UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2004
Commission File Number: 1-11749
Lennar Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 95-4337490 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
700 Northwest 107th Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (305) 559-4000
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 x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
Common shares outstanding as of March 31, 2004:
| Class A |
123,483,332 | |
| Class B |
32,574,079 | |
Part I. Financial Information
Item 1. Financial Statements
Lennar Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except per share amounts)
| (Unaudited) February 29, |
November 30, 2003 |
||||||
| ASSETS |
|||||||
| Homebuilding: |
|||||||
| Cash |
$ | 545,522 | 1,201,276 | ||||
| Receivables, net |
65,135 | 60,392 | |||||
| Inventories: |
|||||||
| Finished homes and construction in progress |
2,348,553 | 2,006,548 | |||||
| Land under development |
1,590,392 | 1,592,978 | |||||
| Consolidated inventory not owned |
119,910 | 49,329 | |||||
| Land held for development |
7,281 | 7,246 | |||||
| Total inventories |
4,066,136 | 3,656,101 | |||||
| Investments in unconsolidated partnerships |
636,948 | 390,334 | |||||
| Other assets |
456,681 | 450,619 | |||||
| 5,770,422 | 5,758,722 | ||||||
| Financial services |
750,952 | 1,016,710 | |||||
| Total assets |
$ | 6,521,374 | 6,775,432 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||
| Homebuilding: |
|||||||
| Accounts payable and other liabilities |
$ | 1,011,346 | 1,040,961 | ||||
| Liabilities related to consolidated inventory not owned |
111,455 | 45,214 | |||||
| Senior notes and other debts payable, net |
1,531,846 | 1,552,217 | |||||
| 2,654,647 | 2,638,392 | ||||||
| Financial services |
588,237 | 873,266 | |||||
| Total liabilities |
3,242,884 | 3,511,658 | |||||
| Stockholders equity: |
|||||||
| Preferred stock |
| | |||||
| Class A common stock of $0.10 par value per share, 125,504 shares issued at February 29, 2004 |
12,550 | 12,533 | |||||
| Class B common stock of $0.10 par value per share, 32,536 shares issued at February 29, 2004 |
3,254 | 3,251 | |||||
| Additional paid-in capital |
1,363,647 | 1,358,304 | |||||
| Retained earnings |
2,034,623 | 1,914,963 | |||||
| Unearned restricted stock |
(3,988 | ) | (4,301 | ) | |||
| Deferred compensation plan; 534 Class A common shares and 53 Class B common shares at February 29, 2004 |
(4,919 | ) | (4,919 | ) | |||
| Deferred compensation liability |
4,919 | 4,919 | |||||
| Treasury stock, at cost; 2,401 Class A common shares at February 29, 2004 |
(109,562 | ) | | ||||
| Accumulated other comprehensive loss |
(22,034 | ) | (20,976 | ) | |||
| Total stockholders equity |
3,278,490 | 3,263,774 | |||||
| Total liabilities and stockholders equity |
$ | 6,521,374 | 6,775,432 | ||||
See accompanying notes to consolidated condensed financial statements.
1
Lennar Corporation and Subsidiaries
Consolidated Condensed Statements of Earnings
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended | |||||
| February 29, 2004 |
February 28, 2003(1) | ||||
| Revenues: |
|||||
| Homebuilding |
$ | 1,757,382 | 1,472,335 | ||
| Financial services |
105,525 | 128,135 | |||
| Total revenues |
1,862,907 | 1,600,470 | |||
| Costs and expenses: |
|||||
| Homebuilding |
1,551,314 | 1,328,256 | |||
| Financial services |
82,530 | 93,790 | |||
| Corporate general and administrative |
28,678 | 21,664 | |||
| Total costs and expenses |
1,662,522 | 1,443,710 | |||
| Equity in earnings from unconsolidated partnerships |
5,277 | 8,602 | |||
| Management fees and other income, net |
18,036 | 5,430 | |||
| Earnings before provision for income taxes |
223,698 | 170,792 | |||
| Provision for income taxes |
84,446 | 64,474 | |||
| Net earnings |
$ | 139,252 | 106,318 | ||
| Basic earnings per share (2) |
$ | 0.90 | 0.75 | ||
| Diluted earnings per share (2) |
$ | 0.84 | 0.68 | ||
| Cash dividends per Class A common share (2) |
$ | 0.125 | 0.00625 | ||
| Cash dividends per Class B common share (2) |
$ | 0.125 | 0.005625 | ||
| (1) | Certain prior year amounts have been reclassified to conform to the 2004 presentation (see Note 1). |
| (2) | Per share amounts have been retroactively adjusted to reflect the effect of the Companys January 2004 two-for-one stock split. See Notes 1 and 9. |
See accompanying notes to consolidated condensed financial statements.
2
Lennar Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(In thousands)
| Three Months Ended | |||||||
| February 29, 2004 |
February 28, 2003 |
||||||
| Cash flows from operating activities: |
|||||||
| Net earnings |
$ | 139,252 | 106,318 | ||||
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
|||||||
| Depreciation and amortization |
10,656 | 14,406 | |||||
| Amortization of discount on debt |
4,356 | 6,371 | |||||
| Tax benefit from employee stock plans and vesting of restricted stock |
1,834 | 764 | |||||
| Equity in earnings from unconsolidated partnerships |
(5,277 | ) | (8,602 | ) | |||
| Deferred income tax provision (benefit) |
2,815 | (7,578 | ) | ||||
| Changes in assets and liabilities, net of effect from acquisitions: |
|||||||
| Decrease in receivables |
16,921 | 7,251 | |||||
| Increase in inventories |
(323,127 | ) | (428,062 | ) | |||
| (Increase) decrease in other assets |
2,563 | (16,470 | ) | ||||
| Decrease in financial services loans held for sale |
244,825 | 413,750 | |||||
| Decrease in accounts payable and other liabilities |
(61,156 | ) | (107,930 | ) | |||
| Net cash provided by (used in) operating activities |
33,662 | (19,782 | ) | ||||
| Cash flows from investing activities: |
|||||||
| Net additions to operating properties and equipment |
(3,647 | ) | (4,066 | ) | |||
| (Increase) decrease in investments in unconsolidated partnerships, net |
(220,392 | ) | 26,032 | ||||
| (Increase) decrease in financial services mortgage loans |
131 | (2,460 | ) | ||||
| Purchases of investment securities |
(17,699 | ) | (3,982 | ) | |||
| Proceeds from investment securities |
8,093 | | |||||
| Acquisitions, net of cash acquired |
(36,792 | ) | (28,194 | ) | |||
| Net cash used in investing activities |
(270,306 | ) | (12,670 | ) | |||
| Cash flows from financing activities: |
|||||||
| Net repayments under financial services short-term debt |
(265,051 | ) | (414,012 | ) | |||
| Net proceeds from issuance of 5.95% senior notes |
| 341,730 | |||||
| Principal payments on other borrowings |
(25,815 | ) | (121,305 | ) | |||
| Common stock: |
|||||||
| Issuance |
3,105 | 1,624 | |||||
| Repurchases |
(109,562 | ) | | ||||
| Dividends |
(19,592 | ) | (800 | ) | |||
| Net cash used in financing activities |
(416,915 | ) | (192,763 | ) | |||
| Net decrease in cash |
(653,559 | ) | (225,215 | ) | |||
| Cash at beginning of period |
1,270,872 | 777,159 | |||||
| Cash at end of period |
$ | 617,313 | 551,944 | ||||
3
Lennar Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows Continued
(Unaudited)
(In thousands)
| Three Months Ended | |||||
| February 29, 2004 |
February 28, 2003 | ||||
| Summary of cash: |
|||||
| Homebuilding |
$ | 545,522 | 500,227 | ||
| Financial services |
71,791 | 51,717 | |||
| $ | 617,313 | 551,944 | |||
| Supplemental disclosures of cash flow information: |
|||||
| Cash paid for interest, net of amounts capitalized |
$ | | 5,496 | ||
| Cash paid for income taxes |
$ | 109,307 | 129,099 | ||
| Supplemental disclosures of non-cash investing and financing activities: |
|||||
| Consolidated inventory not owned |
$ | 79,349 | | ||
| Purchases of inventory financed by sellers |
$ | 4,200 | 12,443 | ||
See accompanying notes to consolidated condensed financial statements.
4
Lennar Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements include the accounts of Lennar Corporation and all subsidiaries, partnerships and other entities (the Company) in which the Company has a controlling interest and variable interest entities created after January 31, 2003 in which the Company is deemed the primary beneficiary (see Note 12). The Companys investments in unconsolidated partnerships in which a significant, but less than controlling, interest is held and variable interest entities created after January 31, 2003 in which the Company is not deemed to be the primary beneficiary, are accounted for by the equity method. All significant intercompany transactions and balances have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of 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. These financial statements should be read in conjunction with the November 30, 2003 audited financial statements in the Companys Annual Report on Form 10-K for the year then ended. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the accompanying consolidated condensed financial statements have been made.
The Company historically has experienced, and expects to continue to experience, variability in quarterly results. The consolidated condensed statement of earnings for the three months ended February 29, 2004 is not necessarily indicative of the results to be expected for the full year.
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.
In December 2003, the Companys Board of Directors approved a two-for-one stock split in the form of a 100% stock dividend of Class A and Class B common stock payable to stockholders of record on January 6, 2004. The additional shares were distributed on January 20, 2004. All share and per share amounts (except par value) have been retroactively adjusted to reflect the stock split. There was no net effect on total stockholders equity as a result of the stock split.
Certain prior year amounts in the consolidated condensed financial statements have been reclassified to conform with the 2004 presentation. These reclassifications had no impact on reported net earnings. In particular, homebuilding results reflect reclassifications that have been made to interest expense (now included in cost of homes sold and cost of land sold), equity in earnings from unconsolidated partnerships and management fees and other income, net.
5
(2) Operating and Reporting Segments
The Company has two operating and reporting segments: Homebuilding and Financial Services. The Companys reportable segments are strategic business units that offer different products and services. Segment amounts include all elimination adjustments made in consolidation.
Homebuilding
Homebuilding operations primarily include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through the Companys unconsolidated partnerships.
Financial Services
The Financial Services Division provides mortgage financing, title insurance, closing services and insurance agency services for both buyers of the Companys homes and others. It sells the loans it originates in the secondary mortgage market. The Financial Services Division also provides high-speed Internet access, cable television and alarm installation and monitoring services to residents of the Companys communities and others.
Financial information relating to the Companys reportable segments is as follows (unaudited):
| Three Months Ended | |||||
| (In thousands) |
February 29, 2004 |
February 28, 2003 | |||
| Homebuilding Revenues: |
|||||
| Sales of homes |
$ | 1,663,097 | 1,440,159 | ||
| Sales of land |
94,285 | 32,176 | |||
| Total homebuilding revenues |
1,757,382 | 1,472,335 | |||
| Homebuilding Costs and Expenses: |
|||||
| Cost of homes sold |
1,289,299 | 1,125,937 | |||
| Cost of land sold |
58,652 | 27,790 | |||
| Selling, general and administrative |
203,363 | 174,529 | |||
| Total homebuilding costs and expenses |
1,551,314 | 1,328,256 | |||
| Equity in earnings from unconsolidated partnerships |
5,277 | 8,602 | |||
| Management fees and other income, net |
18,036 | 5,430 | |||
| Homebuilding operating earnings |
$ | 229,381 | 158,111 | ||
| Financial services revenues |
$ | 105,525 | 128,135 | ||
| Financial services costs and expenses |
82,530 | 93,790 | |||
| Financial services operating earnings |
$ | 22,995 | 34,345 | ||
| Corporate general and administrative expenses |
28,678 | 21,664 | |||
| Earnings before provision for income taxes |
$ | 223,698 | 170,792 | ||
6
(3) Investment in Unconsolidated Partnerships
In November 2003, the Company and LNR Property Corporation (LNR) each contributed its 50% interests in certain of its jointly-owned unconsolidated partnerships that had significant assets to a new limited liability company named LandSource Communities Development LLC (LandSource), in exchange for 50% interests in LandSource. In addition, in July 2003, the Company and LNR formed, and obtained 50% interests in, NWHL Investment, LLC (NWHL), which agreed to purchase, and in January 2004 completed the purchase of, The Newhall Land and Farming Company (Newhall) for a total of approximately $1 billion. Newhalls primary business is developing two master-planned communities in Los Angeles County, California.
LandSource was formed as a vehicle to obtain financing based on the value of the combined assets of the joint venture entities that the Company and LNR contributed to LandSource. The Company and LNR used LandSources financing capacity, together with the financing value of Newhalls assets, to obtain improved financing for part of the purchase price of Newhall and for working capital to be used by the LandSource subsidiaries and Newhall. The Company and LNR may merge the joint venture entity that acquired Newhall with LandSource, and the Company and LNR may use LandSource for future joint ventures.
The Company and LNR each contributed approximately $200 million to NWHL, and LandSource and NWHL jointly obtained $600 million of bank financing, of which $400 million was used in connection with the acquisition of Newhall (the remainder of the acquisition price was paid with proceeds of a sale of income-producing properties from Newhall to LNR for $217 million at the closing of the transaction). The Company agreed to purchase 687 homesites and obtained options to purchase 623 homesites from Newhall. The Company is not obligated with regard to the borrowings by LandSource and NWHL, except that the Company and LNR have made limited maintenance guarantees and have committed to complete any property development commitments in the event LandSource and NWHL default. The combined assets and liabilities of LandSource and NWHL at February 29, 2004 were $1.3 billion and $722.5 million, respectively. The Companys combined investment in LandSource and NWHL was $285.2 million at February 29, 2004.
(4) Earnings Per Share
Basic earnings per share is computed by dividing net earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Basic and diluted earnings per share were calculated as follows (unaudited):
| Three Months Ended | |||||
| (In thousands, except per share amounts) |
February 29, 2004 |
February 28, 2003 | |||
| Numerator: |
|||||
| Numerator for basic earnings per share - net earnings |
$ | 139,252 | 106,318 | ||
| Interest on zero-coupon senior convertible debentures due 2018, net of tax |
| 1,642 | |||
| Interest on zero-coupon convertible senior subordinated notes due 2021, net of tax |
2,097 | | |||