NVR INC Item 1A Risk Factors |
(“NVR”) in periodic press releases or other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 |
Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other comparable terminology |
All statements other than of historical facts are forward looking statements |
Forward looking statements contained in this document include those regarding market trends, NVR’s financial position, business strategy, projected plans and objectives of management for future operations |
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements |
Such risk factors include, but are not limited to the following: 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 moratoriums; 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 |
RISK FACTORS Our business is affected by the risks generally incident to the residential construction business, including, but not limited to: • actual and expected direction of interest rates, which affect our costs, the availability of construction financing, and long-term financing for potential purchasers of homes; • the availability of adequate land in desirable locations on reasonable terms; • unexpected changes in customer preferences; and • changes in the national economy and in the local economies of the markets in which we have operations |
Interest rate movements, inflation and other economic factors can negatively impact our business |
High rates of inflation generally affect the homebuilding industry adversely because of their adverse impact on interest rates |
High interest rates not only increase the cost of borrowed funds to homebuilders but also have a significant effect on housing demand and on the affordability of permanent mortgage financing to prospective purchasers |
We are also subject to potential volatility in the price of commodities that impact costs of materials used in our homebuilding business |
Increases in prevailing interest rates could have a material adverse effect on our sales, profitability, stock performance and ability to service our debt obligations |
Our financial results also are affected by the risks generally incident to our mortgage banking business, including interest rate levels, the impact of government regulation on mortgage loan originations and servicing and the need to issue forward commitments to fund and sell mortgage loans |
Our homebuilding customers accounted for almost all of our mortgage banking business in 2005 |
The volume of our continuing homebuilding operations therefore affects our mortgage banking business |
6 _________________________________________________________________ Our operations may also be adversely affected by other economic factors within our markets such as negative changes in employment levels, job growth, and consumer confidence, one or all of which could result in reduced demand or price depression from current levels |
Such negative trends could have a material adverse effect on homebuilding operations |
Our mortgage banking business also is affected by interest rate fluctuations |
We also may experience marketing losses resulting from daily increases in interest rates to the extent we are unable to match interest rates and amounts on loans we have committed to originate with forward commitments from third parties to purchase such loans |
Increases in interest rates may have a material adverse effect on our mortgage banking revenue, profitability, stock performance and ability to service our debt obligations |
These factors and thus, the homebuilding business, have at times in the past been cyclical in nature |
Any downturn in the national economy or the local economies of the markets in which we operate could have a material adverse effect on our sales, profitability, stock performance and ability to service our debt obligations |
In particular, approximately 38prca of our home settlements during 2005 occurred in the Washington, DC and Baltimore, MD metropolitan areas, which accounted for 52prca of our 2005 homebuilding revenues |
Thus, we are dependent to a significant extent on the economy and demand for housing in those areas |
Our inability to secure and control an adequate inventory of lots could adversely impact our operations |
The results of our homebuilding operations are dependent upon our continuing ability to control an adequate number of homebuilding lots in desirable locations |
There can be no assurance that an adequate supply of building lots will continue to be available to us on terms similar to those available in the past, or that we will not be required to devote a greater amount of capital to controlling building lots than we have historically |
An insufficient supply of building lots in one or more of our markets, an inability of our developers to deliver finished lots in a timely fashion, or our inability to purchase or finance building lots on reasonable terms could have a material adverse effect on our sales, profitability, stock performance and ability to service our debt obligations |
Inventory risk can be substantial for homebuilders |
The market value of building lots and housing inventories can fluctuate significantly as a result of changing market conditions |
In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market |
We must, in the ordinary course of our business, continuously seek and make acquisitions of lots for expansion into new markets as well as for replacement and expansion within our current markets |
In the event of significant changes in economic or market conditions, we may dispose of certain subdivision inventories on a bulk or other basis which may result in a loss which could have a material adverse effect on our profitability, stock performance and ability to service our debt obligations |
Our current indebtedness may impact our future operations and our ability to access necessary financing |
Our homebuilding operations are dependent in part on the availability and cost of working capital financing, and may be adversely affected by a shortage or an increase in the cost of such financing |
If we require working capital greater than that provided by our operations and our credit facility, we may be required to seek to increase the amount available under the facility or to obtain alternative financing |
No assurance can be given that additional or replacement financing will be available on terms that are favorable or acceptable |
If we are at any time unsuccessful in obtaining sufficient capital to fund our planned homebuilding expenditures, we may experience a substantial delay in the completion of any homes then under construction |
Any delay could result in cost increases and could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows |
7 _________________________________________________________________ Our existing indebtedness contains financial and other restrictive covenants and any future indebtedness may also contain covenants |
These covenants include limitations on our ability, and the ability of our subsidiaries, to incur additional indebtedness, pay cash dividends and make distributions, make loans and investments, enter into transactions with affiliates, effect certain asset sales, incur certain liens, merge or consolidate with any other person, or transfer all or substantially all of our properties and assets |
Substantial losses by us or other action or inaction by us or our subsidiaries could result in the violation of one or more of these covenants which could result in decreased liquidity or a default on our indebtedness, thereby having a material adverse effect on our sales, profitability, stock performance and ability to service our debt obligations |
Our mortgage banking operations are dependent on the availability, cost and other terms of mortgage warehouse financing, and may be adversely affected by any shortage or increased cost of such financing |
No assurance can be given that any additional or replacement financing will be available on terms that are favorable or acceptable |
Our mortgage banking operations are also dependent upon the securitization market for mortgage-backed securities, and could be materially adversely affected by any fluctuation or downturn in such market |
Government regulations and environmental matters can negatively affect our operations |
We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations that impose restrictive zoning and density requirements in order to limit the number of homes that can eventually be built within the boundaries of a particular area |
We have from time to time been subject to, and may also be subject in the future to, periodic delays in our homebuilding projects due to building moratoriums in the areas in which we operate |
Changes in regulations that restrict homebuilding activities in one or more of our principal markets could have a material adverse effect on our sales, profitability, stock performance and ability to service our debt obligations |
We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment |
We are subject to a variety of environmental conditions that can affect our business and our homebuilding projects |
The particular environmental laws that apply to any given homebuilding site vary greatly according to the location and environmental condition of the site and the present and former uses of the site and adjoining properties |
Environmental laws and conditions may result in delays, cause us to incur substantial compliance and other costs, or prohibit or severely restrict homebuilding activity in certain environmentally sensitive regions or areas, thereby adversely affecting our sales, profitability, stock performance and ability to service our debt obligations |
We are an approved seller/servicer of FNMA, GNMA, FHLMC, FHA and VA mortgage loans, and are subject to all of those agencies’ rules and regulations |
Any significant impairment of our eligibility to sell/service these loans could have a material adverse impact on our mortgage operations |
In addition, we are subject to regulation at the state and federal level with respect to specific origination, selling and servicing practices |
Adverse changes in governmental regulation may have a negative impact on our mortgage loan origination business |
We face competition in our housing and mortgage banking operations |
The homebuilding industry is highly competitive |
We compete with numerous homebuilders of varying size, ranging from local to national in scope, some of whom have greater financial resources than we do |
We face competition: • for suitable and desirable lots at acceptable prices; • from selling incentives offered by competing builders within and across developments; and • from the existing home resale market |
Our homebuilding operations compete primarily on the basis of price, location, design, quality, service and reputation |
Historically we have been one of the leading homebuilders in each of the markets where we operate |
8 _________________________________________________________________ The mortgage banking industry is also competitive |
Our main competition comes from national, regional and local mortgage bankers, thrifts, banks and mortgage brokers in each of these markets |
Our mortgage banking operations compete primarily on the basis of customer service, variety of products offered, interest rates offered, prices of ancillary services and relative financing availability and costs |
There can be no assurance that we will continue to compete successfully in our homebuilding or mortgage banking operations |
An inability to effectively compete may have an adverse impact on our sales, profitability, stock performance and ability to service our debt obligations |
A shortage of building materials or labor may adversely impact our operations |
The homebuilding business has from time to time experienced building material and labor shortages, including shortages in insulation, drywall, certain carpentry work and concrete, as well as fluctuating lumber prices and supply |
In addition, high employment levels and strong construction market conditions could restrict the labor force available to our subcontractors and us in one or more of our markets |
Significant increases in costs resulting from these shortages, or delays in construction of homes, could have a material adverse effect upon our sales, profitability, stock performance and ability to service our debt obligations |
Product liability litigation and warranty claims may adversely impact our operations |
Construction defect and home warranty claims are common and can represent a substantial risk for the homebuilding industry |
The cost of insuring against construction defect and product liability claims, as well as the claims themselves, can be high |
In addition, insurance companies limit coverage offered to protect against these claims |
Further restrictions on coverage available, or significant increases in premium costs or claims could have a material adverse effect on our financial results |
Weather-related and other events beyond our control may adversely impact our operations |
Extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest fires, floods, terrorist attacks or war, may affect our markets, our operations and our profitability |
These events may impact our physical facilities or those of our suppliers or subcontractors, causing us material increases in costs, or delays in construction of homes, which could have a material adverse effect upon our sales, profitability, stock performance and ability to service our debt obligations |