Back to GetFilings.com




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)

 

Registrant’s 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,
2004


    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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s unconsolidated partnerships.

 

Financial Services

 

The Financial Services Division provides mortgage financing, title insurance, closing services and insurance agency services for both buyers of the Company’s 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 Company’s communities and others.

 

Financial information relating to the Company’s 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. Newhall’s 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 LandSource’s financing capacity, together with the financing value of Newhall’s 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 Company’s 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    —