended December 31, 2005 in response to Item 1A. to Part 1 of such Form 10-K.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
(Dollars in thousands, except per share data)
     We had one repurchase authorization outstanding during the quarter ended September 30, 2006. On June 23, 2006 (“June Authorization”), we publicly announced the board of directors’ approval for us to repurchase up to an aggregate of $300,000 of our common stock in one or more open market and/or privately negotiated transactions. The June Authorization did not have an expiration date. We repurchased the following shares of our common stock during the third quarter of 2006:

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                Maximum Number
                (or Approximate
                Dollar Value) of
        Average   Total Number of Shares   Shares that May
    Total Number   Price   Purchased as Part of   Yet Be Purchased
    of Shares   Paid per   Publicly Announced   Under the Plans or
Period   Purchased   Share   Plans or Programs   Programs
 
July 1 – 31, 2006
        $300,000
August 1 – 31, 2006
  58,200   $489.58   58,200   $271,506
September 1 – 30, 2006
  68,885   $493.24   68,885   $237,530
Total
  127,085   $491.56   127,085   $237,530
Item 6.   Exhibits
          (a) Exhibits:
  10.1   Fifteenth Amendment to Loan Agreement dated as of August 24, 2006 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, JPMorgan Chase Bank, Guaranty Bank, Comerica Bank, National City Bank and Washington Mutual Bank, F.A. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 24, 2006 and incorporated herein by reference.
 
  10.2   Commitment and Acceptance dated August 16, 2006. Filed as Exhibit 10.1 to NVR’s Current Report on Form 8-K filed August 17, 2006 and incorporated herein by reference.
 
  31.1   Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  31.2   Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  32   Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
             
October 24, 2006   NVR, Inc.    
 
           
 
  By:   /s/ Dennis M. Seremet    
 
           
    Dennis M. Seremet    
    Vice President, Chief Financial Officer and Treasurer    

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Exhibit Index
             
Exhibit        
Number   Description   Page
10.1
  Fifteenth Amendment to Loan Agreement dated as of August 24, 2006 between NVR Mortgage Finance, Inc. and U.S. Bank National Association, JPMorgan Chase Bank, Guaranty Bank, Comerica Bank, National City Bank and Washington Mutual Bank, F.A. Filed as Exhibit 10.1 to NVR’s Form 8-K filed August 24, 2006 and incorporated herein by reference.        
 
           
10.2
  Commitment and Acceptance dated August 16, 2006. Filed as Exhibit 10.1 to NVR’s Current Report on Form 8-K filed August 17, 2006 and incorporated herein by reference.        
 
           
31.1
  Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     31  
 
           
31.2
  Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     32  
 
           
32
  Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     33  

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