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 August 31, 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)
(305) 559-4000
(Registrants telephone number, including area code)
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 September 30, 2004:
Class A 123,566,114
Class B 32,591,122
Part I. Financial Information
Item 1. Financial Statements
Lennar Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except per share amounts)
| (Unaudited) August 31, 2004 |
November 30, 2003 |
||||||
| ASSETS |
|||||||
| Homebuilding: |
|||||||
| Cash |
$ | 386,858 | 1,201,276 | ||||
| Receivables, net |
153,687 | 60,392 | |||||
| Inventories: |
|||||||
| Finished homes and construction in progress |
3,292,199 | 2,006,548 | |||||
| Land under development |
1,668,813 | 1,600,224 | |||||
| Consolidated inventory not owned |
280,802 | 49,329 | |||||
| Total inventories |
5,241,814 | 3,656,101 | |||||
| Investments in unconsolidated entities |
779,465 | 390,334 | |||||
| Other assets |
393,246 | 450,619 | |||||
| 6,955,070 | 5,758,722 | ||||||
| Financial services |
883,551 | 1,016,710 | |||||
| Total assets |
$ | 7,838,621 | 6,775,432 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||
| Homebuilding: |
|||||||
| Accounts payable and other liabilities |
$ | 1,222,928 | 1,040,961 | ||||
| Liabilities related to consolidated inventory not owned |
235,105 | 45,214 | |||||
| Senior notes and other debts payable, net |
1,998,657 | 1,552,217 | |||||
| 3,456,690 | 2,638,392 | ||||||
| Financial services |
693,500 | 873,266 | |||||
| Total liabilities |
4,150,190 | 3,511,658 | |||||
| Stockholders equity: |
|||||||
| Preferred stock |
| | |||||
| Class A common stock of $0.10 par value per share, 123,629 shares issued at August 31, 2004 |
12,363 | 12,533 | |||||
| Class B common stock of $0.10 par value per share, 32,589 shares issued at August 31, 2004 |
3,259 | 3,251 | |||||
| Additional paid-in capital |
1,275,575 | 1,358,304 | |||||
| Retained earnings |
2,422,382 | 1,914,963 | |||||
| Unearned compensation |
(3,315 | ) | (4,301 | ) | |||
| Deferred compensation plan; 695 Class A common shares and 70 Class B common shares at August 31, 2004 |
(6,410 | ) | (4,919 | ) | |||
| Deferred compensation liability |
6,410 | 4,919 | |||||
| Treasury stock, at cost; 90 Class A common shares at August 31, 2004 |
(3,938 | ) | | ||||
| Accumulated other comprehensive loss |
(17,895 | ) | (20,976 | ) | |||
| Total stockholders equity |
3,688,431 | 3,263,774 | |||||
| Total liabilities and stockholders equity |
$ | 7,838,621 | 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 August 31, |
Nine Months Ended August 31, | ||||||||
| 2004 |
2003 |
2004 |
2003 | ||||||
| Revenues: |
|||||||||
| Homebuilding |
$ | 2,621,438 | 2,108,434 | 6,589,543 | 5,547,782 | ||||
| Financial services |
126,922 | 159,408 | 364,609 | 423,638 | |||||
| Total revenues |
2,748,360 | 2,267,842 | 6,954,152 | 5,971,420 | |||||
| Costs and expenses: |
|||||||||
| Homebuilding |
2,268,701 | 1,836,389 | 5,740,888 | 4,902,186 | |||||
| Financial services |
103,616 | 110,070 | 286,014 | 302,777 | |||||
| Corporate general and administrative |
34,184 | 27,488 | 94,113 | 74,879 | |||||
| Total costs and expenses |
2,406,501 | 1,973,947 | 6,121,015 | 5,279,842 | |||||
| Equity in earnings from unconsolidated entities |
9,685 | 25,060 | 28,920 | 44,978 | |||||
| Management fees and other income, net |
10,258 | 4,864 | 46,995 | 15,589 | |||||
| Earnings before provision for income taxes |
361,802 | 323,819 | 909,052 | 752,145 | |||||
| Provision for income taxes |
136,580 | 122,242 | 343,167 | 283,935 | |||||
| Net earnings |
$ | 225,222 | 201,577 | 565,885 | 468,210 | ||||
| Basic earnings per share (1) |
$ | 1.45 | 1.35 | 3.64 | 3.25 | ||||
| Diluted earnings per share (1) |
$ | 1.36 | 1.21 | 3.42 | 2.94 | ||||
| Cash dividends per Class A common share (1) |
$ | 0.125 | 0.00625 | 0.375 | 0.01875 | ||||
| Cash dividends per Class B common share (1) |
$ | 0.125 | 0.00625 | 0.375 | 0.018125 | ||||
| (1) | 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 10). |
See accompanying notes to consolidated condensed financial statements.
2
Lennar Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Nine Months Ended August 31, |
|||||||
| 2004 |
2003 |
||||||
| Cash flows from operating activities: |
|||||||
| Net earnings |
$ | 565,885 | 468,210 | ||||
| Adjustments to reconcile net earnings to net cash used in operating activities: |
|||||||
| Depreciation and amortization |
40,541 | 42,009 | |||||
| Amortization of discount on debt |
13,170 | 18,378 | |||||
| Tax benefit from employee stock plans and vesting of restricted stock |
12,435 | 8,155 | |||||
| Equity in earnings from unconsolidated entities |
(28,920 | ) | (44,978 | ) | |||
| Deferred income tax provision (benefit) |
8,703 | (22,140 | ) | ||||
| Changes in assets and liabilities, net of effect from acquisitions: |
|||||||
| Increase in receivables |
(143,750 | ) | (36,988 | ) | |||
| Increase in inventories |
(1,260,505 | ) | (588,256 | ) | |||
| (Increase) decrease in other assets |
4,825 | (18,064 | ) | ||||
| Decrease in financial services loans held-for-sale |
228,606 | 236,019 | |||||
| Increase (decrease) in accounts payable and other liabilities |
224,577 | (71,582 | ) | ||||
| Net cash used in operating activities |
(334,433 | ) | (9,237 | ) | |||
| Cash flows from investing activities: |
|||||||
| Net additions to operating properties and equipment |
(19,618 | ) | (13,789 | ) | |||
| Contributions to unconsolidated entities |
(537,911 | ) | (165,911 | ) | |||
| Distributions from unconsolidated entities |
194,879 | 207,149 | |||||
| (Increase) decrease in financial services mortgage loans |
409 | (1,182 | ) | ||||
| Purchases of investment securities |
(38,778 | ) | (18,023 | ) | |||
| Proceeds from investment securities |
24,649 | 6,987 | |||||
| Acquisitions, net of cash acquired |
(104,024 | ) | (106,025 | ) | |||
| Net cash used in investing activities |
(480,394 | ) | (90,794 | ) | |||
| Cash flows from financing activities: |
|||||||
| Net repayments under financial services short-term debt |
(173,573 | ) | (205,756 | ) | |||
| Net proceeds from issuance of senior floating-rate notes due 2009 |
298,500 | | |||||
| Net proceeds from issuance of senior floating-rate notes due 2007 |
199,300 | | |||||
| Net proceeds from issuance of 5.50% senior notes |
245,480 | | |||||
| Net proceeds from issuance of 5.95% senior notes |
| 341,730 | |||||
| Net repayments on other borrowings |
(383,669 | ) | (163,449 | ) | |||
| Common stock: |
|||||||
| Issuances |
13,050 | 14,312 | |||||
| Repurchases |
(113,582 | ) | | ||||
| Dividends and other |
(58,466 | ) | (2,978 | ) | |||
| Net cash provided by (used in) financing activities |
27,040 | (16,141 | ) | ||||
| Net decrease in cash |
(787,787 | ) | (116,172 | ) | |||
| Cash at beginning of period |
1,270,872 | 777,159 | |||||
| Cash at end of period |
$ | 483,085 | 660,987 | ||||
3
Lennar Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows Continued
(Unaudited)
(In thousands)
| Nine Months Ended August 31, | |||||
| 2004 |
2003 | ||||
| Summary of cash: |
|||||
| Homebuilding |
$ | 386,858 | 599,223 | ||
| Financial services |
96,227 | 61,764 | |||
| $ | 483,085 | 660,987 | |||
| Supplemental disclosures of non-cash investing and financing activities: |
|||||
| Consolidated inventory not owned |
$ | 259,399 | 32,721 | ||
| Purchases of inventory financed by sellers |
$ | 30,128 | 14,297 | ||
See accompanying notes to consolidated condensed financial statements.
4
Lennar Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Unaudited)
(1) Basis of Presentation
Basis of Consolidation
The accompanying consolidated condensed financial statements include the accounts of Lennar Corporation and all subsidiaries, partnerships and other entities in which Lennar Corporation has a controlling interest and variable interest entities (see Note 12) in which Lennar Corporation is deemed the primary beneficiary (the Company). The Companys investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities 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, 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 and the Companys Form 8-K dated August 24, 2004. 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.
Use of Estimates
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.
Stock Split
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.
Stock-Based Compensation
The Company grants stock options to certain employees for fixed numbers of shares with, in each instance, an exercise price not less than the fair market value of the shares at the date of the grant. The Company accounts for the stock option grants in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. No compensation expense is recognized if stock options granted have exercise prices greater than or equal to the fair market value of the Companys stock on the date of the grant. Compensation expense is recognized for stock option grants if the options are performance-based and the Companys stock has appreciated from the grant date to the measurement date to a fair market value greater than
5
(1) Basis of Presentation, Continued
the exercise price of the options. Compensation expense for performance-based options is recognized using the straight-line method over the vesting period of the options based on the difference between the exercise price of the options and the fair market value of the Companys stock on the measurement date. The Company also grants restricted stock, which is valued based on the market price of the common stock on the date of the grant. Compensation expense arising from restricted stock grants is recognized using the straight-line method over the period of the restrictions. Unearned compensation for performance-based options and restricted stock is shown as a reduction of stockholders equity in the consolidated condensed balance sheets.
The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, to stock-based employee compensation (unaudited):
| Three Months Ended August 31, |
Nine Months Ended August 31, |
||||||||||||
| (In thousands, except per share amounts) |
2004 |
2003 |
2004 |
2003 |
|||||||||
| Net earnings, as reported |
$ | 225,222 | 201,577 | 565,885 | 468,210 | ||||||||
| Add: Total stock-based employee compensation expense included in reported net earnings, net of related tax effects |
467 | 416 | 1,388 | 1,384 | |||||||||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
(3,356 | ) | (2,482 | ) | (9,771 | ) | (6,888 | ) | |||||
| Pro forma net earnings |
$ | 222,333 | 199,511 | 557,502 | 462,706 | ||||||||
| Earnings per share: |
|||||||||||||
| Basicas reported (1) |
$ | 1.45 | 1.35 | 3.64 | 3.25 | ||||||||
| Basicpro forma (1) |
$ | 1.43 | 1.33 | 3.59 | 3.21 | ||||||||