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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended February 28, 2003

 

 

Commission File Number:    1-11749

 

 

Lennar Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

95-4337490

(State or other jurisdiction of

  

(I.R.S. Employer

incorporation or organization)

  

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    þ         NO    ¨

 

 

Common shares outstanding as of March 31, 2003:

 

Class A

  

55,341,138

Class B

  

9,700,462

 

 



Part I.    Financial Information

Item 1.    Financial Statements

 

 

Lennar Corporation and Subsidiaries

Consolidated Condensed Balance Sheets

(In thousands, except per share amounts)

 

 

    

(Unaudited) February 28, 2003


    

November 30, 2002


 

ASSETS

               

Homebuilding:

               

Cash

  

$

500,227

 

  

731,163

 

Receivables, net

  

 

51,348

 

  

48,432

 

Inventories:

               

Finished homes and construction in progress

  

 

2,300,746

 

  

2,044,694

 

Land under development

  

 

1,354,329

 

  

1,185,473

 

Land held for development

  

 

7,244

 

  

7,410

 

    


  

Total inventories

  

 

3,662,319

 

  

3,237,577

 

Investments in unconsolidated partnerships

  

 

298,440

 

  

285,594

 

Other assets

  

 

390,897

 

  

357,738

 

    


  

    

 

4,903,231

 

  

4,660,504

 

Financial services

  

 

688,595

 

  

1,095,129

 

    


  

Total assets

  

$

5,591,826

 

  

5,755,633

 

    


  

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Homebuilding:

               

Accounts payable and other liabilities

  

$

879,703

 

  

969,779

 

Senior notes and other debts payable, net

  

 

1,826,790

 

  

1,585,309

 

    


  

    

 

2,706,493

 

  

2,555,088

 

Financial services

  

 

551,544

 

  

971,388

 

    


  

Total liabilities

  

 

3,258,037

 

  

3,526,476

 

Stockholders’ equity:

               

Preferred stock

  

 

—  

 

  

—  

 

Class A common stock of $0.10 par value per share, 65,138 shares issued at February 28, 2003

  

 

6,514

 

  

6,506

 

Class B common stock of $0.10 par value per share, 9,700 shares issued at February 28, 2003

  

 

970

 

  

970

 

Additional paid-in capital

  

 

875,927

 

  

873,502

 

Retained earnings

  

 

1,644,463

 

  

1,538,945

 

Unearned restricted stock

  

 

(6,560

)

  

(7,337

)

Deferred compensation plan; 73 Class A common shares at February 28, 2003

  

 

(1,342

)

  

(1,103

)

Deferred compensation liability

  

 

1,342

 

  

1,103

 

Treasury stock, at cost; 9,849 Class A common shares at February 28, 2003

  

 

(159,038

)

  

(158,992

)

Accumulated other comprehensive loss

  

 

(28,487

)

  

(24,437

)

    


  

Total stockholders’ equity

  

 

2,333,789

 

  

2,229,157

 

    


  

Total liabilities and stockholders’ equity

  

$

5,591,826

 

  

5,755,633

 

    


  

 

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 28,


    

2003


  

2002


Revenues:

           

Homebuilding

  

$

1,488,735

  

1,142,119

Financial services

  

 

128,135

  

105,625

    

  

Total revenues

  

 

1,616,870

  

1,247,744

    

  

Costs and expenses:

           

Homebuilding

  

 

1,300,422

  

1,009,384

Financial services

  

 

93,790

  

82,201

Corporate general and administrative

  

 

21,664

  

16,624

Interest

  

 

30,202

  

24,048

    

  

Total costs and expenses

  

 

1,446,078

  

1,132,257

    

  

Earnings before provision for income taxes

  

 

170,792

  

115,487

Provision for income taxes

  

 

64,474

  

43,596

    

  

Net earnings

  

$

106,318

  

71,891

    

  

Basic earnings per share (adjusted for 10% stock distribution, see Notes 3 and 8)

  

$

1.51

  

1.03

    

  

Diluted earnings per share (adjusted for 10% stock distribution, see Notes 3 and 8)

  

$

1.37

  

0.94

    

  

Cash dividends per Class A common share

  

$

0.0125

  

0.0125

    

  

Cash dividends per Class B common share

  

$

0.01125

  

0.01125

    

  

 

 

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 28,


 
    

2003


    

2002


 

Cash flows from operating activities:

               

Net earnings

  

$

106,318

 

  

71,891

 

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

               

Depreciation and amortization

  

 

14,406

 

  

10,206

 

Amortization of discount on debt

  

 

6,371

 

  

6,213

 

Tax benefit from employee stock plans and vesting of restricted stock

  

 

764

 

  

2,670

 

Equity in earnings from unconsolidated partnerships

  

 

(8,602

)

  

(6,213

)

Deferred income tax provision (benefit)

  

 

(7,578

)

  

10,676

 

Changes in assets and liabilities, net of effect from acquisitions:

               

(Increase) decrease in receivables

  

 

7,251

 

  

(30,908

)

Increase in inventories

  

 

(428,062

)

  

(154,789

)

Increase in other assets

  

 

(16,470

)

  

(3,714

)

Decrease in financial services loans held for sale

  

 

413,750

 

  

298,947

 

Decrease in accounts payable and other liabilities

  

 

(107,930

)

  

(105,768

)

    


  

Net cash provided by (used in) operating activities

  

 

(19,782

)

  

99,211

 

    


  

Cash flows from investing activities:

               

Net additions to operating properties and equipment

  

 

(4,066

)

  

(1,957

)

(Increase) decrease in investments in unconsolidated partnerships, net

  

 

26,032

 

  

(15,577

)

(Increase) decrease in financial services mortgage loans

  

 

(2,460

)

  

5,170

 

Purchases of investment securities

  

 

(3,982

)

  

(8,978

)

Receipts from investment securities

  

 

—  

 

  

14,000

 

Acquisitions, net of cash acquired

  

 

(28,194

)

  

(20,839

)

    


  

Net cash used in investing activities

  

 

(12,670

)

  

(28,181

)

    


  

Cash flows from financing activities:

               

Net repayments under financial services short-term debt

  

 

(414,012

)

  

(299,659

)

Net proceeds from issuance of 5.95% senior notes

  

 

341,730

 

  

—  

 

Proceeds from other borrowings

  

 

—  

 

  

17

 

Principal payments on other borrowings

  

 

(121,305

)

  

(90,954

)

Common stock:

               

Issuance, net

  

 

1,624

 

  

5,944

 

Dividends

  

 

(800

)

  

(790

)

    


  

Net cash used in financing activities

  

 

(192,763

)

  

(385,442

)

    


  

Net decrease in cash

  

 

(225,215

)

  

(314,412

)

Cash at beginning of period

  

 

777,159

 

  

877,274

 

    


  

Cash at end of period

  

$

551,944

 

  

562,862

 

    


  

 

3


Lennar Corporation and Subsidiaries

Consolidated Condensed Statements of Cash Flows — Continued

(Unaudited)

(In thousands)

 

 

   

Three Months Ended

   

February 28,


   

2003


  

  2002  


Summary of cash:

        

Homebuilding

 

$500,227

  

483,573

Financial services

 

51,717

  

79,289

   
  
   

$551,944

  

562,862

   
  

Supplemental disclosures of cash flow information:

        

Cash paid for interest, net of amounts capitalized

 

$    5,496

  

7,897

Cash paid for income taxes

 

$129,099

  

78,595

Supplemental disclosures of non-cash investing and financing activities:

        

Purchases of inventory financed by sellers

 

$  12,443

  

2,639

Fair value of guarantees of partnership debt

 

$       487

  

—  

   
  

 

 

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 in which a controlling interest is held (the “Company”). The Company’s investments in unconsolidated partnerships in which a significant, but less than controlling, interest is held are accounted for by the equity method. Controlling interest is determined based on a number of factors, which include the Company’s ownership interest and participation in the management of the partnership. 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, 2002 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. Certain prior year amounts in the consolidated condensed financial statements have been reclassified to conform with the current period presentation.

 

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 28, 2003 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.

 

As discussed in Note 8, basic and diluted earnings per share amounts, weighted average shares outstanding and certain other share data have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the April 2003 stock distribution.

 

(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.

 

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 unconsolidated partnerships.

 

5


 

(2)   Operating and Reporting Segments, Continued

 

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 and sells the loans it originates in the secondary mortgage market. The Division also provides high-speed Internet access, cable television, and alarm installation and monitoring services for both the Company’s homebuyers and other customers.

 

(3)   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

    

February 28,


(In thousands, except per share amounts)

  

2003


  

2002


Numerator:

           

Numerator for basic earnings per share—net earnings

  

$

106,318

  

71,891

Interest on zero-coupon senior convertible debentures due 2018, net of tax

  

 

1,642

  

1,578

    

  

Numerator for diluted earnings per share

  

$

107,960

  

73,469

    

  

Denominator (adjusted for 10% stock distribution, see disclosure below):

           

Denominator for basic earnings per share—weighted average shares

  

 

70,633

  

69,633

Effect of dilutive securities:

           

Employee stock options and restricted stock

  

 

1,465

  

1,850

Zero-coupon senior convertible debentures due 2018

  

 

6,715

  

6,716

    

  

Denominator for diluted earnings per share—adjusted weighted average shares and assumed conversions

  

 

78,813

  

78,199

    

  

Basic earnings per share (adjusted for 10% stock distribution)

  

$

1.51

  

1.03

    

  

Diluted earnings per share (adjusted for 10% stock distribution)

  

$

1.37

  

0.94

    

  

 

 

Basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of a 10% stock distribution. Basic and diluted earnings per share without the effect of the 10% stock distribution were $1.66 per share and $1.51 per share, respectively, for the three months ended February 28, 2003 and $1.14 per share and $1.03 per share, respectively, for the three months ended February 28, 2002.

 

6


 

(3)   Earnings Per Share, Continued

 

In 2001, the Company issued zero-coupon convertible senior subordinated notes due 2021. The notes are convertible at any time into the Company’s Class A common stock if the sale price of the Company’s Class A common stock exceeds certain thresholds or in other specified instances, at the rate of approximately 7.0 shares per $1,000 face amount at maturity, which would total approximately 4.4 million shares (shares were adjusted for 10% stock distribution). These shares were not included in the calculation of diluted earnings per share for the three months ended February 28, 2003 and 2002 because the average closing price of the Company’s common stock over the last twenty trading days of each quarter did not exceed 110% ($68.97 per share at February 28, 2003) of the accreted conversion price. The number of shares of Class A common stock issuable on conversion will increase by approximately 10% as a result of the stock distribution.

 

(4)   Financial Services

 

The assets and liabilities related to the Company’s financial services operations were as follows:

 

 

    

(Unaudited)

    
    

February 28,

  

November 30,

(In thousands)

  

2003


  

2002


Assets:

           

Cash and receivables, net

  

$

237,460

  

239,893

Mortgage loans held for sale, net

  

 

294,543

  

708,304

Mortgage loans, net

  

 

32,810

  

30,341

Title plants

  

 

15,171

  

15,586

Goodwill, net

  

 

35,252

  

34,002

Other

  

 

65,161

  

57,801

Limited-purpose finance subsidiaries

  

 

8,198

  

9,202

    

  
    

$

688,595

  

1,095,129

    

  

Liabilities:

           

Notes and other debts payable

  

$

439,349

  

853,416

Other

  

 

103,997

  

108,770

Limited-purpose finance subsidiaries

  

 

8,198

  

9,202

    

  
    

$

551,544

  

971,388

    

  

 

 

(5)   Cash

 

Cash as of February 28, 2003 and November 30, 2002 included $40.7 million and $56.2 million, respectively, of cash primarily held in escrow for approximately three days and $18.7 million and $20.9 million, respectively, of restricted deposits.

 

 

 

7


 

(6)   Debt

 

In February 2003, the Company amended and restated its senior secured credit facilities (the “Credit Facilities”) to provide the Company with up to $1.2 billion of financing. The Credit Facilities consist of a $653 million revolving credit facility maturing in April 2006, a $273 million 364-day revolving credit facility maturing in April 2003, at which time the Company expects the facility to be renewed, and a $300 million term loan B maturing in December 2008. Prior to the amendment, the Company paid down $89.0 million of the term loan B. The Company may elect to convert borrowings under the 364-day revolving credit facility to a term loan, which would mature in April 2006. The Credit Facilities are collateralized by the stock of certain of the Company’s subsidiaries and are also guaranteed on a joint and several basis by substantially all of the Company’s subsidiaries, other than the subsidiaries engaged in mortgage and title reinsurance activities. At February 28, 2003, $300.0 million was outstanding under the term loan B and zero was outstanding under the revolving credit facilities. Interest rates are LIBOR-based and the margins are set by a pricing grid with thresholds that adjust based on changes in the Company’s leverage ratio and the Credit Facilities’ credit rating. At February 28, 2003, the Company had letters of credit outstanding in the amount of $464.6 million. The majority of these letters of credit are posted with regulatory bodies to guarantee the Company’s performance of certain development and construction activities. Of the Company’s total letters of credit, $270.7 million were collateralized against certain borrowings available under the Credit Facilities.

 

In February 2003, the Company issued $350 million of 5.95% senior notes due 2013 at a price of 98.287%. The senior notes are guaranteed on a joint and several basis by substantially all of the Company’s subsidiaries, other than subsidiaries engaged in mortgage and title reinsurance activities. Proceeds from the offering, after underwriting discount and expenses, were approximately $342 million. The Company used $116 million of the proceeds to repay outstanding indebtedness and added the remainder to its general working capital. The senior notes were issued under the Company’s shelf registration statement.

 

(7)   Guarantees

 

In November 2002, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation (FIN) No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. In accordance with the provisions of FIN No. 45, the Company adopted the initial recognition and measurement provisions on a prospective basis to guarantees issued after December 31, 2002. The implementation of FIN No. 45 did not have a material impact on the Company’s financial condition, results of operations or cash flows.

 

Warranty and similar reserves for homes are established in an amount estimated to be adequate to cover potential costs for materials and labor with regard to warranty-type claims to be incurred subsequent to the delivery of a home. Reserves are determined based on historical data and trends with respect to similar product types and geographical areas. The following table sets forth the activity in the Company’s warranty reserve for the three months ended February 28, 2003 (unaudited):

 

 

(In thousands)

        

Warranty reserve, November 30, 2002

  

$

93,606

 

Provision

  

 

14,750

 

Payments

  

 

(15,917

)

Other

  

 

359

 

    


Warranty reserve, February 28, 2003

  

$

92,798

 

    


 

 

 

8


(7)   Guarantees, Continued

 

In some instances, the Company and/or its partners have provided varying levels of guarantees on certain partnership debt. At February 28, 2003, the Company had recourse guarantees of $80.0 million and limited maintenance guarantees of $136.1 million of partnership debt. When the Company provides guarantees, the partnership generally receives more favorable terms from its lenders. The limited maintenance guarantees only apply if a partnership defaults on its loan arrangements and the carrying value of the collateral (generally land and improvements) is less than a specified percentage of the loan balance. If the Company is required to make a payment under a limited maintenance guarantee to bring the carrying value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution or loan to the unconsolidated partnership and increase the Company’s share of any funds the unconsolidated partnership distributes. There were no assets held as collateral that, upon the occurrence of any triggering event or condition under the guarantee, the Company could obtain and liquidate to recover all or a portion of the amounts paid under the guarantee.

 

(8)   Stockholders’ Equity

 

On April 8, 2003, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to its certificate of incorporation that eliminated the restrictions on transfer of the Company’s Class B common stock and eliminated a difference between the dividends on the common stock (renamed Class A common stock) and the Class B common stock. The only significant remaining difference between the Class A common stock and the Class B common stock is that the Class A common stock entitles holders to one vote per share and the Class B common stock entitles holders to ten votes per share.

 

Because stockholders approved the change to the terms of the Class B common stock, the Company will be distributing to the holders of record of its stock at the close of business on April 9, 2003, one share of Class B common stock for each ten shares of Class A common stock or Class B common stock held at that time. The distribution is expected to take place on April 21, 2003. The Company’s Class B common stock will be listed on the New York Stock Exchange (“NYSE”). The Company’s Class A common stock already is listed on the NYSE.

 

Additionally, the Company’s stockholders approved an amendment to the certificate of incorporation increasing the number of shares of common stock the Company is authorized to issue to 300 million shares of Class A common stock and 90 million shares of Class B common stock. However, the Company has committed to Institutional Shareholder Services that it will not issue, without a subsequent stockholder vote, shares that would increase the outstanding Class A common stock to more than 170 million shares or increase the outstanding Class B common stock to more than 45 million shares.

 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings per Share, basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the distribution of Class B common stock. The distribution will have no net effect on total stockholders’ equity.

 

9


 

(9)   Comprehensive Income

 

The Company has various interest rate swap agreements which effectively convert variable interest rates to fixed interest rates on approximately $300 million of outstanding debt related to its homebuilding operations. The swap agreements have been designated as cash flow hedges and, accordingly, are reflected at their fair value in the consolidated condensed balance sheets. The related loss is deferred, net of tax, in stockholders’ equity as accumulated other comprehensive loss.

 

Comprehensive income represents changes in stockholders’ equity from non-owner sources. For the three months ended February 28, 2003 and 2002, the change in the fair value of interest rate swaps was the only other amount besides the Company’s net earnings in deriving comprehensive income. Comprehensive income was $102.3 million and $72.8 million for the three months ended February 28, 2003 and 2002, respectively.

 

(10)   Stock-Based Compensation

 

The Company accounts for its stock option grants under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No compensation expense is recognized because all stock options granted have exercise prices not less than the market value of the Company’s stock on the date of the grant. Restricted stock grants are valued based on the market price of the common stock on the date of the grant. Unearned compensation arising from the restricted stock grants is amortized to expense using the straight-line method over the period of the restrictions. Unearned 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 SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (unaudited):

 

 

    

Three Months Ended February 28,


 

(In thousands, except
per share amounts)

  

2003


    

2002


 

Net earnings, as reported

  

$

106,318

 

  

71,891

 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

  

 

(1,464

)

  

(965

)

    


  

Pro forma net earnings

  

$

104,854

 

  

70,926

 

    


  

Earnings per share:

               

Basic—as reported (adjusted for 10% stock distribution)

  

$

1.51

 

  

1.03

 

    


  

Basic—pro forma (adjusted for 10% stock distribution)

  

$

1.48

 

  

1.02

 

    


  

Diluted—as reported (adjusted for 10% stock distribution)

  

$

1.37

 

  

0.94

 

    


  

Diluted—pro forma (adjusted for 10% stock distribution)

  

$

1.35

 

  

0.93

 

    


  

 

10


 

(11)   New Accounting Pronouncement

 

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities. FIN No. 46 provides accounting guidance for consolidation of off-balance sheet entities with certain characteristics (variable interest entities). The consolidation requirements apply to variable interest entities created after January 31, 2003 and to variable interest entities in which the Company maintains an interest after August 31, 2003. The Company has adopted the requirements of FIN No. 46 for the Company’s partnerships formed after January 31, 2003, none of which were considered variable interest entities. The Company is in the process of evaluating the remainder of its investments and other interests in entities that may be deemed variable interest entities under the provisions of FIN No. 46. These include interests in unconsolidated partnerships with assets totaling approximately $1.5 billion at February 28, 2003. The Company’s maximum exposure to loss represents its recorded investment in these partnerships totaling $298.4 million plus the guarantees discussed in Note 7. FIN No. 46 may also apply to certain option contracts to acquire land. The Company believes that many of these interests and entities will not be consolidated, and may not ultimately fall under the provisions of FIN No. 46. The Company cannot make any definitive conclusion until it completes its evaluation.

 

 

 

11


(12)   Supplemental Financial Information

 

The Company’s obligations to pay principal, premium, if any, and interest under certain debt instruments are guaranteed on a joint and several basis by substantially all of its subsidiaries, other than subsidiaries engaged in mortgage and title reinsurance activities. The guarantees are full and unconditional and the guarantor subsidiaries are 100% owned by Lennar Corporation. The Company has determined that separate, full financial statements of the guarantors would not be material to investors and, accordingly, supplemental financial information for the guarantors is presented.

 

 

Consolidating Condensed Balance Sheet

February 28, 2003

(Unaudited)

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


  

Non-Guarantor

Subsidiaries


    

Eliminations


    

Total


ASSETS

                                

Homebuilding:

                                

Cash and receivables, net

  

$

411,671

 

  

139,904

  

—  

 

  

—  

 

  

551,575

Inventories

  

 

—  

 

  

3,655,751

  

6,568

 

  

—  

 

  

3,662,319

Investments in unconsolidated partnerships

  

 

—  

 

  

298,440

  

—  

 

  

—  

 

  

298,440

Other assets

  

 

87,292

 

  

303,605

  

—  

 

  

—  

 

  

390,897

Investments in subsidiaries

  

 

2,693,606

 

  

314,564

  

—  

 

  

(3,008,170

)

  

—  

    


  
  

  

  
    

 

3,192,569

 

  

4,712,264

  

6,568

 

  

(3,008,170

)

  

4,903,231

Financial services

  

 

—  

 

  

11,569

  

692,040

 

  

(15,014

)

  

688,595

    


  
  

  

  

Total assets

  

$

3,192,569

 

  

4,723,833

  

698,608

 

  

(3,023,184

)

  

5,591,826

    


  
  

  

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                

Homebuilding:

                                

Accounts payable and other liabilities

  

$

266,127

 

  

613,487

  

89

 

  

—  

 

  

879,703

Senior notes and other debts payable, net

  

 

1,738,179

 

  

103,625

  

—  

 

  

(15,014

)

  

1,826,790

Intercompany

  

 

(1,145,526

)

  

1,306,748

  

(161,222

)

  

—  

 

  

—  

    


  
  

  

  
    

 

858,780

 

  

2,023,860

  

(161,133

)

  

(15,014

)

  

2,706,493

Financial services

  

 

—  

 

  

6,367

  

545,177

 

  

—  

 

  

551,544

    


  
  

  

  

Total liabilities

  

 

858,780

 

  

2,030,227

  

384,044

 

  

(15,014

)

  

3,258,037

Stockholders’ equity

  

 

2,333,789

 

  

2,693,606

  

314,564

 

  

(3,008,170

)

  

2,333,789

    


  
  

  

  

Total liabilities and stockholders’ equity

  

$

3,192,569

 

  

4,723,833

  

698,608

 

  

(3,023,184

)

  

5,591,826

    


  
  

  

  

 

12


(12)   Supplemental Financial Information, Continued

 

 

Consolidating Condensed Balance Sheet

November 30, 2002

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


  

Non-Guarantor

Subsidiaries


    

Eliminations


    

Total


ASSETS

                                

Homebuilding:

                                

Cash and receivables, net

  

$

622,019

 

  

157,566

  

10

 

  

—  

 

  

779,595

Inventories

  

 

—  

 

  

3,231,015

  

6,562

 

  

—  

 

  

3,237,577

Investments in unconsolidated partnerships

  

 

—  

 

  

285,594

  

—  

 

  

—  

 

  

285,594

Other assets

  

 

84,122

 

  

273,616

  

—  

 

  

—  

 

  

357,738

Investments in subsidiaries

  

 

2,584,512

 

  

302,655

  

—  

 

  

(2,887,167

)

  

—  

    


  
  

  

  
    

 

3,290,653

 

  

4,250,446

  

6,572

 

  

(2,887,167

)

  

4,660,504

Financial services

  

 

—  

 

  

35,933

  

1,074,241

 

  

(15,045

)

  

1,095,129

    


  
  

  

  

Total assets

  

$

3,290,653

 

  

4,286,379

  

1,080,813

 

  

(2,902,212

)

  

5,755,633

    


  
  

  

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                

Homebuilding:

                                

Accounts payable and other liabilities

  

$

333,746

 

  

635,842

  

222

 

  

(31

)

  

969,779

Senior notes and other debts payable, net

  

 

1,478,821

 

  

121,502

  

—  

 

  

(15,014

)

  

1,585,309

Intercompany

  

 

(751,071

)

  

931,951

  

(180,880

)

  

—  

 

  

—  

    


  
  

  

  
    

 

1,061,496

 

  

1,689,295

  

(180,658

)

  

(15,045

)

  

2,555,088

Financial services

  

 

—  

 

  

12,572

  

958,816

 

  

—  

 

  

971,388

    


  
  

  

  

Total liabilities

  

 

1,061,496

 

  

1,701,867

  

778,158

 

  

(15,045

)

  

3,526,476

Stockholders’ equity

  

 

2,229,157

 

  

2,584,512

  

302,655

 

  

(2,887,167

)

  

2,229,157

    


  
  

  

  

Total liabilities and stockholders’ equity

  

$

3,290,653

 

  

4,286,379

  

1,080,813

 

  

(2,902,212

)

  

5,755,633

    


  
  

  

  

 

13


(12)   Supplemental Financial Information, Continued

 

Consolidating Condensed Statement of Earnings

Three Months Ended February 28, 2003

(Unaudited)

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


    

Non-Guarantor

Subsidiaries


  

Eliminations


    

Total


Revenues:

                                

Homebuilding

  

$

—  

 

  

1,488,735

    

—  

  

—  

 

  

1,488,735

Financial services

  

 

—  

 

  

1,296

    

127,799

  

(960

)

  

128,135

    


  
    
  

  

Total revenues

  

 

—  

 

  

1,490,031

    

127,799

  

(960

)

  

1,616,870

    


  
    
  

  

Costs and expenses:

                                

Homebuilding

  

 

—  

 

  

1,300,288

    

134

  

—  

 

  

1,300,422

Financial services

  

 

—  

 

  

1,571

    

92,219

  

—  

 

  

93,790

Corporate general and administrative

  

 

21,664

 

  

—  

    

—  

  

—  

 

  

21,664

Interest

  

 

—  

 

  

31,162

    

—  

  

(960

)

  

30,202

    


  
    
  

  

Total costs and expenses

  

 

21,664

 

  

1,333,021

    

92,353

  

(960

)

  

1,446,078

    


  
    
  

  

Earnings (loss) before income taxes

  

 

(21,664

)

  

157,010

    

35,446

  

—  

 

  

170,792

Provision (benefit) for income taxes

  

 

(8,249

)

  

59,271

    

13,452

  

—  

 

  

64,474

Equity in earnings (loss) from subsidiaries

  

 

119,733

 

  

21,994

    

—  

  

(141,727

)

  

—  

    


  
    
  

  

Net earnings (loss)

  

$

106,318

 

  

119,733

    

21,994

  

(141,727

)

  

106,318

    


  
    
  

  

 

Consolidating Condensed Statement of Earnings

Three Months Ended February 28, 2002

(Unaudited)

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


    

Non-Guarantor Subsidiaries


  

Eliminations


    

Total


Revenues:

                                

Homebuilding

  

$

—  

 

  

1,142,113

    

6

  

—  

 

  

1,142,119

Financial services

  

 

—  

 

  

11,088

    

94,537

  

—  

 

  

105,625

    


  
    
  

  

Total revenues

  

 

—  

 

  

1,153,201

    

94,543

  

—  

 

  

1,247,744

    


  
    
  

  

Costs and expenses:

                                

Homebuilding

  

 

—  

 

  

1,009,234

    

150

  

—  

 

  

1,009,384

Financial services

  

 

—  

 

  

10,517

    

71,684

  

—  

 

  

82,201

Corporate general and administrative

  

 

16,624

 

  

—  

    

—  

  

—  

 

  

16,624

Interest

  

 

—  

 

  

24,048

    

—  

  

—  

 

  

24,048

    


  
    
  

  

Total costs and expenses

  

 

16,624

 

  

1,043,799

    

71,834

  

—  

 

  

1,132,257

    


  
    
  

  

Earnings (loss) before income taxes

  

 

(16,624

)

  

109,402

    

22,709

  

—  

 

  

115,487

Provision (benefit) for income taxes

  

 

(6,262

)

  

41,299

    

8,559

  

—  

 

  

43,596

Equity in earnings (loss) from subsidiaries

  

 

82,253

 

  

14,150

    

—  

  

(96,403

)

  

—  

    


  
    
  

  

Net earnings (loss)

  

$

71,891

 

  

82,253

    

14,150

  

(96,403

)

  

71,891

    


  
    
  

  

 

14


 

(12)   Supplemental Financial Information, Continued

 

 

Consolidating Condensed Statement of Cash Flows

Three Months Ended February 28, 2003

(Unaudited)

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


    

Non-Guarantor

Subsidiaries


    

Eliminations


    

Total


 

Cash flows from operating activities:

                                    

Net earnings (loss)

  

$

106,318

 

  

119,733

 

  

21,994

 

  

(141,727

)

  

106,318

 

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities

  

 

(183,542

)

  

(503,272

)

  

418,987

 

  

141,727

 

  

(126,100

)

    


  

  

  

  

Net cash provided by (used in) operating activities

  

 

(77,224

)

  

(383,539

)

  

440,981

 

  

—  

 

  

(19,782

)

    


  

  

  

  

Cash flows from investing activities:

                                    

Decrease in investments in unconsolidated partnerships, net

  

 

—  

 

  

26,032

 

  

—  

 

  

—  

 

  

26,032

 

Acquisitions, net of cash acquired

  

 

—  

 

  

(26,944

)

  

(1,250

)

  

—  

 

  

(28,194

)

Other

  

 

(1,085

)

  

(1,546

)

  

(7,877

)

  

—  

 

  

(10,508

)

    


  

  

  

  

Net cash used in investing activities

  

 

(1,085

)

  

(2,458

)

  

(9,127

)

  

—  

 

  

(12,670

)

    


  

  

  

  

Cash flows from financing activities:

                                    

Net repayments under other borrowings

  

 

(91,000

)

  

(30,319

)

  

—  

 

  

—  

 

  

(121,319

)

Net repayments under financial services debt

  

 

—  

 

  

—  

 

  

(413,998

)

  

—  

 

  

(413,998

)

Net proceeds from issuance of 5.95% senior notes

  

 

341,730

 

  

—  

 

  

—  

 

  

—  

 

  

341,730

 

Common stock:

                                    

Issuance, net

  

 

1,624

 

  

—  

 

  

—  

 

  

—  

 

  

1,624

 

Dividends

  

 

(800

)

  

—  

 

  

—  

 

  

—  

 

  

(800

)

Intercompany

  

 

(383,852

)

  

395,998

 

  

(12,146

)

  

—  

 

  

—  

 

    


  

  

  

  

Net cash provided by (used in) financing activities

  

 

(132,298

)

  

365,679

 

  

(426,144

)

  

—  

 

  

(192,763

)

    


  

  

  

  

Net increase (decrease) in cash

  

 

(210,607

)

  

(20,318

)

  

5,710

 

  

—  

 

  

(225,215

)

Cash at beginning of period

  

 

621,163

 

  

109,995

 

  

46,001

 

  

—  

 

  

777,159

 

    


  

  

  

  

Cash at end of period

  

$

410,556

 

  

89,677

 

  

51,711

 

  

—  

 

  

551,944

 

    


  

  

  

  

 

15


 

(12)   Supplemental Financial Information, Continued

 

 

Consolidating Condensed Statement of Cash Flows

Three Months Ended February 28, 2002

(Unaudited)

 

 

(In thousands)

  

Lennar Corporation


    

Guarantor Subsidiaries


    

Non-Guarantor Subsidiaries


    

Eliminations


    

Total


 

Cash flows from operating activities:

                                    

Net earnings (loss)

  

$

71,891

 

  

82,253

 

  

14,150

 

  

(96,403

)

  

71,891

 

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities

  

 

(136,151

)

  

(213,162

)

  

280,230

 

  

96,403

 

  

27,320

 

    


  

  

  

  

Net cash provided by (used in) operating activities

  

 

(64,260

)

  

(130,909

)

  

294,380

 

  

—  

 

  

99,211

 

    


  

  

  

  

Cash flows from investing activities:

                                    

(Increase) decrease in investments in unconsolidated partnerships, net

  

 

—  

 

  

(15,588

)

  

11

 

  

—  

 

  

(15,577

)

Acquisitions, net of cash acquired

  

 

—  

 

  

(20,839

)

  

—  

 

  

—  

 

  

(20,839

)

Other

  

 

(337

)

  

(1,175

)

  

9,747

 

  

—  

 

  

8,235

 

    


  

  

  

  

Net cash provided by (used in) investing activities

  

 

(337

)

  

(37,602

)

  

9,758

 

  

—  

 

  

(28,181

)

    


  

  

  

  

Cash flows from financing activities:

                                    

Net repayments under other borrowings

  

 

(1,000

)

  

(69,915

)

  

—  

 

  

—  

 

  

(70,915

)

Net repayments under financial services debt

  

 

—  

 

  

—  

 

  

(319,681

)

  

—  

 

  

(319,681

)

Common stock:

                                    

Issuance

  

 

5,944

 

  

—  

 

  

—  

 

  

—  

 

  

5,944

 

Dividends

  

 

(790

)

  

—  

 

  

—  

 

  

—  

 

  

(790

)

Intercompany

  

 

(214,576

)

  

172,865

 

  

41,711

 

  

—  

 

  

—  

 

    


  

  

  

  

Net cash provided by (used in) financing activities

  

 

(210,422

)

  

102,950

 

  

(277,970

)

  

—  

 

  

(385,442

)

    


  

  

  

  

Net increase (decrease) in cash

  

 

(275,019

)

  

(65,561

)

  

26,168

 

  

—  

 

  

(314,412

)

Cash at beginning of period

  

 

710,325

 

  

113,718

 

  

53,231

 

  

—  

 

  

877,274

 

    


  

  

  

  

Cash at end of period

  

$

435,306

 

  

48,157

 

  

79,399

 

  

—  

 

  

562,862

 

    


  

  

  

  

 

16


 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Some of the statements contained in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those which the statements anticipate. Factors which may affect our results include, but are not limited to, changes in general economic conditions, the market for homes and prices for homes generally and in areas where we have developments, the availability and cost of land suitable for residential development, materials prices, labor costs, interest rates, consumer confidence, competition, terrorist acts or other acts of war, environmental factors and government regulations affecting our operations. See our Annual Report on Form 10-K for the year ended November 30, 2002 for a further discussion of these and other risks and uncertainties applicable to our business.

 

(1)   Results of Operations

 

Overview

 

Net earnings were $106.3 million, or $1.37 per share diluted ($1.51 per share basic), in the first quarter of 2003, compared to $71.9 million, or $0.94 per share diluted ($1.03 per share basic), in the first quarter of 2002. Basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the April 2003 10% stock distribution. Basic and diluted earnings per share without the effect of the 10% stock distribution were $1.66 per share and $1.51 per share, respectively, for the three months ended February 28, 2003 and $1.14 per share and $1.03 per share, respectively, for the three months ended February 28, 2002.

 

Homebuilding

 

The following tables set forth selected financial and operational information related to our Homebuilding Division for the periods indicated (unaudited):

 

    

Three Months Ended

 
    

February 28,


 
    

2003


    

2002


 

(Dollars in thousands, except average sales price)

               

Revenues:

               

Sales of homes

  

$

1,440,159

 

  

1,109,774

 

Sales of land and other revenues

  

 

39,974

 

  

26,132

 

Equity in earnings from unconsolidated partnerships

  

 

8,602

 

  

6,213

 

    


  

Total revenues

  

 

1,488,735

 

  

1,142,119

 

Costs and expenses:

               

Cost of homes sold

  

 

1,097,275

 

  

853,396

 

Cost of land and other expenses

  

 

28,618

 

  

21,467

 

Selling, general and administrative

  

 

174,529

 

  

134,521

 

    


  

Total costs and expenses

  

 

1,300,422

 

  

1,009,384

 

    


  

Operating earnings

  

$

188,313

 

  

132,735

 

    


  

Gross margin on home sales

  

 

23.8

%

  

23.1

%

S,G&A expenses as a % of revenues from home sales

  

 

12.1

%

  

12.1

%

    


  

Operating margin as a % of revenues from home sales

  

 

11.7

%

  

11.0

%

    


  

Average sales price

  

$

255,000

 

  

232,000

 

    


  

 

17


 

 

    

At or for the

Summary of Home and Backlog Data By Region

  

Three Months Ended

(Dollars in thousands)

  

February 28,


Deliveries

  

2003


  

2002


East

  

 

1,618

  

1,540

Central

  

 

1,836

  

1,488

West

  

 

2,188

  

1,763

    

  

Subtotal

  

 

5,642

  

4,791

Unconsolidated partnerships

  

 

188

  

119

    

  

Total

  

 

5,830

  

4,910

    

  

New Orders

           

East

  

 

2,477

  

2,135

Central

  

 

2,089

  

1,659

West

  

 

1,960

  

2,287

    

  

Subtotal

  

 

6,526

  

6,081

Unconsolidated partnerships

  

 

185

  

122

    

  

Total

  

 

6,711

  

6,203

    

  

Backlog – Homes

           

East

  

 

5,376

  

4,121

Central

  

 

2,910

  

2,120

West

  

 

4,310

  

3,571

    

  

Subtotal

  

 

12,596

  

9,812

Unconsolidated partnerships

  

 

442

  

253

    

  

Total

  

 

13,038

  

10,065

    

  

Backlog Dollar Value

(including unconsolidated partnerships)

  

$

3,468,002

  

2,450,070

    

  

 

At February 28, 2003, our market regions consisted of the following states: East: Florida, Maryland, Virginia, New Jersey, North Carolina and South Carolina. Central: Texas, Illinois and Minnesota. West: California, Colorado, Arizona and Nevada. In addition, we have interests in unconsolidated partnerships that sell homes in other states.

 

Revenues from sales of homes increased 30% in the first quarter of 2003 to $1.4 billion from $1.1 billion in 2002. Revenues were higher due primarily to a 18% increase in the number of home deliveries and a 10% increase in the average sales price. New home deliveries increased to 5,642 homes in the first quarter of 2003 from 4,791 homes last year. New home deliveries were higher primarily due to strength in the California market, combined with our entry into the Illinois market in the second half of 2002. The average sales price on homes delivered increased to $255,000 in the first quarter of 2003 from $232,000 in 2002, primarily due to an increase in the average sales price in most of our markets, combined with changes in product mix.

 

18


 

Gross margins on home sales were $342.9 million, or 23.8%, in the first quarter of 2003, compared to $256.4 million, or 23.1%, in 2002. Margins were positively impacted by strength in most of our markets, offset by softness in the Texas market.

 

Selling, general and administrative expenses as a percentage of revenues from home sales were 12.1% in both the first quarter of 2003 and 2002. Selling, general and administrative expenses declined as a percentage of revenues from home sales given the higher revenues in selected markets including primarily California, Maryland and Virginia. This decrease was offset by higher marketing costs in other markets, including primarily Texas and Colorado.

 

Sales of land and other revenues, net, totaled $11.4 million in the first quarter of 2003, compared to $4.7 million in the same period in 2002. Equity in earnings from unconsolidated partnerships was $8.6 million in the first quarter of 2003, compared to $6.2 million in the same period last year. Margins achieved on land sales and equity in earnings from unconsolidated partnerships may vary significantly from period to period depending on the timing of land sales by us and our unconsolidated partnerships.

 

At February 28, 2003, our backlog of sales contracts was 13,038 homes ($3.5 billion), compared to 10,065 homes ($2.5 billion) at February 28, 2002. The higher backlog was primarily attributable to our homebuilding acquisitions and growth in the number of active communities, which resulted in higher new orders in 2003, compared to 2002. Although our total new orders increased 8%, our West Region’s new orders decreased 14%. The decline in the West Region’s new orders was primarily attributable to our Phoenix, Arizona marketplace. In the first quarter of 2002, we had significant new orders in Phoenix in the first-time homebuyer segment, whereas in the first quarter of 2003, we had fewer communities in this segment. Additionally, we acquired significant backlog with our fiscal 2002 homebuilding acquisitions in California. Subsequent to the acquisitions, we have slowed our sales pace to match our construction activities related to such backlog.

 

Financial Services

 

The following table presents selected financial data related to our Financial Services Division for the periods indicated (unaudited):

 

    

Three Months Ended

 
    

February 28,


 

(Dollars in thousands)

  

2003


    

2002


 

Revenues

  

$

128,135

 

  

105,625

 

Costs and expenses

  

 

93,790

 

  

82,201

 

    


  

Operating earnings

  

$

34,345

 

  

23,424

 

    


  

Dollar value of mortgages originated

  

$

1,519,000

 

  

1,150,000

 

    


  

Number of mortgages originated

  

 

8,300

 

  

6,700

 

    


  

Mortgage capture rate of Lennar homebuyers

  

 

69

%

  

81

%

    


  

Number of title transactions

  

 

89,000

 

  

77,000

 

    


  

 

Operating earnings for the Financial Services Division increased to $34.3 million in the first quarter of 2003 from $23.4 million last year. The increase was primarily due to improved results from our mortgage and title operations which benefited from a continued low interest rate and strong housing environment in the first quarter of 2003. Mortgage and title results reflected increases both in the number of transactions and in the profit per transaction in the first quarter of

 

19


 

2003, compared to 2002. The Division’s mortgage capture rate decreased in the first quarter of 2003 primarily due to the transitioning of the mortgage business related to the homebuilders we have acquired since the beginning of fiscal 2002.

 

Corporate General and Administrative

 

Corporate general and administrative expenses as a percentage of total revenues were 1.3% in both the first quarter of 2003 and 2002.

 

Interest

 

In the first quarter of 2003, interest expense was $30.2 million, or 1.9% of total revenues, compared to $24.0 million, or 1.9% of total revenues, in 2002. The weighted average interest rate for interest incurred was 7.6% in the first quarter of 2003, compared to 7.7% in the first quarter of 2002. The average debt outstanding was $1.7 billion for the three months ended February 28, 2003, compared to $1.5 billion in the same period last year.

 

(2)   Liquidity and Capital Resources

 

In the three months ended February 28, 2003, cash flows used in operating activities amounted to $19.8 million, consisting primarily of net earnings offset by increases in operating assets to support a significantly higher backlog and a higher number of active communities as we continued to grow. In particular, inventories increased $428.1 million in the first quarter of 2003, compared to $154.8 million in the same period last year. Cash flows used in operating activities in the first quarter of 2003 were reduced by the decline in financial services loans held for sale of $413.8 million, compared to $298.9 million in the same period last year, due to a higher number of loan originations. We sell the loans we originate in the secondary mortgage market, generally within thirty days after the closing of the loans. The cash related to these loans was primarily received in December 2002 and was used to pay down our warehouse lines of credit.

 

Cash used in investing activities totaled $12.7 million in the three months ended February 28, 2003, compared to $28.2 million in the corresponding period in 2002. In the first quarter of 2003, we received $26.0 million in net distributions from unconsolidated partnerships in which we invest. This generation of cash was offset by, among other things, net cash paid for acquisitions of $28.2 million during the first quarter of 2003.

 

We finance our land acquisition and development activities, construction activities, financial services activities and general operating needs primarily with cash generated from operations and public debt issuances, as well as cash borrowed under our revolving credit facilities. We also buy land under option agreements, which enable us to acquire homesites when we are ready to build homes on them. The financial risks of adverse market conditions associated with land holdings is managed by prudent underwriting of land purchases in areas we view as desirable growth markets, careful management of the land development process and limitation of risk by using partners to share the costs of purchasing and developing land, as well as obtaining access to land through option arrangements. At February 28, 2003, we had $217.1 million of primarily non-refundable option deposits with entities, which allows us to acquire approximately 48,000 homesites.

 

In February 2003, we issued $350 million of 5.95% senior notes due 2013 at a price of 98.287%. The senior notes are guaranteed on a joint and several basis by substantially all of our subsidiaries, other than subsidiaries engaged in mortgage and title reinsurance activities. Proceeds from the offering, after underwriting discount and expenses, were approximately $342 million. We used $116 million of the proceeds to repay outstanding indebtedness and added the remainder to our general working capital. The senior notes were issued under our shelf registration statement.

 

20


 

The majority of our short-term financing needs are met with cash generated from operations and funds available under our senior secured credit facilities. In February 2003, we amended and restated our senior secured credit facilities (the “Credit Facilities”) to provide us with up to $1.2 billion of financing. The Credit Facilities consist of a $653 million revolving credit facility maturing in April 2006, a $273 million 364-day revolving credit facility maturing in April 2003, at which time we expect the facility to be renewed, and a $300 million term loan B maturing in December 2008. Prior to the amendment, we paid down $89.0 million of the term loan B. We may elect to convert borrowings under the 364-day revolving credit facility to a term loan, which would mature in April 2006. The Credit Facilities are collateralized by the stock of certain of our subsidiaries and are also guaranteed on a joint and several basis by substantially all of our subsidiaries, other than the subsidiaries engaged in mortgage and title reinsurance activities. At February 28, 2003, $300.0 million was outstanding under the term loan B and zero was outstanding under the revolving credit facilities. Interest rates are LIBOR-based and the margins are set by a pricing grid with thresholds that adjust based on changes in our leverage ratio and the Credit Facilities’ credit rating. At February 28, 2003, we had letters of credit outstanding in the amount of $464.6 million. The majority of these letters of credit are posted with regulatory bodies to guarantee our performance of certain development and construction activities. Of our total letters of credit, $270.7 million were collateralized against certain borrowings available under the Credit Facilities.

 

At February 28, 2003, our Financial Services Division had a $450 million warehouse line of credit, which included a $95.0 million 30-day increase which expired in March 2003, to fund the Division’s mortgage loan activities. Borrowings under this facility were $404.6 million at February 28, 2003. The warehouse line of credit matures in October 2004, at which time we expect the facility to be renewed. At February 28, 2003, we had advances under a conduit funding agreement with a major financial institution amounting to $14.7 million. We also had a $20 million revolving line of credit with a bank. Borrowings under the line of credit were $20.0 million at February 28, 2003.

 

We frequently enter into partnerships that acquire and develop land for our homebuilding operations or for sale to third parties. While we view the use of unconsolidated partnerships as beneficial to our homebuilding activities, we do not view them as essential to those activities. Most of the partnerships in which we invest are accounted for by the equity method of accounting. At February 28, 2003, the unconsolidated partnerships in which we had interests had total assets of $1.5 billion and total liabilities of $838.1 million, which included $672.1 million of notes and mortgages payable. In some instances, we and/or our partners have provided varying levels of guarantees on certain partnership debt. At February 28, 2003, we had recourse guarantees of $80.0 million and limited maintenance guarantees of $136.1 million of the partnerships’ debts. When we provide guarantees, the partnership generally receives more favorable terms from its lenders. The limited maintenance guarantees only apply if a partnership defaults on its loan arrangements and the carrying value of the collateral (generally land and improvements) is less than a specified percentage of the loan balance. If we are required to make a payment under a limited maintenance guarantee to bring the carrying value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution or loan to the unconsolidated partnership and increase our share of any funds it distributes.

 

In June 2001, our Board of Directors increased our previously authorized stock repurchase program to permit future purchases of up to 10 million shares of our outstanding Class A common stock. We may repurchase these shares in the open market from time-to-time. During the first quarter of 2003, we did not repurchase any of our outstanding Class A common stock in the open market under these authorizations. As of February 28, 2003, in prior years and under

 

21


 

prior approvals, we had repurchased approximately 9.8 million shares of our outstanding Class A common stock for an aggregate purchase price of approximately $158.9 million, or $16 per share. During the three months ended February 28, 2003, our treasury stock increased by approximately 1,000 shares related to share reacquisitions at the time of vesting of restricted stock.

 

In recent years, we have sold convertible and non-convertible debt into public markets, and at February 28, 2003, we had effective Securities Act registration statements under which we could sell to the public up to $620 million of debt securities, common stock, preferred stock or other securities and could issue up to $400 million of equity or debt securities in connection with acquisitions of companies or interests in them, businesses, or assets.

 

On April 8, 2003, at our Annual Meeting of Stockholders, our stockholders approved an amendment to our certificate of incorporation that eliminated the restrictions on transfer of our Class B common stock and eliminated a difference between the dividends on the common stock (renamed Class A common stock) and the Class B common stock. The only significant remaining difference between the Class A common stock and the Class B common stock is that the Class A common stock entitles holders to one vote per share and the Class B common stock entitles holders to ten votes per share.

 

Because stockholders approved the change to the terms of the Class B common stock, we will be distributing to the holders of record of our stock at the close of business on April 9, 2003, one share of Class B common stock for each ten shares of Class A common stock or Class B common stock held at that time. The distribution is expected to take place on April 21, 2003. Our Class B common stock will be listed on the New York Stock Exchange (“NYSE”). Our Class A common stock already is listed on the NYSE.

 

Additionally, our stockholders approved an amendment to our certificate of incorporation increasing the number of shares of common stock we are authorized to issue to 300 million shares of Class A common stock and 90 million shares of Class B common stock. However, we have committed to Institutional Shareholder Services that we will not issue, without a subsequent stockholder vote, shares that would increase the outstanding Class A common stock to more than 170 million shares or increase the outstanding Class B common stock to more than 45 million shares.

 

The principal purpose of the distribution and the amendments to our certificate of incorporation is to make a greater number of authorized shares available for us to use in acquisitions, to sell in order to raise capital, to issue under stock option or other incentive programs or otherwise to issue.

 

Based on our current financial condition and credit relationships, we believe that our operations and borrowing resources will provide for our current and long-term capital requirements at our anticipated levels of growth.

 

(3)   Critical Accounting Policies

 

We believe that there have been no significant changes to our critical accounting policies during the three months ended February 28, 2003, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended November 30, 2002.

 

22


 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to market risks related to fluctuations in interest rates on our debt obligations, mortgage loans and mortgage loans held for sale. We utilize derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage our exposure to changes in interest rates. We also utilize forward commitments and option contracts to mitigate the risk associated with our mortgage loan portfolio.

 

Our Annual Report on Form 10-K for the year ended November 30, 2002 contains information about market risks under “Item 7A. Quantitative and Qualitative Disclosures About Market Risk”. There have been no material changes in our market risks during the three months ended February 28, 2003.

 

Item 4.    Controls and Procedures

 

Within 90 days prior to the filing of this report on Form 10-Q, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of February 28, 2003 to ensure that required information was disclosed on a timely basis in our reports filed under the Securities Exchange Act.

 

Our CEO and CFO have determined, based upon their most recent evaluation, that there have been no significant changes in our internal controls that could significantly affect our internal controls and procedures subsequent to that evaluation.

 

Part II.    Other Information

 

Items 1-3.    Not applicable.

 

Item 4.    Submission of Matters to a Vote of Security Holders.

 

The following matters were resolved by vote at the April 8, 2003 annual meeting of stockholders of Lennar Corporation:

 

(1) The following members of the Board of Directors were re-elected to hold office until 2006:

 

 

    

Votes For


  

Votes Withheld


Steven L. Gerard

  

140,696,358

  

1,163,730

Jonathan M. Jaffe

  

141,090,936

  

769,152

Sidney Lapidus

  

141,406,751

  

453,337

Hervé Ripault

  

140,695,463

  

1,164,625

 

23


 

(2)  Stockholders approved an increase in the number of shares of Common Stock (renamed Class A common stock) the Company is authorized to issue to 300,000,000 shares and the number of shares of Class B Common Stock the Company is authorized to issue to 90,000,000 shares. The results of the vote were as follows:

 

    

Votes
For


  

Votes
Against


  

Votes
Abstaining


       

Broker
Non-votes


Class A common shares

  

  41,633,656

  

3,315,867

  

38,455

       

—  

Class A and Class B combined

  

138,505,766

  

3,315,867

  

38,455

       

—  

 

 

(3)  Stockholders approved amendments to the Company’s Certificate of Incorporation relating to its Class B Common Stock and renaming its Common Stock “Class A Common Stock.” The results of the vote were as follows:

 

    

Votes
For


  

Votes
Against


  

Votes
Abstaining


      

Broker
Non-votes


Class A common shares

  

  34,007,912

  

1,850,988

  

102,248

      

9,026,830

Class B common shares

  

96,764,610

  

—  

  

—  

      

107,500

Class A and Class B combined

  

130,772,522

  

1,850,988

  

102,248

      

9,134,330

 

 

(4)  Stockholders approved the Lennar Corporation 2003 Stock Option and Restricted Stock Plan. The results of the vote were as follows:

 

    

Votes
For


  

Votes
Against


  

Votes
Abstaining


      

Broker
Non-votes


Class A and Class B combined

  

111,872,726

  

20,670,673

  

182,359

      

9,134,330

 

 

Item 5.   Not applicable.

 

Item 6.   Exhibits and Reports on Form 8-K.

 

  (a)   Exhibits:

 

  99.   Certification by Stuart A. Miller, President and Chief Executive Officer, and Bruce E. Gross, Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  (b)   Reports on Form 8-K:

 

Report dated January 31, 2003, reporting or furnishing information under Items 7 and 9.

 

Report dated December 10, 2002, furnishing information under Item 9.

 

24


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

 

 

              

Lennar Corporation


              

(Registrant)

Date:  April 14, 2003

            

/S/    BRUCE E. GROSS


              

Bruce E. Gross

              

Vice President and

              

Chief Financial Officer

Date:  April 14, 2003

            

/S/    DIANE J. BESSETTE


              

Diane J. Bessette

              

Vice President and

              

Controller

 

25


 

Chief Executive Officer’s Certification

 

I, Stuart A. Miller, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Lennar Corporation;

 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-14) for the registrant and we have:

 

a.    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the registrant’s periodic reports are being prepared;

 

b.    evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c.    presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a.    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.    The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  April 14, 2003

                 

        /S/    STUART A. MILLER


              

Name:

  

Stuart A. Miller

              

Title:

  

President and

                   

Chief Executive Officer

 

26


 

Chief Financial Officer’s Certification

 

I, Bruce E. Gross, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Lennar Corporation;

 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-14) for the registrant and we have:

 

a.    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the registrant’s periodic reports are being prepared;

 

b.    evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c.    presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a.    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.    The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  April 14, 2003

                 

        /S/    BRUCE E. GROSS


              

Name:

  

Bruce E. Gross

              

Title:

  

Vice President and

                   

Chief Financial Officer

 

27


Exhibit Index

 

 

Ex#


 

Exhibit Description


99.

 

Certification by Stuart A. Miller, President and Chief Executive Officer, and Bruce E. Gross, Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.