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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE YEAR ENDED DECEMBER 31, 2003
| | Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number
001-31931
LEVITT CORPORATION
(Exact name of registrant as specified in its Charter)
FLORIDA 11-3675068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 EAST SUNRISE BOULEVARD
FT. LAUDERDALE, FLORIDA 33304
(Address of principal executive (Zip Code)
offices)
(954) 760-5200
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
CLASS A COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE
$0.01 PER SHARE
(Title of Each Class) (Name of Each Exchange on Which Registered)
Indicate, by check mark, if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
amendment to this Form 10K. |X|
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 Act). YES | | NO |X|
The aggregate market value of the voting common equity held by
non-affiliates was $0 on June 30, 2003.
The number of shares of Registrant's Class A Common Stock outstanding on
March 24, 2004 was 13,597,166. The number of shares of Registrant's Class B
Common Stock outstanding on March 24, 2004 was 1,219,031.
Portions of the Proxy Statement of Registrant relating to the Annual
Meeting of shareholders are incorporated in Part III of this report.
1
PART I
Some of the statements contained or incorporated by reference herein
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Some of
the forward-looking statements can be identified by the use of words such as
"anticipate," "believe," "estimate," "may," "intend," "expect," "will,"
"should," "seeks" or other similar expressions. Forward-looking statements are
based largely on the expectations of Levitt Corporation ("the Company",
"Levitt", or "Registrant", which may be referred to as "we", "us" or "our") and
involve inherent risks and uncertainties including certain risks described in
this report or other documents incorporated herein by reference. When
considering those forward-looking statements, you should keep in mind the risks,
uncertainties and other cautionary statements made or incorporated by reference
in this report. You should not place undue reliance on any forward-looking
statement, which speaks only as of the date made. In addition to the risks
identified below, you should refer to our periodic and current reports filed
with the United States Securities and Exchange Commission (the "SEC") for
specific risks which could cause actual results to be significantly different
from those expressed or implied by those forward-looking statements. Some
factors which may affect the accuracy of the forward-looking statements apply
generally to the real estate industry, while other factors apply directly to us.
Any number of important factors which could cause actual results to differ
materially from those in the forward-looking statements include: general
economic and market conditions, including interest rate levels; our ability to
service our substantial indebtedness; inherent risks in investment in real
estate; fluctuations in operating results; our anticipated growth strategies;
shortages and increased costs of labor and building materials; competition in
the real estate development industry; availability and cost of land in desirable
areas; natural disasters; our ability to raise debt and equity capital and grow
our operations on a profitable basis; and our continuing relationship with
affiliates. Many of these factors are beyond our control. In addition to the
risks and factors identified above, reference is also made to other risks and
factors detailed in reports filed by the Company with the SEC. The Company
cautions that the foregoing factors are not exclusive.
ITEM 1. BUSINESS
GENERAL DESCRIPTION OF BUSINESS
We are a homebuilding and real estate development company with activities
throughout Florida. We were organized in December 1982 under the laws of the
State of Florida. Until December 31, 2003, we were a wholly owned subsidiary of
BankAtlantic Bancorp, Inc, a diversified financial services holding company
("BankAtlantic Bancorp"). We refer you to the discussion below for a description
of our spin-off on December 31, 2003 from BankAtlantic Bancorp.
We primarily develop single-family home and master-planned communities,
but we also develop, on a limited basis, commercial and industrial properties
and multi-family complexes. In our single-family communities, we specialize in
serving homebuyers in the active adult and the primary, family-oriented markets
who desire significant customization to our standard production homes. The
standard base price for the homes we sell is between $135,000 and $325,000, but
our closing price is usually higher due to design modifications, customizations
and lot premiums. For 2003, the average selling price of our homes was $220,000.
Through our master-planned communities, we generate substantial long-term
revenue from large acreage sales to third-party residential, commercial and
industrial developers, as well as create opportunities for our homebuilding
activities.
Our principal real estate activities are conducted through Levitt and
Sons, LLC, our wholly-owned homebuilding subsidiary ("Levitt and Sons") and Core
Communities, LLC, our wholly-owned master-planned community development
subsidiary ("Core Communities"). We also engage in commercial real estate
activities through Levitt Commercial, LLC, our wholly-owned commercial
development subsidiary ("Levitt Commercial"), and we invest with third parties
in joint ventures which develop rental and single-family residential properties.
In addition, we own approximately 38% of publicly traded Bluegreen Corporation
("Bluegreen", NYSE: BXG), which acquires, develops, markets and sells vacation
ownership interests in "drive-to" vacation resorts and residential home sites
around golf courses or other amenities.
Levitt and Sons is a real estate developer and residential homebuilder
specializing in single-family home communities and condominiums. Levitt and Sons
and its predecessors have built more than 200,000 homes since 1929. It has
strong brand awareness as America's oldest homebuilder and is recognized
nationally for having built the Levittown communities in New York, New Jersey
and Pennsylvania. We acquired Levitt and Sons in December 1999.
Core Communities develops master-planned communities and has two existing
communities in South Florida. Our original and best-known community, St Lucie
West, has been the fastest growing community on Florida's Treasure
2
Coast since we acquired it in October 1997 and was ranked by Robert
Charles Lesser & Co. as the 6th fastest selling master-planned community in the
United States for 2003. St. Lucie West is a 4,600-acre community with
approximately 5,000 built and occupied homes, numerous businesses, a university
campus and the New York Mets' spring training facility. Our second
master-planned community, Tradition, is planned to include over 15,000
residences, a corporate park, a K-12 charter / lab school, commercial properties
and mixed-used parcels. We currently own approximately 4,700 acres in Tradition
and have options to acquire approximately 4,500 additional acres, which would
provide us with a total of approximately five miles of frontage along I-95, a
major north/south interstate highway.
Spin-off from BankAtlantic Bancorp
On December 31, 2003, BankAtlantic Bancorp, Inc. completed the spin-off of
Levitt Corporation by means of a pro rata distribution to its shareholders of
all of our issued and outstanding capital stock. Prior to the spin-off, we were
a wholly owned subsidiary of BankAtlantic Bancorp. As a result of the spin-off,
BankAtlantic Bancorp no longer owns any shares of our capital stock. However, at
the time of the spin-off, BFC Financial Corporation was the holder of all of the
issued and outstanding shares of BankAtlantic Bancorp's Class B common stock and
approximately 15.3% of the issued and outstanding shares of BankAtlantic
Bancorp's Class A common stock. As a result of the spin-off, BFC Financial
Corporation now holds the same relative percentages of our Class A and Class B
Common stock. In the aggregate, BFC Financial Corporation's investment
represents approximately 55% of the total voting power of all of our common
stock.
In connection with the spin-off, the $30.0 million demand note owed by us
to BankAtlantic Bancorp was converted to a five year term note due December 30,
2008 with interest only payable monthly initially at the prime rate and
thereafter at the prime rate plus increments of an additional 0.25% every six
months starting June 2004. Prior to the spin-off, BankAtlantic Bancorp also
transferred to us its 1.2 million shares of Bluegreen common stock in exchange
for a $5.5 million note and additional shares of our common stock (which were
included in the spin-off). This $5.5 million note is due on December 30, 2004,
with principal and interest payable monthly and bearing interest at the prime
rate. Additionally, prior to the spin-off, we declared an $8.0 million dividend
to BankAtlantic Bancorp payable in the form of a five-year term note with the
same payment terms as the $30.0 million note described above.
Proposed Equity Offering
On February 23, 2004, Levitt Corporation filed a Form S-3 registration
statement with the SEC registering the sale in a proposed underwritten public
offering of 5,000,000 shares of the Company's Class A common stock (5,750,000
shares if the underwriters exercise their over-allotment option). The net
proceeds of the offering, if completed, will be used to repay approximately
$13.9 million of indebtedness (including the $5.5 million note described above),
to fund our growth, both internally and through acquisitions, and for general
corporate purposes. Please see "Liquidity and Capital Resources."
BUSINESS STRATEGY
Our business strategy involves the following principal elements:
Build and sell homes profitably in strong growth markets throughout
Florida. Currently, we build homes throughout Florida. Our markets are expected
to remain strong due to favorable demographic and economic trends, such as
retiring "Baby Boomers" and continuing new employment opportunities. As we
complete existing developments in these markets, we expect to acquire new land
that will not only replenish but also increase our inventory.
Continue to acquire land and to develop master-planned communities in
desirable markets. We intend to acquire land parcels in desirable markets that
are suited for developing large master-planned communities. Generally, land sale
revenues tend to be sporadic and fluctuate more than home sale revenues, but
land sale transactions result in higher margins, which typically exceed 40%. Our
land development activities in our master-planned communities complement our
homebuilding activities by offering a potential source of land for future
homebuilding. At the same time, Levitt and Sons' homebuilding activities
complement our master-planned community development activities since we believe
that its strong merchandising and quality developments support future land sales
in our master-planned communities. We expect that Levitt and Sons will continue
to purchase land for its residential home developments in our master-planned
communities in the future.
Explore joint ventures and/or acquisitions to expand our penetration
throughout the United States. We believe that our brand and our core competence
as a homebuilder and real estate developer can be extended to new markets both
3
inside and outside of Florida. Our strength in developing active adult
communities and our brand awareness positions us to pursue joint venture
opportunities in new markets.
Maintain a conservative risk profile. We attempt to apply a disciplined
risk management approach to our business activities. Other than our model
homes, substantially all of our homes are pre-sold before construction begins.
We require customer deposits of at least 5% to 10% of the base sales price of
our homes, and we require a higher percentage deposit for design customizations
and upgrades. As a result, we strengthen our backlog and lower our cancellation
rates. We seek to maintain our land inventory at Levitt and Sons at levels that
can be absorbed within three years. While our land inventory in Tradition, our
newest master-planned community, can support eight to ten years of development,
we can mitigate the risk associated with this investment by selling parcels to
other developers throughout the development period. Alternatively, early sales
can provide us with funds that allow us to assemble substantially more acreage
with less required additional capital investment. We can also utilize this early
sales strategy to improve the attractiveness of the development. For instance,
we sold approximately 1,000 acres adjacent to Tradition which we expect to be
developed with one or more golf courses, thereby adding an attractive amenity to
the area near the development.
Utilize community development districts to fund development costs. We
establish community development or improvement districts to access bond
financing to fund infrastructure and other projects at our master-planned
community developments. The ultimate owners of the property within the district
are responsible for amounts owed on these bonds as part of an assessment on
their tax bills. Generally, no payments under the bonds are required from
property owners during the first two years after issuance. While we are
responsible for these amounts until the affected property is sold, this strategy
allows us to more effectively manage the cash required to fund development of
the project.
Pursue other strategic real estate opportunities. Currently, we own
approximately 38% of the outstanding common stock of Bluegreen. Bluegreen is an
independently operated company that primarily acquires, develops, markets and
sells vacation ownership interests in "drive-to" resorts and develops and sells
residential home sites around golf courses or other amenities. We believe that
our investment in Bluegreen will be beneficial over time since Bluegreen's
current customers are potential future homebuyers in our active adult
communities and because the investment diversifies our real estate activities.
In the future, we may pursue strategic investments in other real estate related
businesses.
BUSINESS SEGMENTS
Management reports results of operations through four segments: Levitt and
Sons, Core Communities, Investment in Bluegreen and Other Operations. The
presentation and allocation of the assets, liabilities and results of operations
may not reflect the actual economic costs of the segment as a stand-alone
business. If a different basis of allocation were utilized, the relative
contributions of the segment might differ but, in management's view, the
relative trends in segments would not likely be impacted
4
LEVITT AND SONS
Levitt and Sons develops planned communities featuring homes with average
closing prices ranging from $167,000 to $273,000. While in prior years Levitt
and Sons focused on active adult communities, Levitt and Sons recently expanded
into developing communities for the primary, family-oriented market. At December
31, 2003, Levitt and Sons had eleven communities under development.
Additionally, through a joint venture Levitt and Sons is constructing a 164-unit
condominium project. The communities currently under development or under
contract and relevant data as of December 31, 2003 are as follows:
TYPE OF SALES PLANNED CLOSED CONTRACTED UNSOLD
COMMUNITY LOCATION COMMUNITY COMMENCED UNITS (A) UNITS UNITS BALANCE
--------- -------- --------- --------- ---------- ---------- ---------- ----------
CURRENTLY IN DEVELOPMENT
Cascades (b) St. Lucie West Active Adult 2000 1,158 660 400 98
Summit Greens Clermont Active Adult 2000 770 449 188 133
Bellaggio Boynton Beach Active Adult 2001 537 314 156 67
Cascades Estero Active Adult 2002 521 111 266 144
Cascades Sarasota Active Adult 2003 466 -- 76 390
---------- ---------- ---------- ----------
TOTAL ACTIVE ADULT 3,452 1,534 1,086 832
---------- ---------- ---------- ----------
Avalon Park Orlando Family 2002 806 84 274 448
Magnolia Lakes (b) St. Lucie West Family 2002 479 75 372 32
Regency Hills Clermont Family 2002 265 61 143 61
Summerport Windermere Family 2003 481 22 178 281
Riomar Sarasota Family 2004 154 -- -- 154
Hunter's Creek Orange County Family 2004 111 -- -- 111
---------- ---------- ---------- ----------
TOTAL FAMILY 2,296 242 967 1,087
---------- ---------- ---------- ----------
TOTAL CURRENTLY
IN DEVELOPMENT 5,748 1,776 2,053 1,919
---------- ---------- ---------- ----------
PROPERTIES UNDER CONTRACT
TO BE ACQUIRED (c)
Cascades Estero Active Adult 83 -- -- 83
Cascades Groveland Active Adult 999 -- -- 999
Cascades (b) Tradition Active Adult 1,200 -- -- 1,200
---------- ---------- ---------- ----------
TOTAL PROPERTIES
UNDER CONTRACT 2,282 -- -- 2,282
---------- ---------- ---------- ----------
TOTAL PROPERTIES 8,030 1,776 2,053 4,201
========== ========== ========== ==========
(a) Represents the number of residential units planned to be built on the
property. Actual number of units may vary from original project plan due
to engineering and architectural changes.
(b) Acquired or under contract to be acquired from Core Communities
(c) There can be no assurance that current property contracts will be
consummated.
All of the above communities are located within the State of Florida.
The properties under contract listed above represent properties Levitt and
Sons has the right to acquire and currently intends to purchase for which due
diligence has been completed as of December 31, 2003 and represent an aggregate
purchase price of $32.7 million. While financing is not yet finalized for these
properties, all of these transactions are expected to close by the end of 2004.
At December 31, 2003, Levitt and Sons also had contracts to acquire three
additional properties for which due diligence had not been completed. These
additional properties, which are not included in the above table, would provide
a total of 1,674 homesites for an aggregate purchase price of approximately
$29.9 million.
Levitt and Sons is also participating in a joint venture that is
constructing a 164 unit condominium project known as Boca Grand in which Levitt
and Sons has a 47.5% interest. At December 31, 2003, 18 units had been
delivered, 104 units were in the venture's backlog, and the remaining 42 units
were available for sale.
5
At December 31, 2003, Levitt and Sons' backlog (excluding joint ventures)
was 2,053 units, or $458.8 million. Backlog represents the number of units
subject to pending sales contracts. Homes included in the backlog include homes
that have been completed, but on which title has not been transferred, homes not
yet completed and homes on which construction has not begun. Information
regarding closed units and backlog units, excluding joint ventures, since our
acquisition of Levitt and Sons is as follows:
CLOSED BACKLOG
UNITS UNITS
----- -----
As of and for the year ended December 31, 2000 441 487
As of and for the year ended December 31, 2001 597 584
As of and for the year ended December 31, 2002 740 824
As of and for the year ended December 31, 2003 1,011 2,053
CORE COMMUNITIES
Core Communities was founded in May 1996 to develop the master-planned
community now known as St. Lucie West. It is currently developing the
master-planned community known as Tradition. As a master-planned community
developer, Core Communities engages in three primary activities: (i) the
acquisition of large tracts of raw land; (ii) planning, entitlement and
infrastructure development; and (iii) the sale of entitled land and/or developed
lots to homebuilders (including Levitt and Sons) and commercial, industrial and
institutional end-users.
St. Lucie West is a 4,600 acre master-planned community located in St.
Lucie County, Florida. It is bordered by Interstate 95 to the west and Florida's
Turnpike to the east. St. Lucie West contains residential, commercial and
industrial developments. Within the community, residents are close to
recreational and entertainment facilities, houses of worship, retail businesses,
medical facilities and schools. PGA of America owns and operates a golf course
and a country club. The community's baseball stadium serves as the spring
training headquarters for the New York Mets. There are approximately 5,000 homes
in St. Lucie West housing nearly 8,000 residents. At December 31, 2003,
approximately 123 acres remained available for sale in this project.
Tradition is located approximately two miles south of St. Lucie West, and
will encompass more than 9,000 acres if all properties under contract are
acquired, including approximately five miles of frontage on Interstate 95.
Tradition is being developed as a master-planned community including a corporate
park, a K-12 charter/lab school, commercial properties, residential homes and
other uses in a series of mixed-use parcels. Community Development District
special assessment bonds are being utilized to provide financing for certain
infrastructure developments.
At December 31, 2003, Core Communities owned 4,704 acres in Tradition.
Core Communities also has under contract additional parcels contiguous to the
existing land totaling approximately 4,456 acres for an aggregate purchase price
of $80.6 million. The contracts for these parcels are expected to begin closing
in May 2004. During June 2003, Core Communities acquired a 1,706-acre parcel
adjacent to Tradition and subsequently sold 979 of those acres in a single
transaction to a developer. This sale was profitable as well as strategic since
we anticipate that the construction of one or more golf courses on the land will
be considered attractive local amenities to new homeowners in our community.
First phase development is underway at the Tradition project and is
expected to continue through 2004. First phase development includes the
construction of primary access to I-95 and of connector roadways from the
interior of Tradition out to the highway, construction of the storm water
infrastructure, commercial pod development, and traditional and neo-traditional
residential lot development. Through December 31, 2003, Core Communities has
entered into contracts with eight homebuilders for the sale of a total of 1,531
acres in the first phase residential development. While there is no assurance
that all of these transactions will be consummated, 139 of the contracted acres
had been delivered as of December 31, 2003.
In September 2001, Core Communities acquired a 1,285-acre tract of land
known as Live Oak Preserve in Hillsborough County on the west coast of Florida
for approximately $17.0 million. During October 2002, Core Communities sold
1,267 acres of this property, representing all of the residential land, in a
single transaction for approximately $25.0 million. The remaining 18 acres of
land represented land zoned for commercial property and were sold in September
2003 for approximately $5.9 million.
6
Core Communities' land in development or under contract and relevant data
as of December 31, 2003 were as follows:
TYPE OF SALEABLE CLOSED CONTRACTED UNSOLD
PROJECT LOCATION PROJECT ACQUIRED ACRES (A) ACRES ACRES BALANCE
------- -------- ------- -------- ---------- ---------- ----------- ----------
CURRENTLY IN
DEVELOPMENT
St. Lucie West St. Lucie County Mixed Use 1997 (b) 1,970 1,806 41 123
---------- ---------- ---------- ----------
TOTAL ST. LUCIE WEST 1,970 1,806 41 123
---------- ---------- ---------- ----------
Tradition St. Lucie County Mixed Use 1998 2,033 139 958 936
Tradition St. Lucie County Mixed Use 2002 1,826 -- 434 1,392
Tradition St. Lucie County Mixed Use 2003 984 -- -- 984
---------- ---------- ---------- ----------
TOTAL TRADITION 4,843 139 1,392 3,312
---------- ---------- ---------- ----------
TOTAL CURRENTLY IN
DEVELOPMENT 6,813 1,945 1,433 3,435
---------- ---------- ---------- ----------
PROPERTIES UNDER
CONTRACT TO BE
ACQUIRED(c)
Tradition St. Lucie County Mixed Use 4,456 -- -- 4,456
---------- ---------- ---------- ----------
TOTAL PROPERTIES
UNDER CONTRACT 4,456 -- -- 4,456
---------- ---------- ---------- ----------
TOTAL PROPERTIES 11,269 1,945 1,433 7,891
========== ========== ========== ==========
(a) Actual saleable acres may vary from original plan due to changes in
zoning, project design, or other factors.
(b) Land inventory as of date of acquisition of Core Communities.
(c) There can be no assurance that current property contracts will be
consummated.
BLUEGREEN CORPORATION
We currently own approximately 9.7 million shares, or 38% of the
outstanding common stock of Bluegreen. Bluegreen is a leading provider of
vacation and residential lifestyle choices through its vacation ownership and
residential land businesses. Bluegreen is organized into two divisions:
Bluegreen Resorts and Bluegreen Communities.
Bluegreen Resorts acquires, develops and markets vacation ownership
interests in resorts generally located in popular, high-volume, "drive-to"
vacation destinations. Bluegreen sells vacation ownership interests in its
Bluegreen Vacation Club(R) product through sales offices at all of its owned
resorts and at four off-site sales offices. A vacation ownership interest in any
of Bluegreen's resorts entitles the buyer to an annual allotment of "points" in
perpetuity in the Bluegreen Vacation Club.(R) These points may be exchanged for
stays at any of Bluegreen's participating, fully-furnished vacation resorts or
for other vacation options, including cruises and stays at approximately 3,700
resorts offered by a worldwide vacation ownership exchange network. Bluegreen
currently develops, markets and sells vacation ownership interests in 16 resorts
located in the United States and one resort located in the Caribbean.
Bluegreen Communities acquires, develops and subdivides property and
markets the subdivided residential homesites to retail customers seeking to
build a home in a high quality residential setting. In some cases these
properties feature a golf course and/or other amenities. The strategy of this
division is to locate its projects (i) near major metropolitan centers (but
outside the perimeter of intense subdivision development) or (ii) in popular
retirement areas. Bluegreen has focused this division's activities in certain
core markets in which Bluegreen has developed substantial marketing expertise
and has a strong track record of success.
Bluegreen also generates significant interest income through its financing
of individual purchasers of vacation ownership interests and, to a lesser
extent, homesites sold by its Bluegreen Communities division.
OTHER OPERATIONS
Other operations consists of Levitt Commercial, investments in joint
ventures and other real estate interests and holding company operations.
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Levitt Commercial
Levitt Commercial was formed in 2001 to develop industrial and retail
properties. Levitt Commercial currently has four projects under development. The
first project, developed by a joint venture of which Levitt Commercial is an 82%
owner, is the High Ridge Commerce Center located in Boynton Beach, Florida. This
is a 70,000 square foot flex industrial building with 800 feet of frontage on
I-95. The project is divided into 14 bays averaging 5,000 square feet. The other
three projects, which are wholly-owned by Levitt Commercial, include Phase 2 and
3 of the High Ridge Commerce Center, the Plaza at Boynton Commerce Center, also
located in Boynton Beach, and the Andrews Business Center, which is located in
Pompano Beach, Florida. The three newer projects will total 89 flex warehouse
bays, averaging 2,975 square feet each.
Levitt Commercial is also participating in a joint venture known as the
Preserve at Long Leaf, which is developing a 298-unit apartment complex in
Melbourne, Florida. Levitt Commercial owns a 50% interest in the land for the
apartment complex, which was acquired by the joint venture in October 2002, and
a 20% interest in costs related to the further development of the project. An
affiliate of our joint venture partner will be the general contractor and we
anticipate construction to commence during 2004.
Additionally, at December 31, 2003, Levitt Commercial had a contract to
acquire one additional property to develop flex industrial space for a land
acquisition cost of approximately $3.5 million, however that contract was
cancelled in January 2004.
Levitt Commercial's projects currently under development or under contract
and relevant data as of December 31, 2003 are as follows:
TYPE OF SALES TOTAL CLOSED CONTRACTED UNSOLD
PROJECT LOCATION PROJECT COMMENCED UNITS (a) UNITS UNITS BALANCE
------- -------- ------- --------- ---------- ---------- ---------- ----------
CURRENTLY IN DEVELOPMENT
High Ridge Commerce Center Boynton Beach Flex 2002 14 13 -- 1
High Ridge Commerce Center 2 & 3 Boynton Beach Flex 2003 40 -- 15 25
The Plaza at Boynton Commerce Center Boynton Beach Flex 2003 21 -- -- 21
Andrews Business Center Pompano Beach Flex 2004 28 -- -- 28
---------- ---------- ---------- ----------
TOTAL PROPERTIES 103 13 15 75
========== ========== ========== ==========
(a) Actual number of units may vary from original project plan due to
engineering and architectural changes.
Other Joint Ventures
From time to time, we seek to defray portions of risk associated with
certain real estate projects by entering into joint ventures. For example, we
currently own an interest in Brittany Bay at Andros Isles, Ltd., a Florida
limited partnership formed to develop a single family attached (duplex)
residential development consisting of 222 units located in West Palm Beach,
Florida. At December 31, 2003, the venture had closed on 203 units and had
entered into contracts to sell the remaining 19 units. We own a 39.9% limited
partnership interest in this venture and BankAtlantic Venture Partners 3, Inc.,
our subsidiary and a co-general partner, owns a 0.1% general partnership
interest. The remaining partnership interests are held by unaffiliated third
parties.
Additionally, we own an interest in Fairways at Grand Harbor, Ltd., a
Florida limited partnership organized to develop 257 luxury rental apartments in
Vero Beach, Florida. We own a 44.5% limited partnership interest in this venture
and BankAtlantic Venture Partners 2, Inc., our subsidiary and a co-general
partner, owns a 0.5% general partnership interest. The remaining partnership
interests are held by unaffiliated third parties. The rental apartment property
was sold to an unaffiliated third party in January 2004. The partnership
continues to provide rental management services at neighboring Grand Harbor.
8
Real Estate Industry Risks
The real estate industry is highly cyclical by nature and future market
conditions are uncertain. Factors which adversely affect the real estate and
homebuilding industries, many of which are beyond our control include:
- the availability and cost of financing;
- unfavorable interest rates and increases in inflation;
- overbuilding or decreases in demand;
- changes in the general availability of land and competition for
available land;
- construction defects and warranty claims arising in the ordinary
course of business, including mold related property damage and
bodily injury claims and homeowner and homeowner association
lawsuits;
- changes in national, regional and local economic conditions;
- cost overruns, inclement weather, and labor and material shortages;
- the impact of present or future environmental legislation, zoning
laws and other regulations;
- availability, delays and costs associated with obtaining permits,
approvals or licenses necessary to develop property; and
- increases in real estate taxes and other governmental fees.
In addition, we currently develop and sell properties solely in Florida.
The market in which we operate is subject to the risks of natural disasters such
as hurricanes and tropical storms and we will be subject to adverse changes in
the economy in Florida.
Levitt Corporation Risks
We have a significant amount of debt. At December 31, 2003, our
consolidated debt was approximately $174.1 million, including the $13.5 million
of indebtedness incurred in connection with our spin-off from BankAtlantic
Bancorp. The amount of our debt could have important consequences. For example,
it could:
- limit our ability to obtain future financing for working capital,
capital expenditures, acquisitions, debt service requirements or
other requirements;
- require us to dedicate a substantial portion of our cash flow from
operations to payment of or on our debt and reduce our ability to
use our cash flow for other purposes;
- impact our flexibility in planning for, or reacting to, the changes
in our business;
- place us at a competitive disadvantage if we have more debt than our
competitors; and
- make us more vulnerable in the event of a downturn in our business
or in general economic conditions.
Our ability to meet our debt service and other obligations, to refinance
our indebtedness and to fund planned capital expenditures will depend upon our
future performance. We are engaged in businesses that are substantially affected
by changes in economic cycles. Our revenues and earnings vary with the level of
general economic activity in the markets we serve. Our businesses are also
affected by financial, political, business and other factors, many of which are
beyond our control. The factors that affect our ability to generate cash can
also affect our ability to raise additional funds for these purposes through the
sale of equity securities, the refinancing of debt, or the sale of assets.
Changes in prevailing interest rates may affect our ability to meet our debt
service obligations, because borrowings under a significant portion of our debt
instruments bear interest at floating rates.
Our anticipated debt payment obligations for the 12 months beginning
December 31, 2003 total $20.2 million. Our business may not generate sufficient
cash flow from operations, and future borrowings may not be available under our
existing credit facilities or any other financing sources in an amount
sufficient to enable us to service our indebtedness or to fund our other
liquidity needs. We may need to refinance all or a portion of our debt on or
before maturity, which we may not be able to do on favorable terms or at all.
As of December 31, 2003, BFC Financial Corporation owned 1,219,031 shares
of our Class B common stock, which represented all of our issued and outstanding
Class B common stock, and 2,074,244 shares, or approximately 15%, of our issued
and outstanding Class A common stock. In the aggregate these shares represent
approximately 55% of our total voting power. Since the Class A common stock and
Class B common stock vote as a single group on most matters, BFC Financial
Corporation is in a position to control our company and elect a majority of our
Board of Directors. Additionally, Alan B. Levan, our Chairman and Chief
Executive Officer, and John E. Abdo, our Vice Chairman and
9
President, beneficially own approximately 46% and 23% of the shares of BFC
Financial Corporation, respectively. As a consequence, Alan B. Levan and John E.
Abdo effectively have the voting power to control the outcome of any shareholder
vote of Levitt Corporation, except in those limited circumstances where Florida
law mandates that the holders of our Class A common stock vote as a separate
class. BFC Financial Corporation's interests may conflict with the interests of
our other shareholders, and BFC Financial Corporation's control position may
have an adverse effect on the market price of our Class A common stock.
COMPETITION
The real estate development and homebuilding industries are highly
competitive and fragmented. Competitive overbuilding in local markets, among
other competitive factors, could materially adversely affect homebuilders in the
affected market. Homebuilders compete for financing, raw materials and skilled
labor, as well as for the sale of homes. Additionally, competition for prime
properties is intense and the acquisition of such properties may become more
expensive in the future to the extent demand and competition increase. We
compete with other local, regional and national real estate companies and
homebuilders, often within larger subdivisions designed, planned and developed
by such competitors. Some of our competitors have greater financial, marketing,
sales and other resources than we do.
In addition, there are relatively low barriers to entry into our business.
There are no required technologies that would preclude or inhibit competitors
from entering our markets. Our competitors may independently develop land and
construct products that are superior or substantially similar to our products.
We currently build solely in Florida, which contains some of the top markets in
the nation, and therefore we expect to continue to face additional competition
from new entrants into our markets.
EMPLOYEES
As of December 31, 2003, we employed a total of 353 full-time employees
and 34 part-time employees. The breakdown of employees by entity is as follows:
Full Part
Time Time
---- ----
Levitt Corporation 8 --
Core Communities 26 3
Levitt and Sons 312 31
Other Subsidiaries 7 --
---- ----
Total 353 34
==== ====
Our employees are not represented by any collective bargaining agreement,
and we have never experienced a work stoppage. We believe our employee relations
are good.
Our future success is heavily dependent upon our ability to hire and
retain qualified marketing, sales and management personnel. The competition for
such personnel is intense in the real estate industry. There can be no assurance
that we will be able to continue to attract and retain qualified management and
other personnel.
CYCLICALITY; SEASONALITY
The real estate industry is highly cyclical by nature and future market
conditions are uncertain. Factors which adversely affect the real estate and
homebuilding industries, many of which are beyond our control, include changes
in national, regional and local economic conditions; cost overruns; inclement
weather, and labor and material shortages;
GOVERNMENTAL AND ENVIRONMENTAL MATTERS
We are subject to laws, ordinances and regulations of various federal,
state and local governmental entities and agencies concerning, among other
things:
- environmental matters, including the presence of hazardous or toxic
substances;
- wetland preservation;
10
- health and safety;
- zoning, land use and other entitlements;
- building design; and
- density levels.
In developing a project and building homes or apartments, we may be
required to obtain the approval of numerous governmental authorities regulating
matters such as:
- installation of utility services such as gas, electric, water and
waste disposal;
- the dedication of acreage for open space, parks and schools;
- permitted land uses; and
- the construction design, methods and materials used.
These laws or regulations could, among other things:
- establish building moratoriums;
- limit the number of homes, apartments or commercial properties that
may be built;
- change building codes and construction requirements affecting
property under construction;
- increase the cost of development and construction;
- delay development and construction; and
- otherwise have a material adverse effect on the real estate industry
in general and on our business, financial condition and results of
operations, specifically.
We may also at times not be in compliance with all regulatory
requirements. If we are not in compliance with regulatory requirements, we may
be subject to penalties or we may be forced to incur significant expenses to
cure any noncompliance. In addition, some of our land and some of the land that
we may acquire has not yet received planning approvals or entitlements necessary
for planned development or future development. Failure to obtain entitlements
necessary for further development of this land on a timely basis or to the
extent desired may adversely affect our future results and prospects.
Several governmental authorities have also imposed impact fees as a means
of defraying the cost of providing certain governmental services to developing
areas, and many of these fees have increased significantly during recent years.
We consider the costs of compliance with environmental regulations to be
part of the ordinary course of our business, and such compliance has not had any
material adverse effect on the Company.
ITEM 2. PROPERTIES
The Company's principal and executive offices are located at 1750 East
Sunrise Boulevard, Fort Lauderdale, Florida 33304. Levitt Corporation occupies
these offices pursuant to an agreement with BFC Financial Corporation, which
leases the property from BankAtlantic. BankAtlantic has purchased another
property to be used as its executive offices, and it is expected that Levitt
Corporation will also move to that building under a new lease in the fall of
2004. In addition, the Company and its subsidiaries occupy administrative space
in various locations in Florida under leases that expire at various dates
through 2006.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in various litigation matters arising
in the ordinary course of our business. We do not expect the outcome of any such
matters to materially impact our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In connection with the Company's spin-off from BankAtlantic Bancorp and
the listing of the Company's Class A common stock on the NYSE, the Company's
board of directors recommended to its then sole shareholder, BankAtlantic
11
Bancorp, the adoption of certain amendments to the Company's organizational
instruments, as more fully described below, and the approval of the 2003 Levitt
Corporation Stock Incentive Plan.
On December 2, 2003, at a special meeting of the Company's sole
shareholder, BankAtlantic Bancorp voted to approve the following:
Amended and Restated Articles of Incorporation
BankAtlantic Bancorp voted to approve the Company's Amended and Restated
Articles of Incorporation pursuant to which the Company recapitalized its
capital stock with 50,000,000 shares of Class A common stock, 10,000,000 shares
of Class B common stock and 5,000,000 shares of preferred stock, and to provide
for the terms of the capital stock so that the Company's capital structure
closely resembled the capital structure of BankAtlantic Bancorp.
Amended and Restated Bylaws
BankAtlantic Bancorp voted to approve the Company's Amended and Restated
Bylaws pursuant to which, among other things, the Company's board of directors
was divided into three classes, with one class elected annually. Pursuant to the
Company's Amended and Restated Bylaws, S. Lawrence Kahn, III, William Scherer
and Joel Levy were elected as Class I directors whose terms of office expire at
the Company's annual meeting in 2004; John E. Abdo and William Nicholson were
elected as Class II directors, whose terms of office expire at the Company's
annual meeting in 2005; and Alan B. Levan, James Blosser and Darwin Dornbush
were elected as Class III directors, whose terms of office expire at the
Company's annual meeting in 2006:
On December 18, 2003, at a special shareholder's meeting, BankAtlantic
Bancorp approved the terms and conditions of the 2003 Levitt Corporation Stock
Incentive Plan and the reservation of 1,500,000 shares of Class A common stock
for future issuance thereunder.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Class A common stock is listed on the New York Stock Exchange under
the symbol "LEV." BFC Financial Corporation ("BFC") is the sole holder of the
Company's Class B common stock and there is no trading market for the Company's
Class B common stock. The Class B common stock may only be owned by BFC or its
affiliates and is convertible into Class A common stock at the discretion of the
holder on a one-for-one basis.
From January 2, 2004, the date our Class A common stock first began
regular way trading on the New York Stock Exchange, through March 24, 2004, the
high and low sale prices of our Class A common stock as reported by the New York
Stock Exchange were $26.22 and $16.00, respectively. The stock prices do not
include retail mark-ups, mark-downs or commissions. On March 24, 2004, the
closing sale price of our Class A common stock as reported on the New York Stock
Exchange was $25.05 per share.
Holders
On March 24, 2004, there were approximately 14,850 holders and 13,597,166
shares of the Class A common stock issued and outstanding. In addition, there
were 1,219,031 shares of Class B common stock outstanding at March 24, 2004.
Dividends
We have never paid cash dividends on our common stock. From time to time,
we intend to evaluate the payment of regular cash dividends on our common stock
based upon our results of operations, financial condition, cash requirements and
prospects. We cannot assure you that we will declare any cash dividends in the
foreseeable future.
Our ability to pay dividends is restricted by certain covenant
restrictions contained in the indentures and loan agreements that govern the
terms of our debt.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information, as of December 31, 2003,
concerning our equity compensation plans for which we have previously obtained
shareholder approval and those equity compensation plans for which we have not
previously obtained shareholder approval:
Number of securities to Weighted average exercise
be issued upon exercise price of outstanding Number of securities
of outstanding options, options, warrants and remaining available for
warrants or rights rights future issuance
Plan Category (a) (b) (c)
- ----------------------------- ----------------------- ------------------------- --------------------------
Equity compensation plans -0- n/a 1,500,000
approved by security holders
Equity compensation plans
not approved by security -0- n/a -0-
holders
---------- ---------- ----------
Total -0- n/a 1,500,000
========== ========== ==========
13
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data as of
and for the years ended December 31, 1999 through 2003. Certain selected
financial data presented below as of December 31, 2003, 2002, 2001, 2000, and
1999 and for each of the years in the five-year period ended December 31, 2003,
are derived from our audited consolidated financial statements. Our financial
statements were audited by KPMG LLP, independent certified public accountants,
with respect to 2001, 2000 and 1999, and by PricewaterhouseCoopers LLP,
independent certified public accountants, with respect to 2003 and 2002. This
table is a summary and should be read in conjunction with the consolidated
financial statements and related notes thereto which are included elsewhere in
this report.
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
2003 2002 2001 2000 (a) 1999
-------- -------- -------- -------- --------
(dollars in thousands, except per share, unit and average
price data)
STATEMENT OF OPERATIONS DATA:
REVENUES
Sales of real estate $283,058 207,808 143,140 100,322 18,499
Other revenues 2,466 1,595 1,106 5,664 --
-------- -------- -------- -------- --------
Total Revenues 285,524 209,403 144,246 105,986 18,499
-------- -------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales of real estate 209,431 159,675 111,685 79,029 9,437
Other costs and expenses 43,951 32,059 27,697 21,770 6,976
-------- -------- -------- -------- --------
Total Costs and Expenses 253,382 191,734 139,382 100,799 16,413
-------- -------- -------- -------- --------
32,142 17,669 4,864 5,187 2,086
Earnings from Bluegreen Corporation
(b) 7,433 4,570 -- -- --
Other income 3,645 3,527 6,776 4,976 3,514
-------- -------- -------- -------- --------
Income before income taxes 43,220 25,766 11,640 10,163 5,600
Provision for income taxes 16,400 6,254 4,118 3,208 1,568
-------- -------- -------- -------- --------
Net income $ 26,820 19,512 7,522 6,955 4,032
======== ======== ======== ======== ========
Basic earnings per share $ 1.81 1.32 0.51 0.47 0.27
Diluted earnings per share (c) $ 1.77 1.30 0.51 0.47 0.27
Weighted average shares outstanding 14,816 14,816 14,816 14,816 14,816
Diluted shares outstanding 14,816 14,816 14,816 14,816 14,816
OTHER DATA:
Consolidated margin (d) 73,627 48,133 31,455 21,293 9,062
Consolidated margin percentage (e) 26.0% 23.2% 22.0% 21.2% 49.0%
LEVITT AND SONS (a)(f)
Homes delivered 1,011 740 597 441 --
Average selling price of homes
delivered $220,000 219,000 195,000 190,000 --
Margin percentage on homes delivered 22% 19% 19% 15% --
Backlog of homes (units) 2,053 824 584 487 329
Backlog of homes (value) $458,771 167,526 125,041 94,751 64,116
CORE COMMUNITIES:
Acres sold 1,337 1,715 253 145 312
Average selling price of acres sold $ 41,000 31,000 85,000 110,000 59,000
Margin percentage on land sales 43.0% 46.7%(g) 51.0% 56.3% 49.0%
Acres acquired 1,963 1,826 1,285 -- --
Average purchase price of acres
acquired $ 7,500 10,000 13,200 -- --
Unsold acres 4,868 4,242 4,131 3,099 3,244
14
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
2003 2002 2001 2000 (a) 1999
-------- -------- -------- -------- --------
(dollars in thousands, except per share, unit and average
price data)
BALANCE SHEET DATA:
Inventory of real estate $257,556 198,126 142,433 110,390 105,524
Investment in Bluegreen 70,852 57,332 -- -- --
Total assets 392,714 295,461 196,193 168,863 154,831
Notes payable to non-affiliates 111,625 85,359 55,625 41,047 50,631
Notes payable to affiliates 61,618 57,505 27,870 27,796 20,653
Development bonds payable 850 4,581 8,635 9,891 7,533
Total liabilities 267,238 187,774 126,254 105,874 98,659
Shareholders' equity 125,452 107,533 70,028 62,506 55,551
FINANCIAL STATISTICS:
Return on average shareholders'
equity (h) 23.0% 22.0% 11.4% 11.8% 8.0%
Ratio of total debt to shareholders'
equity 1.39 1.37 1.32 1.26 1.42
- -----------------
(a) Levitt Corporation acquired Levitt and Sons in December 1999.
(b) Levitt Corporation acquired its interest in Bluegreen Corporation in April
2002.
(c) Diluted earnings per share takes into account the dilution in earnings we
recognize from Bluegreen as a result of outstanding securities issued by
Bluegreen that enable the holders thereof to acquire shares of Bluegreen's
common stock.
(d) Margin is calculated as sales of real estate minus cost of sales of real
estate.
(e) Margin percentage is calculated by dividing margin by sales of real
estate.
(f) Excludes joint ventures.Backlog includes all homes subject to sales
contracts.
(g) Land sales to Levitt and Sons for the year ended December 31, 2002 equaled
$8.5 million and the net gain recognized was $6.5 million. These
inter-company transactions were eliminated in consolidation.
(h) Calculated by dividing net income by average shareholders' equity. Average
shareholders' equity is calculated by averaging beginning and end of
period shareholders' equity balances.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We engage in real estate activities through Levitt and Sons, Core
Communities, Levitt Commercial, an investment in Bluegreen and investments in
real estate projects in Florida through subsidiaries and joint ventures. Levitt
and Sons is a developer of single-family home communities and condominium and
rental apartment complexes in Florida. Core Communities owns the unsold land and
other entitlements of the 4,600 acre master-planned community known as St. Lucie
West in St. Lucie County, Florida. Core Communities also owns approximately
4,700 acres in Tradition, our second master-planned community, and has options
to acquire an additional 4,500 acres which will provide Tradition with more than
9,000 acres, including approximately five miles of frontage on Interstate 95.
Tradition is in the initial development stage in St. Lucie County, Florida.
On December 31, 2003, BankAtlantic Bancorp completed the spin-off of the
Company, and BankAtlantic Bancorp no longer owns any shares of our capital
stock. As a result of the spin-off, our reported financial information may not
be necessarily indicative of our future operating results or of our future
financial condition because the consummation of the spin-off has resulted in
$13.5 million of additional indebtedness and our ownership of an additional 1.2
million shares of Bluegreen. These factors will cause an increase in interest
expense of almost $600,000 per year, and allow us to pick up an additional 4.8%
of Bluegreen's earnings. Additionally, we may not be able to borrow money at the
same rates, we will incur greater costs and expenses for general and
administrative services provided by our affiliates and we will incur greater
costs and expenses of reporting and compliance associated with being a public
company.
In April 2002, we acquired 8.3 million shares of the outstanding common
stock of Bluegreen for approximately $53.8 million. In connection with the
spin-off, BankAtlantic Bancorp transferred 1.2 million shares of Bluegreen's
common stock to us in exchange for a $5.5 million promissory note and additional
shares of our common stock (which additional shares were subsequently
distributed in the spin-off). Bluegreen is a New York Stock Exchange-listed
company that acquires, develops, markets and sells vacation ownership interests
in "drive-to" resorts and develops and sells residential homesites around golf
courses or other amenities. The investment in Bluegreen was recorded at cost and
the carrying amount of the investment is adjusted to recognize our interest in
the earnings or loss of Bluegreen after the acquisition date. At December 31,
2003 and December 31, 2002, our investment in Bluegreen was approximately $70.9
million and $57.3 million, respectively. The 9.5 million shares of Bluegreen
common stock that we own comprises approximately 38% of the common stock of
Bluegreen outstanding as of December 31, 2003.
EXECUTIVE OVERVIEW
Management evaluates the performance and prospects of the Company and its
subsidiaries using a variety of financial and non-financial metrics. The key
financial measures utilized to evaluate historical operating performance include
revenues from sales of real estate, cost of sales of real estate, margin, margin
percentage, income before taxes and net income. Non-financial measures used to
evaluate historical performance include the number of homes delivered, number
and value of sales contracts executed, and the number of housing starts. To
evaluate the Company's future prospects, management uses non-financial
information such as the number of homes and acres in backlog (where we have a
property subject to a pending sales contract), and the aggregate value of those
contracts. Additionally, we monitor the number of properties remaining in
inventory and under contract to be purchased relative to our sales and
construction trends. Financial information utilized to evaluate the Company's
future prospects are the Company's ratio of debt to shareholders' equity and
cash requirements. General economic factors and interest rate trends are also
monitored as they may have an impact on the Company's prospects. Each of the
above metrics is discussed in the following sections as it relates to our
operating results, financial position and liquidity. The list of metrics above
is not an exhaustive list, and management may from time to time utilize
additional financial and non-financial information or may not use the metrics
listed above.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management views critical accounting policies as accounting policies that
are important to the understanding of our financial statements and also involve
estimates and judgments about inherently uncertain matters. In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated statements
of financial condition and assumptions that affect the recognition of revenues
and expenses on the statements of operations for the periods presented. Actual
results could differ significantly from those estimates. Material estimates that
are particularly susceptible to significant change in subsequent periods relate
to the determination of the valuation of real estate, the
16
valuation of carrying values of investments in joint ventures, the valuation of
the fair market value of assets and liabilities in the application of the
purchase method of accounting and the amount of the deferred tax asset valuation
allowance. We have identified the following accounting policies that management
views as critical to the portrayal of our financial condition and results of
operations.
Real Estate Inventories and Investment in Joint Ventures
Our inventory of real estate includes land acquisition costs, land
development costs, interest and other construction costs, all of which are
accounted for in our financial statements at accumulated cost or, when
circumstances indicate that the inventory is impaired, at estimated fair value.
Estimated fair value is based on disposition of real estate in the normal course
of business under existing and anticipated market conditions. The evaluation
takes into consideration the current status of the property, various
restrictions, carrying costs, costs of disposition and any other circumstances
that may affect fair value, including management's plans for the property. Due
to the large acreage of land holdings, disposition in the normal course of
business is expected to extend over a number of years. Uncertainties associated
with the economy, interest rates and the real estate market in general may
significantly change the valuation of our real estate investments.
Land and indirect land development costs are accumulated and allocated to
various parcels or housing units using specific identification and allocation
based upon the relative sales value, unit or area methods. Direct construction
costs are assigned to housing units based on specific identification. Other
capitalized costs consist of capitalized interest, real estate taxes, tangible
selling costs, local government fees and field overhead incurred during the
development and construction period. Start-up costs and selling expenses are
expensed as incurred. Interest is capitalized as a component of inventory at the
effective rates paid on borrowings during the pre-construction and planning
stage and the periods that projects are under development. Capitalization of
interest is discontinued if development ceases at a project.
We account for joint ventures in which we have a 50% or less ownership
interest or a less than controlling interest using the equity method of
accounting. Under the equity method, the initial investment in a joint venture
is recorded at cost and is subsequently adjusted to recognize the Company's
share of the joint venture's earnings or losses. Joint venture investments and
our investment in Bluegreen are evaluated annually for other than temporary
declines in value. Evidence of other than temporary declines in value includes
the inability of the investee to sustain an earnings capacity that would justify
the carrying amount of the investment and consistent joint venture operating
losses. The evaluation is based on available information including condition of
the property and current and anticipated real estate market conditions. At
December 31, 2003, December 31, 2002 and December 31, 2001, the combined
balances of inventory of real estate, investments in real estate joint ventures
and investment in Bluegreen were $332.5 million and $259.7 million and $150.8
million, respectively.
Revenue Recognition
Revenue and all related costs and expenses from house and land sales are
recognized at the time that closing has occurred, when title and possession of
the property and the risks and rewards of ownership transfer to the buyer, and
when other sale and profit recognition criteria are satisfied as required under
accounting principles generally accepted in the United States of America for
real estate transactions. In order to properly match revenues with expenses, we
estimate construction and land development costs incurred but not paid at the
time of closing. Estimated costs to complete are determined for each closed home
and land sale based upon historical data with respect to similar product types
and geographical areas. We monitor the accuracy of estimates by comparing actual
costs incurred subsequent to closing to the estimate made at the time of closing
and make modifications to the estimates based on these comparisons. We do not
expect the estimation process to change in the future nor do we expect actual
results to materially differ from such estimates.
Capitalized Interest
Interest incurred relating to land under development and construction is
capitalized to real estate inventories during the active development period.
Interest is capitalized as a component of inventory at the effective rates paid
on borrowings during the pre-construction and planning stage and during the
periods that projects are under development. Capitalization of interest is
discontinued if development ceases at a project. Interest is amortized to cost
of sale as related homes, land and units are sold.
17
Income Taxes
The Company utilizes the asset and liability method to account for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in the period that includes the statutory enactment
date. A deferred tax asset valuation allowance is recorded when it is more
likely than not that all or a portion of the deferred tax asset will not be
realized.
CONSOLIDATED RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2003 2002
----------------------------- AND 2002 AND 2001
2003 2002 2001 CHANGE CHANGE
-------- -------- -------- -------- --------
(dollars in thousands, except per share data)
REVENUES
Sales of real estate $283,058 207,808 143,140 75,250 64,668
Title and mortgage operations 2,466 1,595 1,106 871 489
-------- -------- -------- -------- --------
Total revenues 285,524 209,403 144,246 76,121 65,157
-------- -------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales of real estate 209,431 159,675 111,685 49,756 47,990
Selling, general and administrative expenses 41,794 30,359 26,031 11,435 4,328
Interest expense, net 233 389 180 (156) 209
Other expenses 1,838 1,311 930 527 381
Minority interest 86 -- 556 86 (556)
-------- -------- -------- -------- --------
Total costs and expenses 253,382 191,734 139,382 61,648 52,352
-------- -------- -------- -------- --------
32,142 17,669 4,864 14,473 12,805
Earnings from Bluegreen Corporation (a) 7,433 4,570 -- 2,863 4,570
Earnings from joint ventures 483 849 2,888 (366) (2,039)
Interest and other income 3,162 2,678 3,888 484 (1,210)
-------- -------- -------- -------- --------
Income before income taxes 43,220 25,766 11,640 17,454 14,126
Provision for income taxes 16,400 6,254 4,118 10,146 2,136
-------- -------- -------- -------- --------
NET INCOME $ 26,820 19,512 7,522 7,308 11,990
======== ======== ======== ======== ========
Basic earnings per share $ 1.81 1.32 0.51 0.49 0.81
Diluted earnings per share (b) $ 1.77 1.30 0.51 0.47 0.79
Weighted average shares outstanding 14,816 14,816 14,816 -- --
Diluted shares outstanding 14,816 14,816 14,816 -- --
(a) Levitt Corporation acquired its interest in Bluegreen Corporation in April
2002.
(b) Diluted earnings per share takes into account the dilution in earnings we
recognize from Bluegreen as a result of outstanding securities issued by
Bluegreen that enable the holders thereof to acquire shares of Bluegreen's
common stock.
For the Year Ended December 31, 2003 Compared to the Same 2002 Period
Consolidated net income increased $7.3 million, or 37%, to $26.8 million
for the year ended December 31, 2003 from $19.5 million for the same 2002
period. The increase in net income resulted primarily from an increase in sales
of real estate by Levitt and Sons, Core Communities, and Levitt Commercial, as
well as from increased earnings from Bluegreen Corporation. These increases in
income were partially offset by a decrease in earnings in joint ventures of
$366,000, an increase in selling, general and administrative expenses of $11.4
million, and an increase in the provision for income taxes of $10.1 million.
18
Revenues from sales of real estate increased $75.3 million, or 36%, to
$283.1 million for the year ended December 31, 2003 from $207.8 million for the
same 2002 period. Levitt and Sons' home deliveries in 2003 increased 37% to
1,011 homes from 740 homes delivered in the first nine months of 2002. This
increase in deliveries resulted in a $59.9 million increase in revenues from
sales of real estate at Levitt and Sons over the corresponding periods. Core
Communities' revenues from land sales in 2003 increased to $55.0 million from
$53.9 million in 2002. Core Communities 2002 revenues include sales to Levitt
and Sons of $8.5 million. These inter-company transactions were eliminated in
consolidation. Consolidated cost of sales in 2003 was reduced by $1.0 million as
previously deferred profits on inter-company transactions were recognized at the
time of home sales to third parties. Levitt Commercial commenced deliveries of
its flex warehouse units in 2003, and revenues from sales of these units in 2003
totaled $5.8 million. Earnings from Bluegreen for the year ended December 31,
2003 were $7.4 million, as compared with $4.6 million for the period of our
ownership in 2002. Bluegreen's net income for 2003 was $25.8 million, as
compared to $15.4 million for the period of our ownership ended December 31,
2002.
The increase in selling, general and administrative expenses for the year
ended December 31, 2003 as compared to 2002 primarily related to higher employee
compensation and benefits, increased advertising expenses and costs relating to
our public offering of investment notes. The increase in employee compensation
and benefits and advertising expenses was directly related to our new
development projects in central and southeast Florida and to the increase in
home deliveries at Levitt and Sons. As a result of these new projects and higher
number of home deliveries, our full time employees increased to 353 at December
31, 2003 from 221 at December 31, 2002, and the number of part time employees
increased to 34 at December 31, 2003 from 28 at December 31, 2002.
Interest incurred totaled $7.9 million and $8.1 million for 2003 and 2002,
respectively. The decrease in interest incurred was primarily due to a decline
in average interest rates from 6.0% for 2002 to 4.8% for 2003. These decreases
were partially offset by increases in borrowings associated with several new
development projects as well as interest accruing on the Company's $30.0 million
note payable to BankAtlantic Bancorp for twelve months in 2003, as compared to
only nine months in 2002. Interest capitalized totaled $7.7 million for both
2003 and 2002. Cost of sales of real estate for the years ended December 31,
2003 and 2002 included previously capitalized interest of approximately $6.4
million and $6.2 million, respectively.
Earnings from joint ventures decreased $366,000 in 2003 as compared to
2002. The decrease in earnings from joint ventures primarily resulted from
completion of a joint venture project during 2002.
The provision for income taxes increased $10.1 million, or 62% to $16.4
million for 2003, due to increased earnings before taxes, and an increase in the
effective tax rate from 24.2% in 2002 to 37.9% in 2003. The provision for income
taxes for the years ended December 31, 2003 and 2002 was net of a reduction in
the deferred tax asset valuation allowance of approximately $418,000 and $2.6
million, respectively. Reductions in the deferred tax asset valuation allowance
reduce the provision for income taxes for the year, thereby reducing the
effective tax rate.
For the Year Ended December 31, 2002 Compared to the Same 2001 Period
Consolidated net income increased $12.0 million, or 159%, to $19.5 million
for the year ended December 31, 2002 from $7.5 million for the same 2001 period.
This increase primarily resulted from an increase in the margin on the sales of
real estate of $16.7 million, an increase in title and mortgage operations of
$500,000 and earnings in Bluegreen of $4.6 million. These increases in income
were partially offset by decreases in earnings in joint ventures of $2.0
million, interest and other revenues of $1.2 million, an increase in selling,
general and administrative expenses of $4.3 million and an increase in the
provision for income taxes of $2.1 million.
Margin from sales of real estate primarily reflect the activities of
Levitt and Sons and Core Communities. During the year ended December 31, 2002,
Core Communities' margin on land sales was $18.7 million as compared to $11.0
million in 2001. Core Communities' 2002 margin on land sales excludes sales to
Levitt and Sons of $6.5 million. This inter-company transaction was eliminated
in consolidation. Core Communities' increases in sales revenue and gross profit
are primarily attributable to an increase in commercial land sales and
residential lot sales in 2002. During the 2002 period, net gains from home sales
at Levitt and Sons were $31.1 million as compared to $22.1 million during the
same 2001 period. This was primarily due to increases in the volume of home
deliveries and the average closing price of homes delivered. In 2001, we
recognized a gain of $680,000 from the sale of a marine rental property.
The increase in selling, general and administrative expenses primarily
resulted from the addition of several new development projects and an increase
in home deliveries at Levitt and Sons, as well as an increase in compensation
and
19
benefits associated with increases in incentive accruals and personnel resulting
from the addition of several new development projects. The number of full time
employees increased to 221 at December 31, 2002 from 202 at December 31, 2001.
Interest incurred totaled $8.1 million and $6.2 million for the 2002
period and 2001 period, respectively. The increase in interest incurred was
primarily due to increases in borrowings associated with several new development
projects. This increase in interest incurred was partially offset by a decline
in average interest rates from 7.5% for the 2001 period to 6.0% for the 2002
period. Capitalized interest totaled $7.7 million and $6.0 million for the 2002
period and 2001 period, respectively. At the time of home sale closings and land
sales the capitalized interest allocated to such property is charged to cost of
sales. Cost of sales of real estate for the year ended December 31, 2002 and
2001 included previously capitalized interest of approximately $6.2 million and
$4.8 million, respectively.
Minority interest declined due to the sale of the marine rental property
and the sell-out of a development in which we had a majority joint venture
interest.
Our income from Bluegreen for the year ended December 31, 2002 was $4.6
million. The earnings from Bluegreen included approximately $353,000 of
amortization associated with purchase accounting adjustments. Bluegreen's income
before the cumulative effect of a change in accounting principle for the year
ended December 31, 2002 was $15.4 million and net income was $9.8 million.
Earnings in joint ventures decreased $2.0 million in 2002 as compared to
2001. The decrease in earnings in joint ventures primarily resulted from
declines in home deliveries from 282 in 2001 to 140 in 2002 because a joint
venture project was nearing sell-out of its inventory in 2002.
Interest and other income consisted of interest income from interest on
deposits from BankAtlantic and other financial institutions, loans receivable
interest income, and other income. The decline in interest and other income was
primarily associated with a decrease in interest income resulting from lower
average deposit balances and yields and lower rental income as a result of our
disposition of a marine rental property in May 2001.
The provision for income taxes for the years ended December 31, 2002 and
2001 included a reduction in the deferred tax asset valuation allowance of
approximately $2.6 million and $1.3 million, respectively. On January 1, 2002,
Levitt Corporation converted from a subchapter C corporation to a limited
liability company. In connection with the conversion, Levitt Corporation
established a valuation allowance of approximately $840,000 at December 31,
2001. Effective July 1, 2002, Levitt Corporation elected to be treated as an
association taxable as a corporation.
20
LEVITT AND SONS RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2003 2002
------------------------------ AND 2002 AND 2001
2003 2002 2001 CHANGE CHANGE
-------- -------- -------- -------- --------
(in thousands)
REVENUES
Sales of real estate $222,257 162,359 117,663 59,898 44,696
Title and mortgage operations 2,466 1,595 1,106 871 489
-------- -------- -------- -------- --------
Total revenues 224,723 163,954 118,769 60,769 45,185
-------- -------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales of real estate 173,072 131,281 95,553 41,791 35,728
Selling, general and administrative
expenses 29,478 21,100 18,454 8,378 2,646
Other expenses 1,606 1,121 830 485 291
Minority interest (113) -- 150 (113) (150)
-------- -------- -------- -------- --------
Total costs and expenses 204,043 153,502 114,987 50,541 38,515
-------- -------- -------- -------- --------
20,680 10,452 3,782 10,228 6,670
Earnings from joint ventures 480 1,171 2,766 (691) (1,595)
Interest and other income 560 1,053 1,460 (493) (407)
-------- -------- -------- -------- --------
Income before income taxes 21,720 12,676 8,008 9,044 4,668
Provision for income taxes 7,964 3,364 2,916 4,600 448
-------- -------- -------- -------- --------
NET INCOME $ 13,756 9,312 5,092 4,444 4,220
======== ======== ======== ======== ========
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
----------------------------------
2003 2002 2001
-------- -------- --------
(dollars in thousands, except
average price data)
LEVITT AND SONS:
Homes delivered 1,011 740 597
Construction starts 1,593 796 584
Average selling price of homes delivered $220,000 219,000 195,000
Margin percentage on sales of homes 22.1% 19.1% 18.8%
New sales contracts (units) 2,240 980 694
New sales contracts (value) $513,436 204,730 146,869
Backlog of homes (units) 2,053 824 584
Backlog of homes (value) $458,771 167,526 125,041
LEVITT AND SONS JOINT VENTURES:
Homes delivered 18 140 282
Construction starts 1,593 796 279
New sales contracts (units) 61 61 206
New sales contracts (value) $ 15,957 16,027 44,934
Backlog of homes (units) 104 61 140
Backlog of homes (value) $ 27,478 16,027 29,052
At December 31, 2003, Levitt and Sons had a delivery backlog of 2,053
homes representing $458.8 million of future sales. The number of homes in
backlog is at a five-year high and is higher than the number of units delivered
in 2001 and 2002 combined. The number of homes in backlog is 149% higher than at
year-end 2002, and the average sales price of the homes under contract is
approximately 10% higher than the year-end 2002 backlog. While the strong
backlog is encouraging for our 2004 results, potential economic trends and
developments could impact our home sales operations. In recent months, the costs
of lumber, steel, concrete and other building materials have risen
significantly. While we may be able to increase our selling prices to absorb
these increased costs in future sales, the sales prices of homes in our backlog
are set. Accordingly, we expect that the margins on the delivery of homes in
backlog may be adversely affected by this trend.
21
For the Year Ended December 31, 2003 Compared to the Same 2002 Period
Levitt and Sons' revenues from home sales increased 37% to $222.3 million
in 2003 from $162.4 million in 2002, due primarily to increased home deliveries.
The increase in homes delivered was the result of communities nearing completion
and the introduction of new projects and product lines. During 2003, 1,011 homes
were delivered at an average selling price of approximately $220,000, as
compared to 740 homes delivered in 2002 at an average selling price of
approximately $219,000.
Cost of sales increased by approximately 32% to $173.1 million in 2003
from $131.3 million in 2002. The increase in cost of sales was associated
primarily with the increased number of home deliveries. Cost of sales as a
percentage of related revenue was approximately 78% for the year ended December
31, 2003, as compared to approximately 81% for the year ended December 31, 2002.
The improvement in margin as a percentage of sales was primarily due to changes
in product mix and the higher average selling price.
Selling, general and administrative expenses increased 40% to $29.5
million in 2003 from $21.1 million for 2002. The increase in selling, general
and administrative expenses was primarily associated with the increase in sales
and the addition of several new development projects in central and southwest
Florida, as well as an increase in employee compensation and benefits resulting
from the addition of several new projects. As a percentage of revenues, selling
general and administrative expense was approximately 13% of total revenues in
both 2003 and 2002.
Interest incurred totaled $5.0 million and $4.1 million for 2003 and 2002,
respectively. The increase in interest incurred was primarily due to the
increases in borrowings associated with new development projects. This increase
was partially offset by a decline in average interest rates from 5.5% for 2002
to 4.9% for 2003 as a result of a decrease in the interest rates applicable to
our variable interest rate debt. Interest capitalized for 2003 and 2002 totaled
$5.0 million and $4.1 million, respectively. Throughout 2003 and 2002, real
estate inventory under active development was greater than the interest-bearing
debt. Therefore, all interest incurred during both 2003 and 2002 was
capitalized. At the time of a home sale, the related capitalized interest is
charged to cost of sales. Cost of sales of real estate for 2003 and 2002
included previously capitalized interest of approximately $4.3 million and $3.6
million, respectively.
The decrease in earnings in joint ventures resulted primarily from the
completion of home deliveries by one joint venture. The joint venture's initial
inventory was 600 units and the last 140 homes were delivered during 2002.
For the Year Ended December 31, 2002 Compared to the Same 2001 Period
Levitt and Sons revenues from home sales increased 38% to $162.4 million
in 2002 from $117.7 million in 2001. This was primarily due to increased home
deliveries, as well as an increase in the average selling price of homes. The
increases in homes delivered and average selling price were the result of
communities nearing completion and the introduction of new projects and product
lines. During 2002, 740 homes were delivered as compared to 597 homes in 2001.
The average selling price of homes sold during the 2002 period was approximately
$219,000, increasing 12% from $195,000 in 2001.
Cost of sales increased by approximately 37% to $131.3 million in 2002
from $95.6 million in 2001. The increase in cost of sales was primarily
associated with the increased number of home sales. Cost of sales as a
percentage of home sales revenue was 81% for both the year ended December 31,
2002 and the year ended December 31, 2001.
Selling, general and administrative expenses increased 14%, to $21.1
million in 2002 from $18.5 million in 2001. The increase in selling, general and
administrative expenses was primarily associated with the increase in sales and
the addition of several new development projects in central and southwest
Florida, as well as an increase in employee compensation and benefits resulting
from the addition of several new projects. As a percentage of revenues, selling
general and administrative expense declined from approximately 16% of total
revenues in 2001 to approximately 13% of total revenues in 2002. The decrease in
selling, general and administrative expenses as a percentage of total revenue
primarily reflects economies of scale realized as a result of increased revenue
levels.
Interest incurred totaled $4.1 million and $3.8 million for 2002 and 2001,
respectively. The increase in interest incurred was primarily due to the
increases in borrowings associated with several new development projects. This
increase was partially offset by a decline in average interest rates from 7.4%
for the 2001 period to 5.5% for the 2002 period as interest rates declined
generally. Capitalized interest for the 2002 and 2001 periods totaled $4.1
million and $3.8 million,
22
respectively. Throughout 2002 and 2001, real estate inventory was greater than
the interest-bearing debt. Therefore, all interest incurred during the 2002 and
2001 periods was capitalized. At the time of a home sale, the related
capitalized interest is charged to cost of sales. Cost of sales of real estate
for 2002 and 2001 included previously capitalized interest of approximately $3.6
million and $2.5 million, respectively.
The decrease in earnings in joint ventures primarily resulted from
declines in home deliveries by one joint venture as that joint venture's
development neared completion. The joint venture's initial inventory was 600
units, and home deliveries during 2002 and 2001 were 140 and 282, respectively.
The joint venture entered into contracts for most of its inventory during the
1999 and 2000 periods, and contracts for all remaining inventory were entered
into by the fourth quarter of 2001.
The provision for income taxes for the years ended December 31, 2002 and
2001 included a reduction in the deferred tax asset valuation allowance and a
change in state tax valuation which aggregated approximately $1.5 million and
$240,000, respectively.
CORE COMMUNITIES RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2003 2002
----------------------------------- AND 2002 AND 2001
2003 2002 2001 CHANGE CHANGE
-------- -------- -------- -------- --------
(in thousands)
REVENUES
Sales of real estate $ 55,037 53,919(a) 21,555 1,118 32,364
-------- -------- -------- -------- --------
Total revenues 55,037 53,919 21,555 1,118 32,364
-------- -------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales of real estate 31,362 28,722(a) 10,570 2,640 18,152
Selling, general and administrative
expenses 7,549 5,867 5,774 1,682 93
Interest expense, net 224 451 1,644 (227) (1,193)
Minority interest -- -- 6 -- (6)
-------- -------- -------- -------- --------
Total costs and expenses 39,135 35,040 17,994 4,095 17,046
-------- -------- -------- -------- --------
15,902 18,879 3,561 (2,977) 15,318
Interest and other income 2,261 1,413 2,039 848 (626)
-------- -------- -------- -------- --------
Income before income taxes 18,163 20,292 5,600 (2,129) 14,692
Provision for income taxes 7,149 5,414 2,078 1,735 3,336
-------- -------- -------- -------- --------
NET INCOME $ 11,014 14,878 3,522 (3,864) 11,356
======== ======== ======== ======== ========
(a) Includes land sales to Levitt and Sons which were eliminated in
consolidation.
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
-------------------------------------
2003 2002 2001
-------- -------- --------
(dollars in thousands)
CORE COMMUNITIES:
Acres sold 1,337 1,715 253
Margin percentage on land sales 43.0% 46.7%(a) 51.0%
Unsold acres 4,868 4,242 4,131
Acres subject to sales contracts 1,433 1,845 469
Acres subject to sales contracts (value) $103,174 $ 72,767 $ 27,234
(a) Includes land sales to Levitt and Sons which were eliminated in
consolidation.
Operations at Core Communities remained strong in 2003. Development
activity in St. Lucie West entered its final stages in 2003, with only 164 acres
of acreage inventory available at December 31, 2003. Home sales remain strong in
St. Lucie West, as homebuilders within that community sold almost 1,600 homes
during 2003. Building on the success
23
of St. Lucie West, land development has commenced in Tradition, Core
Communities' newest master planned community project in St. Lucie County,
Florida. Currently, Tradition includes more than 4,800 acres, 1,531 of which had
already been contracted to homebuilders as of December 31, 2003. Additionally,
Core Communities has contracts to acquire approximately 4,500 additional acres
adjacent to Tradition. Notwithstanding the sustained interest and activity at
both St. Lucie West and Tradition, any reduction of demand in the residential
real estate market could negatively impact Core Communities' operations.
For the Year Ended December 31, 2003 Compared to the Same 2002 Period
Core Communities' revenues from land sales increased 2% to $55.0 million
in 2003 from $53.9 million in 2002. Margin on land sales in 2003 was
approximately $23.7 million as compared to $25.2 million in 2002. The decrease
in margin was primarily attributable to an increase in sales of residential land
and residential lots in 2003 as compared to 2002. This was primarily a result of
growth in the residential home sales market during 2003. The proportional
increase in residential property sales in 2003 has resulted in a decrease in
margin as a percentage of revenue, as commercial and industrial properties
generally provide a higher margin than residential properties. In the year ended
December 31, 2002, land sales to Levitt and Sons equaled $8.5 million and the
gain recognized was $6.5 million. These inter-company transactions were
eliminated in consolidation. There were no sales to Levitt and Sons in 2003.
Selling, general and administrative expenses increased 29% to $7.5 million
during the year ended December 31, 2003 as compared to 2002. This increase was
primarily associated with an increase in advertising expenses as a result of the
launch of the Tradition community during the first quarter of 2003.
Interest incurred for 2003 and 2002 was approximately $1.2 million and
$2.4 million, respectively. The decrease in interest incurred was primarily due
to the satisfaction of indebtedness formerly associated with Live Oak Preserve,
which was repaid in 2002 as discussed below. During 2003, interest capitalized
was approximately $927,000, as compared with $1.9 million for 2002. At the time
of land sales, the related capitalized interest is charged to cost of sales.
Cost of sales of real estate for 2003 and 2002 included previously capitalized
interest of approximately $318,000 and $980,000, respectively.
For the Year Ended December 31, 2002 Compared to the Same 2001 Period
Core Communities' revenues from land sales increased 150% to $53.9 million
in 2002 from $21.6 million in 2001. Margin on the 2002 land sales was
approximately $25.2 million as compared to $11.0 million in 2001. The increases
in sales revenue and margin were primarily attributable to an increase in
commercial land sales and residential lot sales in St. Lucie West in 2002 as
compared to 2001. This was primarily a result of growth in the residential home
sales market during 2002. In 2002, land sales to Levitt and Sons equaled $8.5
million and the net gain recognized was $6.5 million. This inter-company
transaction was eliminated in consolidation.
Interest incurred for 2002 and 2001 was approximately $2.4 million and
$1.6 million, respectively. The increase in interest incurred was primarily due
to an increase in borrowings associated with the purchase in September 2001 of a
tract of land known as Live Oak Preserve located in Hillsborough County,
Florida. The borrowings associated with the acquisition were fully repaid in
October 2002 as a result of the sale of all of the residential land in Live Oak
Preserve to a single homebuilder. During the 2002 period, capitalized interest
was approximately $1.9 million for interest costs incurred on real estate
inventory components. At the time of land sales, the related capitalized
interest is charged to cost of sales. Cost of sales of real estate for 2002
included previously capitalized interest of approximately $980,000. During 2001,
no capitalization of interest was recorded, as Core Communities had no project
under active development at that time.
The provision for income taxes for the years ended December 31, 2002 and
2001 included a reduction in the deferred tax asset valuation allowance and the
change in state tax valuation of approximately $1.9 million and $212,000,
respectively.
24
INVESTMENT IN BLUEGREEN RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2003
-------------------- AND 2002
2003 2002 CHANGE
-------- -------- --------
(in thousands)
Earnings from Bluegreen Corporation $ 7,433 4,570(a) 2,863
-------- -------- --------
Income before income taxes 7,433 4,570 2,863
Provision for income taxes 2,867 1,763 1,104
-------- -------- --------
NET INCOME $ 4,566 2,807 1,759
======== ======== ========
(a) Levitt Corporation acquired its interest in Bluegreen Corporation in April
2002
We currently own approximately 38% of the outstanding common stock of
Bluegreen Corporation. Under equity method accounting, we recognize our pro-rata
share of Bluegreen's net income or loss (net of purchase accounting adjustments)
as pre-tax earnings. Bluegreen has not paid dividends to its shareholders, and
our earnings therefore represent only our claim on the future distributions of
Bluegreen's earnings. Should Bluegreen's financial performance deteriorate, our
earnings in Bluegreen would deteriorate concurrently and our results of
operations would be adversely affected. Furthermore, a significant reduction in
Bluegreen's financial position might require that we test our investment in
Bluegreen for impairment, which could result in charges against our results of
operations. For a complete discussion of Bluegreen's results of operations and
financial position, we refer you to Bluegreen's Annual Report on Form 10-K for
the year ended December 31, 2003, as filed with the SEC and incorporated herein
by reference.
During April 2002, we acquired approximately 8.3 million shares of the
outstanding common stock of Bluegreen for an aggregate purchase price of
approximately $53.8 million. The investment in Bluegreen was recorded at cost
and the carrying amount of the investment is adjusted to recognize our interest
in the earnings or loss of Bluegreen after the acquisition date. The funds for
the investment in Bluegreen were obtained through $30 million of borrowings from
BankAtlantic Bancorp, an $18.6 million capital contribution from BankAtlantic
Bancorp and $5.2 million of working capital. Our carrying amount in the
Bluegreen investment was in the aggregate $4.2 million greater than our
ownership percentage in the underlying equity in the net assets of Bluegreen. Of
such amount, $4.1 million was allocated to goodwill, $1.6 million to deferred
taxes, and the balance of $1.7 million was assigned to various assets and
liabilities of Bluegreen, which will be amortized into the statement of
operations as an adjustment to income from equity method investment. On December
22, 2003, in connection with our spin-off from BankAtlantic Bancorp, we acquired
an additional 1.2 million shares of Bluegreen's common stock from BankAtlantic
Bancorp in exchange for a $5.5 million promissory note and additional shares of
our common stock (which were subsequently distributed in the spin-off).
For the Year Ended December 31, 2003 Compared to the Same 2002 Period
Bluegreen's reported net income for the year ended December 31, 2003 was
$25.8 million and, for the period of our ownership during 2002, income before
the cumulative effect of a change in accounting principle was $15.4 million. Our
ownership interest in Bluegreen's earnings during 2003 was approximately $7.4
million, as compared to $4.6 million for the period of our ownership in 2002.
Our interest in Bluegreen's earnings was reduced by $1.1 million in 2003 due to
the effects of purchase accounting adjustments, as compared with a reduction of
$353,000 during the period of our ownership from April to December 2002. The
purchase accounting adjustments for 2002 primarily related to Bluegreen's sale
of notes receivable which existed at the acquisition date. At the acquisition
date, the notes receivable were adjusted to reflect unrealized gain in our
carrying amount of the asset, and accordingly, when such gain was recorded by
Bluegreen, we recognized no gain. The purchase accounting adjustments for 2003
primarily related to Bluegreen's sale of retained interests in notes receivable
which existed at the acquisition date. As with the underlying notes receivable,
at the acquisition date the retained interests were adjusted to reflect
unrealized gain in our carrying amount of the asset, and, when such gain was
recorded by Bluegreen, we recognized no gain.
25
OTHER OPERATIONS RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, 2003 2002
---------------------------------- AND 2002 AND 2001
2003 2002 2001 CHANGE CHANGE
-------- -------- -------- -------- --------
(in thousands)
REVENUES
Sales of real estate $ 5,764 -- 3,922 5,764 (3,922)
COSTS AND EXPENSES
Cost of sales of real estate 6,021 1,601 5,562 4,420 (3,961)
Selling, general and administrative
expenses 4,767 3,392 1,803 1,375 1,589
Interest expense, net 9 (6) (1,022) 15 1,016
Other expenses 232 190 100 42 90
Minority interest 199 -- 400 199 (400)
-------- -------- -------- -------- --------
Total costs and expenses 11,228 5,177 6,843 6,051 (1,666)
-------- -------- -------- -------- --------
(5,464) (5,177) (2,921) (287) (2,256)
Earnings (loss) from joint ventures 3 (322) 122 325 (444)
Interest and other income 341 268 1,031 73 (763)
-------- -------- -------- -------- --------
Loss before income taxes (5,120) (5,231) (1,768) 111 (3,463)
Income tax benefit (1,975) (1,940) (799) (35) (1,141)
-------- -------- -------- -------- --------
NET INCOME $ (3,145) (3,291) (969) 146 (2,322)
======== ======== ======== ======== ========
Other operations consists of Levitt Commercial, investments in joint
ventures and other real estate interests and holding company operations.
For the Year Ended December 31, 2003 Compared to the Same 2002 Period
During the first quarter of 2003, Levitt Commercial commenced the delivery
of its flex warehouse units and the revenue and margin on the sales of its
inventory for the year ended December 31, 2003 was approximately $5.8 million
and $1.2 million, respectively. No sales of real estate were recognized by this
business segment in 2002. Cost of sales of real estate includes the amortization
of interest previously capitalized in this business segment. The amount of
previously capitalized interest amortized in cost of sales for 2003 and 2002 was
$1.5 million and $1.6 million, respectively.
Selling, general and administrative and other expenses in this segment
primarily relate to holding company operations and expenses incurred by Levitt
Commercial. Selling, general and administrative and other expenses increased to
$6.0 million during the year ended December 31, 2003 as compared to $1.6 million
for 2002. This increase was primarily associated with increases in employee
compensation and benefits relating to our expansion and costs related to our
public offering of investment notes.
Interest incurred was approximately $1.7 million and $1.6 million for the
year ended December 31, 2003 and 2002, respectively. The increase in interest
incurred is primarily associated with a $30.0 million loan from BankAtlantic
Bancorp in connection with the acquisition of Levitt Corporation's investment in
Bluegreen Corporation, which was outstanding for the entire twelve months of
2003 as compared with only nine months during 2002. Partially offsetting this
increase was a reduction in average interest rates for 2003 to approximately
4.1%, as compared to 5.3% for 2002. Interest capitalized for this business
segment totaled $1.7 million and $1.6 million for the year ended December 31,
2003 and 2002, respectively. Interest capitalized in this business segment
includes adjustments to reconcile the amount of interest eligible for
capitalization on a consolidated basis with the amounts capitalized in the other
business segments.
Minority interest for the 2003 period is associated with a joint venture's
margin from the sale of its flex warehouse units in which we have a majority
joint venture interest.
For the Year Ended December 31, 2002 Compared to the Same 2001 Period
During May 2001, our investment in a marine rental property in Miami,
Florida was sold for approximately $3.9 million, and we recognized a net gain on
this sale of approximately $680,000. We owned a 50% interest in the property and
26
were the sole general partner. Accordingly, the financial position and results
of operations of the partnership were consolidated for financial statement
purposes and the partner's equity position was disclosed as a minority interest.
Interest and other revenues primarily consisted of interest income from
interest on deposits at BankAtlantic and other financial institutions, interest
income on a loan to Core Communities (eliminated in consolidation) and rental
income. The decline in interest and other revenues was primarily associated with
decreases in:
- interest on a loan to Core Communities as a consequence of the
repayment of the loan in 2002;
- interest income resulting from lower average deposits balances and
yields; and
- rental income received through May 2001, which was not received in
2002 due to the sale of the marine manufacturing service and sales
facility.
Selling, general and administrative expenses increased during the year
ended December 31, 2002 as compared to the same 2001 period primarily due to an
increase in compensation and benefits associated with our expansion.
Interest incurred was approximately $1.6 million and $1.2 million for the
2002 and 2001 periods, respectively. The increase in interest incurred was
primarily due to an increase in borrowings associated with a $30.0 million loan
from BankAtlantic Bancorp for the acquisition of our investment in Bluegreen.
This increase in interest incurred was partially offset by a decrease in average
interest rates resulting from a reduction in the prime rate. During 2001, the
capitalized interest amount exceeded interest incurred for this segment because
this segment was able to utilize consolidated interest incurred but not
capitalized at other segments. At the time of property sales, the related
capitalized interest is charged to cost of sales. Cost of sales of real estate
for the years ended December 31, 2002 and 2001 included previously capitalized
interest of approximately $1.6 million and $2.3 million, respectively.
FINANCIAL CONDITION
Prior to August 2001, the Company was a subsidiary of BankAtlantic. While
the Company was a subsidiary of BankAtlantic, BankAtlantic was permitted to lend
money to the Company and its subsidiaries on terms consistent with those
available from unaffiliated third party lenders. In August 2001, BankAtlantic
transferred ownership of the Company to BankAtlantic Bancorp, and as a
consequence, the Company and its subsidiaries became "affiliates," rather than
subsidiaries, of BankAtlantic. As a consequence, BankAtlantic became subject to
different regulatory requirements with respect to us, including regulatory
restrictions on BankAtlantic's ability to provide us with additional financing
in the future. Notwithstanding the spin-off, we remain an affiliate of
BankAtlantic by virtue of BFC Financial Corporation's control, and accordingly,
BankAtlantic remains subject to restrictions on its ability to provide us with
additional financing. However, we believe that our current financial condition
and credit relationships, together with anticipated cash flows from operations
will provide for our current liquidity needs for the foreseeable future.
December 31, 2003 versus December 31, 2002
Our total assets at December 31, 2003 and December 31, 2002 were $392.7
million and $295.5 million, respectively. The increase in total assets primarily
resulted from:
- a net increase in cash and cash equivalents of $20.0 million, which
resulted from funds provided by operations and proceeds from
borrowings;
- an net increase in inventory of real estate of approximately $59.4
million resulting from land acquisitions in central Florida by
Levitt and Sons and Core Communities' acquisition of an additional
1,706-acre parcel in the Tradition project, as well as increases in
land development and construction costs. These increases in
inventory of real estate were partially offset by the sale of homes
and land sales;
- an increase of approximately $13.5 million in our investment in
Bluegreen Corporation. $8.4 million of this increase was associated
primarily with our equity in earnings and unrealized gains
associated with Bluegreen's other comprehensive income, and $5.1
million was associated with the receipt of 1.2 million shares of
Bluegreen stock from BankAtlantic Bancorp; and
- an increase in other assets associated with prepayment of
commissions and insurance.
The above increases in total assets were partially offset by a reduction
in the deferred tax asset of approximately $5.3 million which primarily resulted
from an increase in our deferred tax liability relating to our earnings from
Bluegreen.
27
Total liabilities at December 31, 2003 and December 31, 2002 were $267.2
million and $187.8 million, respectively.
The increase in total liabilities primarily resulted from:
- Additional borrowings of $21.7 million to fund land purchase, land
development and construction costs;
- The issuance of $13.5 million of notes to BankAtlantic Bancorp in
connection with the spin-off;
- A net increase in accounts payable and accrued liabilities of $21.2
million related primarily to increased construction and development
activity; and
- A net increase in customer deposits of $33.1 million for units under
contract at Levitt and Sons.
The above increases in total liabilities were partially offset by
reductions in development bonds payable and current income tax payable of $3.7
million and $2.4 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company's liquidity in terms of its ability to
generate cash to fund its operating and investing activities. Our primary
sources of funds for each of the years in the three year period ended December
31, 2003 were proceeds from the sale of real estate inventory, distributions
from real estate joint ventures, borrowings, proceeds from development bonds
payable and, in 2002, capital contributions from BankAtlantic Bancorp. These
funds were primarily utilized for development, construction and acquisition of
our real estate, to repay borrowings, to pay general and administrative
expenses, to invest in real estate joint ventures, and, in 2002, to invest in
Bluegreen.
We expect to meet our short-term liquidity requirements generally through
net cash provided by operations and existing cash balances. We expect to meet
our long-term liquidity requirements, such as acquisitions and debt service
obligations, primarily with net cash provided by operations, long-term secured
and unsecured indebtedness and future issuances of equity and debt securities,
including the proposed equity offering described below.
As a result of the spin-off, which is described in more detail below, we
will not receive any future cash capital contributions from BankAtlantic
Bancorp. Management believes that the other available sources identified above
will be adequate for our current needs, however additional sources of funding
will be required to fund desired growth. These may take the form of equity
offerings or the issuance of secured indebtedness or subordinated debt. As of
December 31, 2003, December 31, 2002 and December 31, 2001, we had cash and cash
equivalents of $36.0 million, $16.0 million and $23.6 million, respectively.
On February 23, 2004, we filed a registration statement on Form S-3 for a
proposed underwritten public offering of up to 5,750,000 shares of Class A
common stock. Copies of the prospectus relating to this offering may be obtained
by contacting: Corporate Communications, Levitt Corporation, P.O. Box 5403, Fort
Lauderdale, Florida 33310. The net proceeds of the offering, if completed, will
be used to repay approximately $13.9 million of indebtedness, to fund our
growth, both internally and through acquisitions, and for general corporate
purposes. We believe that this offering will improve our capital structure by
increasing our common equity capitalization relative to our current
indebtedness.
At December 31, 2003, our consolidated debt was approximately $174.1
million, including the $13.5 million of indebtedness incurred in connection with
our spin-off from BankAtlantic Bancorp.
Our anticipated debt payment obligations for the 12 months beginning
December 31, 2003 total $20.2 million. Our ability to meet our debt service and
other obligations, to refinance our indebtedness and to fund planned capital
expenditures will depend upon our future performance. Our business may not
generate sufficient cash flow from operations, and future borrowings may not be
available under our existing credit facilities or any other financing sources in
an amount sufficient to enable us to service our indebtedness or to fund our
other liquidity needs. We may need to refinance all or a portion of our debt on
or before maturity, which we may not be able to do on favorable terms or at all.
We have entered into various loan agreements which provide financing for
acquisition and site improvements and construction of residential units. As of
December 31, 2003, these loan agreements provided in the aggregate for advances,
subject to available collateral, on a revolving basis up to a maximum of $204.5
million, of which $120.0 million was outstanding. The loans are secured by
mortgages on properties, including improvements. Principal payments are required
as
28
sales of the collateral are consummated. Certain notes and mortgage notes
provide that events of default include a change in ownership, management or
executive management.
The Company borrowed $15 million from an unaffiliated financial
institution to finance the purchase of Levitt and Sons. The obligation is
secured by the Company's membership interest in Levitt and Sons. At December 31,
2003, $8.4 million was outstanding under this loan, and we intend to repay this
loan with the proceeds, if any, of the proposed equity offering described above.
At December 31, 2003, Levitt and Sons had a credit agreement with the same
non-affiliated financial institution to provide a working capital line of credit
of $10.0 million. The Company has guaranteed amounts outstanding under the line
of credit, but the guarantee is limited to a security interest evidenced by a
second priority lien on the Company's membership interest in Levitt and Sons. At
December 31, 2003, $1.0 million was outstanding under this line of credit. The
credit facility matures in September 2005, but is renewable at the lender's
discretion.
In April 2002, we received an $18.6 million capital contribution and
borrowed $30.0 million from BankAtlantic Bancorp. We utilized these funds,
together with $5.2 million of working capital, to purchase a 34.2% interest in
Bluegreen's common stock. The $30.0 million loan was due on demand and bore
interest, payable monthly at the prime rate minus 25 basis points, but this note
was modified in connection with the spin-off as described below.
On September 30, 2003, the SEC declared effective our Registration
Statement on Form S-1 for the public offering of up to $100 million of unsecured
subordinated investment notes. The investment notes are unsecured obligations of
Levitt Corporation and are subordinated to substantially all of our other
liabilities. The investment notes are not guaranteed by any of our subsidiaries
or any other entity. At December 31, 2003, Levitt Corporation had $52.8 million
of debt and other liabilities ranking senior in right of payment to the
investment notes. On a consolidated basis, we had $266.0 million of senior
indebtedness at December 31, 2003. Approximately $1.3 million of investment
notes were outstanding as of December 31, 2003. In late 2003, we ceased
advertising the offering of the investment notes, and in March 2004, the unsold
notes under the registration statement were deregistered. However, we currently
anticipate that during the next twelve months we may issue up to $100 million of
debt securities which may consist of investment notes, subordinated debt, senior
debt or other similar securities.
On December 31, 2003, BankAtlantic Bancorp completed the spin-off of the
Company. In connection with the spin-off, BankAtlantic Bancorp converted the
$30.0 million demand note to a five year term note with interest only payable
monthly initially at the prime rate and thereafter at the prime rate plus
increments of an additional 0.25% every six months beginning June 2004. In
connection with the spin-off, BankAtlantic Bancorp also transferred its 1.2
million shares in Bluegreen to the Company in exchange for a $5.5 million note
and additional shares of our common stock (which additional shares were
distributed in the spin-off). This note is due in one year, with interest and
principal payable monthly and bearing interest at the prime rate. We intend to
repay this loan with the proceeds, if any, of the proposed equity offering
described above. Additionally, prior to the spin-off, we declared an $8.0
million dividend to BankAtlantic Bancorp payable in the form of a note with the
same payment terms as the $30.0 million note described above. The restructuring
of the $30.0 million demand note and the incurrence of the additional
indebtedness in connection with the spin-off will result in an additional annual
interest expense of almost $600,000 based on interest rates at December 31,
2003. Additionally, it is anticipated that general and administrative expenses
will increase due to expenses associated with being a public company.
At December 31, 2003, 2002 and 2001, our total borrowings from
BankAtlantic, excluding joint ventures, were approximately $18.1 million, $27.5
million and $27.9 million, respectively. Our joint ventures' total borrowings
from BankAtlantic were $22.7 million, $24.9 million and $28.8 million at
December 31, 2003, 2002 and 2001, respectively. As an "affiliate" of
BankAtlantic, the amounts that BankAtlantic is permitted to lend to us are now
restricted by applicable Office of Thrift Supervision regulations, and
accordingly, financing may only be available from unaffiliated third party
lenders.
Some of our borrowings contain covenants that, among other things, require
us to maintain certain financial ratios and a minimum net worth. These covenants
may have the effect of limiting the amount of debt that we can incur in the
future and restricting the payment of dividends by us and our subsidiaries. At
December 31, 2003, we were in compliance with all loan agreement financial
covenants. Our financial covenants currently include:
- a requirement of a minimum tangible net worth of $55.6 million of
Levitt Corporation on a consolidated basis $32.0 million at Levitt
and Sons and $5.0 million at Levitt Commercial;
- unrestricted liquidity of Levitt Corporation of not less than $3.0
million; and
29
- a maximum debt to unaffiliated entities to tangible net worth ratio,
as defined, of 1.5 to 1.0 for Levitt Corporation and 3.0 to 1.0 for
Levitt and Sons.
We have provided guarantees on indebtedness of joint ventures accounted
for under the equity method of accounting. The guarantees were required of both
us and our joint venture partners to obtain financing for the joint ventures. We
and our joint venture partners would be required to perform on our guarantees if
the joint ventures default on the various loan agreements. At December 31, 2003
and December 31, 2002, we had guarantees on $22.4 million and $22.7 million,
respectively, of joint venture debt. Our management believes that, based on the
loans' collateral, no payments will be required under the guarantees.
In connection with the development of certain of our communities,
community development or improvement districts have been established. These
districts may utilize bond financing to fund construction or acquisition of
certain on-site and off-site infrastructure improvements that may be performed
by us near or at these communities. The obligation to pay principal and interest
on the bonds issued by the districts is assigned to each parcel within the
district and a priority assessment lien may be placed on benefited parcels to
provide security for the debt service. The bonds, including interest and
redemption premiums, if any, and the associated priority lien on the property
typically are payable, secured and satisfied by revenues, fees, or assessments
levied on the benefited property. We pay a portion of the revenues, fees, and
assessments levied by the districts on the properties we still own that are
benefited by the improvements. We may also agree to pay down a specified portion
of the bonds at the time of each unit or parcel closing.
In accordance with Emerging Issues Task Force Issue 91-10 ("EITF 91-10"),
Accounting for Special Assessments and Tax Increment Financing, we record a
liability, net of cash held by the districts available to offset the particular
bond obligation, for the estimated developer obligations that are fixed and
determinable and user fees that are required to be paid or transferred at the
time the parcel or unit is sold to an end user. We reduce this liability by the
corresponding assessment assumed by property purchasers and the amounts paid by
us at the time of closing and transfer of the property. Interest is calculated
and paid based upon the gross bond obligation.
During the fourth quarter of 2003, a development district for the
Tradition master-planned community issued $62.8 million of long-term assessment
bonds to refinance $28.9 million of bond anticipation notes that were previously
issued and outstanding and to provide financing for infrastructure development.
The development district assesses property owners to fund debt service and the
ultimate repayment of the bonds. We are assessed based on our pro-rata ownership
of the property in the district. At December 31, 2003, we owned approximately
95% of the property in the district. Our pro-rata share of the assessment
transfers to third party purchasers upon property sales. The assessments are
projected to be levied beginning in 2005. In accordance with EITF 91-10, we will
recognize an expense for our pro rata portion of assessments, based upon our
ownership of benefited property.
We are parties to various claims, legal actions and complaints arising in
the ordinary course of business. In the opinion of management, the disposition
of these matters will not have a material adverse effect on our financial
condition or results of operations. We are also subject to the usual obligations
associated with entering into contracts for the purchase, development and sale
of real estate in the ordinary course of its business.
At December 31, 2003, we had commitments to purchase properties for
development of $146.7 million, of which approximately $114.0 million is subject
to due diligence and satisfaction of certain requirements and conditions as well
as the obtaining of financing. The following table summarizes certain
information relating to outstanding purchase contracts.
Purchase Units/ Expected
Price Acres Closing
------------- ------------ ----------
Levitt and Sons $62.6 million 3,956 units 2004
Core Communities $80.6 million 4,456 acres 2004
Levitt Commercial $3.5 million 30 acres 2004
At December 31, 2003, cash deposits of approximately $3.5 million secured
our commitments under these contracts.
At December 31, 2003, our backlog of 2,053 homes and 1,433 acres under
contract had estimated sales values of approximately $458.8 million and $103.2
million, respectively. Our backlog is measured as homes subject to pending sales
contracts, some of which are subject to the buyer obtaining financing.
30
OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
In connection with the development of certain of our communities, we
establish community development districts to access bond financing for the
funding of infrastructure development and other projects within the community.
No liability is recorded for the repayment of principal and interest on the
bonds until the related assessments levied on the properties we own within the
district become fixed and determinable. As of December 31, 2003, a development
district in Tradition had $62.8 million of community development district bonds
outstanding for which no assessments had been levied. As of December 31, 2003,
we owned approximately 95% of the property in the district. See "Liquidity and
Capital Resources"
We have provided guarantees on $22.4 million of indebtedness for certain
of our joint ventures. Based on the loans' collateral we believe that it is not
reasonably likely that any payments will be required under these guarantees. See
"Liquidity and Capital Resources"
The following table summarizes our contractual obligations as of December
31, 2003 (in thousands):
PAYMENTS DUE BY PERIOD
---------------------------------------------------------
LESS THAN MORE THAN
CATEGORY TOTAL 1 YEAR 2 - 3 YEARS 4 - 5 YEARS 5 YEARS
- ----------------------------- -------- --------- ----------- ----------- ---------
Long-term debt obligations $174,093 13,172 69,573 89,567 1,781
Operating lease obligations 901 716 185 -- --
Purchase obligations 146,652 146,652 -- -- --
-------- ------- ------ ------ ------
Total Obligations $321,646 160,540 69,758 89,567 1,781
======== ======= ====== ====== ======
Long-term debt obligations consist of notes, mortgage notes and bonds
payable (see Notes 8 and 9 of our audited financial statements). Operating lease
obligations consist of rent commitments. Purchase obligations consist of
contracts to acquire real estate properties for development and sale; however,
our liability for not completing the purchase of any such property is generally
limited to the deposit we made under the relevant contract, none of which
exceeds $500,000 individually (see Note 12 of our audited financial
statements). See "Liquidity and Capital Resources"
RELATED PARTY TRANSACTIONS
Since 2002, we have utilized the services of Conrad & Scherer, a law firm
in which William R. Scherer, a member of our Board of Directors, is a member. We
paid fees aggregating $79,000 to this firm during the year ended December 31,
2003 and $364,000 during the year ended December 31, 2002.
Each of our executive officers separately receives compensation from our
affiliates for services rendered to those affiliates. Members of our Board of
Directors and certain of our executive officers also have banking relationships
with BankAtlantic. Such banking relationships are in the ordinary course of
BankAtlantic's business.
At December 31, 2003, 2002 and 2001, $14.7 million, $5.4 million, and $5.1
million, respectively, of cash and cash equivalents were held on deposit by
BankAtlantic. Interest on deposits held at BankAtlantic for each of the years
ended December 31, 2003, 2002 and 2001 was approximately $119,000, $84,000, and
$396,000, respectively. Additionally, at December 31, 2003, 2002 and 2001, $3.2
million, $2.9 million, and $3,700, respectively, of restricted cash was held on
deposit by BankAtlantic.
31
BFC and BankAtlantic each received management fees in connection with
providing general and administrative services to us. The amounts paid may not be
representative of the amounts that would be paid in an arms-length transaction.
The table below sets forth our management fees to related parties (in
thousands).
Year Ended December 31,
------------------------------------
2003 2002 2001
-------- -------- --------
BFC $ 213 170 80
BankAtlantic 20 20 20
-------- -------- --------
Total management fees $ 233 190 100
======== ======== ========
Until December 31, 2003, our employees participated in BankAtlantic's
defined contribution plan pursuant to Section 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code") for all employees who have completed three
months of service and have reached the age of 18. Our contributions to the plan
were at the discretion of BankAtlantic's Board of Directors. Included in our
Consolidated Statements of Operations for each of the years ended December 31,
2003, 2002 and 2001 was approximately $495,000, $344,000 and $198,000, of
expenses relating to the employer 401(k) contribution under the plan. At the
time of the spin-off, the Company formed its own defined contribution plan
pursuant to Section 401(k) of the Code.
In connection with the spin-off, we entered into a transitional services
agreement with BankAtlantic Bancorp under which BankAtlantic Bancorp will
provide us with certain human resources, risk management and investor and public
relations services and receive compensation for such services on a percentage of
cost basis. Additionally, we entered into an employee matters agreement
providing for the allocation of responsibility and liability between the Company
and BankAtlantic Bancorp with respect to the welfare and benefit plans for the
Company's employees after the spin-off.
The Company will be included in the consolidated federal income tax return
of BankAtlantic Bancorp in 2003. There is a tax sharing agreement among the
Company, BankAtlantic Bancorp and its subsidiaries to assure that (i) the
subsidiaries (including the Company) would not be required to contribute a share
of the consolidated tax liability for a year in an amount in excess of that
which they would have incurred for that particular year on the basis of a
separate income tax return, (ii) any permanent benefit accruing to the
affiliated group by reason of the filing of a consolidated return would be
enjoyed by the member to which the benefit is attributed or shall be otherwise
shared in proportion to the respective amounts of tax liability incurred on the
basis of separate returns for the year, and (iii) any tax benefit attributable
to the subsidiaries (including the Company) realized by reason of the
consolidated return for the year would be enjoyed by the subsidiaries (including
the Company) regardless of the possibility that the benefit of any tax credit or
deduction may not have been enjoyed under a separate income tax return.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is defined as the risk of loss arising from adverse changes in
market valuations that arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. We are subject to
interest rate risk on our long-term debt. At December 31, 2003, we had $170.6
million in borrowings with adjustable rates tied to the prime rate and/or the
London Interbank Offered Rate and $3.5 million in borrowings with fixed rates.
Consequently, for debt tied to an indexed rate, changes in interest rates may
affect our earnings and cash flows, but generally would not impact the fair
value of such debt. For fixed rate debt, changes in interest rates generally
affect the fair market value of the debt but not our earnings or cash flow.
32
The table below sets forth our debt obligations, principal cash flows by
scheduled maturity, weighted-average interest rates and estimated fair market
value as of December 31, 2003 (dollars in thousands):
FAIR MARKET
TWELVE MONTHS ENDED DECEMBER 31, VALUE AT
---------------------------------------------------------------------------- DECEMBER 31,
2004 2005 2006 2007 2008 THEREAFTER TOTAL 2003
-------- -------- -------- -------- -------- ---------- -------- -------------
FIXED RATE DEBTS:
Development bonds payable (a) $ -- -- -- -- -- 850 850 823
Average interest rate -- -- -- -- -- 5.88% 5.88%
Notes and mortgage payable (a) 88 290 351 950 28 931 2,638 2,701
Average interest rate 6.64% 6.63% 6.63% 6.49% 5.46% 5.10% 6.38%
VARIABLE RATE DEBTS:
Notes and mortgage payable (b) $ 13,084 56,551 12,381 48,604 39,985 -- 170,605 170,605
Average interest rate 4.28% 4.48% 4.90% 5.39% 6.10% -- 4.72%
TOTAL DEBT OBLIGATIONS $ 13,172 56,841 12,732 49,554 40,013 1,781 174,093 174,129
- ----------
(a) Fair value calculated based upon recent borrowings in same category of
debt.
(b) At December 31, 2003 our total borrowings from BankAtlantic and
BankAtlantic Bancorp were approximately $18.1 million and $43.5
million, respectively.
Based upon the amount of variable rate debt outstanding at December 31,
2003 and holding the variable rate debt balance constant, each one percentage
point increase in interest rates would increase the interest incurred by us by
approximately $1.7 million per year.
IMPACT OF INFLATION
The financial statements and related financial data and notes presented
herein have been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position and operating
results in terms of historical dollars without considering changes in the
relative purchasing power of money over time due to inflation.
Inflation could have a long-term impact on us by contributing to increased
costs of land, materials and labor, the net effect of which could require us to
increase the sales prices of homes. In addition, inflation is often accompanied
by higher interest rates which could have a negative impact on housing demand
and the costs of financing land development activities and housing construction.
Rising interest rates as well as increased materials and labor costs may reduce
margins. In recent years, the increases in these costs have followed the general
rate of inflation and hence have not had a significant adverse impact on us. In
addition, deflation can impact the value of real estate and make it difficult
for us to recover our land costs. Therefore, both inflation and deflation could
adversely impact our future results of operations.
33
NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
In December 2003, the FASB issued Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46R"), which replaces FIN
46. FIN 46R addresses how a business enterprise should evaluate whether it has a
controlling interest in an entity through means other than voting rights. This
interpretation requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or is entitled to receive a majority of
the entity's residual returns or both. The interpretation also requires
disclosures about variable interest entities that we are not required to
consolidate but in which we have a significant variable interest. We are
required to adopt FIN 46R by the end of the first reporting period ending after
March 15, 2004. We have completed our initial evaluation of FIN 46R, and
concluded that adoption of FIN 46R is not expected to have a material impact on
our results of operations or financial condition.
In May 2003, the FASB issued SFAS No. 150 ("Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity").
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances).
Many of those instruments were previously classified as equity. The Statement
also requires that mandatorily redeemable minority interests in finite-lived
entities be classified as liabilities and reported at settlement value. The FASB
has deferred those requirements related to mandatorily redeemable minority
interests until the issues are addressed in either Phase II of the FASB's
Liabilities and Equity project or Phase II of the FASB's Business Combinations
Project. We are currently classifying financial instruments within the scope of
this Statement in accordance with this Statement and management believes that
our minority interests in finite-lived entities are not significant. SFAS No.
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. Management does not believe that this
Statement will have a material impact on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Quantitative and Qualitative Disclosure About Market Risk"
34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
LEVITT CORPORATION
Report of Independent Certified Public Accountants ............................ 36
Independent Auditors' Report .................................................. 37
Consolidated Statements of Financial Condition ................................ 38
As of December 31, 2003 and 2002
Consolidated Statements of Operations ......................................... 39
For each of the years in the three year period ended December 31, 2003
Consolidated Statements of Shareholder's Equity and Comprehensive Income (Loss) 40
For each of the years in the three year period ended December 31, 2003
Consolidated Statements of Cash Flows ......................................... 41
For each of the years in the three year period ended December 31, 2003
Notes to Consolidated Financial Statements .................................... 43
BLUEGREEN CORPORATION
The financial statements of Bluegreen Corporation, which is considered a
significant subsidiary, are required to be included in this report. The
financial statements of Bluegreen Corporation are incorporated herein by
reference from Bluegreen's Annual Report on Form 10-K for the year ended
December 31, 2003, as filed with the SEC on March 29, 2004.
35
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Levitt Corporation:
In our opinion, based on our audits and the report of other auditors, the
accompanying consolidated statements of financial condition and the related
consolidated statements of operations, of shareholder's equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of Levitt Corporation and its subsidiaries at December 31, 2003 and
2002, and the results of their operations and their cash flows for each of the
two years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of Bluegreen Corporation,
an investment of the Company accounted for under the equity method (Note 6 to
the consolidated financial statements), for each of the two years in the period
ended December 31, 2003. Those statements were audited by other auditors whose
report thereon has been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Bluegreen Corporation, is
based solely on the report of the other auditors. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for our
opinion. The financial statements of the Company for the year ended December 31,
2001 were audited by other independent accountants whose report dated January
29, 2002 (except for Note 15 as to which the date is March 7, 2002) expressed an
unqualified opinion on those statements.
/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
March 29, 2004
36
INDEPENDENT AUDITORS' REPORT
The Board of Directors of Levitt Corporation
We have audited the accompanying consolidated statements of operations,
shareholder's equity and comprehensive income, and cash flows of Levitt
Corporation and subsidiaries for the year ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Levitt Corporation and subsidiaries for the year ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.
(signed) KPMG LLP
Fort Lauderdale, Florida
January 29, 2002, except for Note 16 as to which the date is March 7, 2002
37
LEVITT CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2003 AND 2002
(IN THOUSANDS EXCEPT SHARE DATA)
2003 2002
--------- ---------
ASSETS
Cash and cash equivalents $ 35,965 16,014
Restricted cash 3,384 2,988
Notes receivable 5,163 6,082
Inventory of real estate 257,556 198,126
Investments in real estate joint ventures 4,106 4,251
Investment in Bluegreen Corporation 70,852 57,332
Other assets 15,034 4,710
Deferred tax asset, net 654 5,958
--------- ---------
Total assets $ 392,714 295,461
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 92,121 36,897
Current income tax payable 1,024 3,432
Notes and mortgage notes payable 111,625 85,359
Notes and mortgage notes payable to affiliates 61,618 57,505
Development bonds payable 850 4,581
--------- ---------
Total liabilities 267,238 187,774
--------- ---------
Minority interest in consolidated joint venture 24 154
Shareholders' equity:
Preferred stock, $0.01 par value
Authorized: 5,000,000 shares and no shares
Issued and outstanding: no shares -- --
Common stock, $0.01 par value
Authorized: no shares and 10,000 shares
Issued and outstanding: no shares and 100 shares -- --
Common stock, Class A, $0.01 par value
Authorized: 50,000,000 shares and no shares
Issued and outstanding: 13,597,166 shares and no shares 136 --
Common stock, Class B, $0.01 par value
Authorized: 10,000,000 shares and no shares
Issued and outstanding: 1,219,031 shares and no shares 12 --
Additional paid-in capital 67,855 68,402
Retained earnings 57,020 39,537
Accumulated other comprehensive income (loss) 429 (406)
--------- ---------
Total shareholders' equity 125,452 107,533
--------- ---------
Total liabilities and shareholders' equity $ 392,714 295,461
========= =========
See accompanying notes to consolidated financial statements.
38
LEVITT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2003
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2003 2002 2001
-------- -------- --------
REVENUES:
Sales of real estate $283,058 207,808 143,140
Title and mortgage operations 2,466 1,595 1,106
-------- -------- --------
Total revenues 285,524 209,403 144,246
-------- -------- --------
COSTS AND EXPENSES:
Cost of sales of real estate 209,431 159,675 111,685
Selling, general and administrative expenses 41,794 30,359 26,031
Interest expense, net 233 389 180
Other expenses 1,838 1,311 930
Minority interest 86 -- 556
-------- -------- --------
Total costs and expenses 253,382 191,734 139,382
-------- -------- --------
32,142 17,669 4,864
Earnings from Bluegreen Corporation 7,433 4,570 --
Earnings from joint ventures 483 849 2,888
Interest and other income 3,162 2,678 3,888
-------- -------- --------
Income before income taxes 43,220 25,766 11,640
Provision for income taxes 16,400 6,254 4,118
-------- -------- --------
Net income $ 26,820 19,512 7,522
======== ======== ========
EARNINGS PER SHARE:
Basic earnings per share $ 1.81 1.32 0.51
======== ======== ========
Diluted earnings per share $ 1.77 1.30 0.51
======== ======== ========
Basic average number of shares outstanding 14,816 14,816 14,816
======== ======== ========
Diluted average number of shares outstanding 14,816 14,816 14,816
======== ======== ========
See accompanying notes to consolidated financial statements.
39
LEVITT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2003
(IN THOUSANDS)
ACCUMULATED
COMPRE- COMPRE-
HENSIVE CLASS A CLASS B ADDITIONAL HENSIVE
INCOME COMMON COMMON COMMON PAID-IN RETAINED INCOME
(LOSS) STOCK (a) STOCK (a) STOCK (a) CAPITAL EARNINGS (LOSS) TOTAL
-------- -------- -------- -------- ---------- -------- ------------ --------
BALANCE AT DECEMBER 31, 2000 -- -- -- 50,003 12,503 -- 62,506
Net income and
comprehensive income $ 7,522 -- -- -- -- 7,522 -- 7,522
======== -------- -------- -------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2001 -- -- -- 50,003 20,025 -- 70,028
Net income $ 19,512 -- -- -- -- 19,512 -- 19,512
Other comprehensive income
Pro-rata share of unrealized loss
recognized by Bluegreen on sale
of retained interests, net of tax (406) -- -- -- -- -- (406) (406)
--------
Comprehensive income $ 19,106
========
Capital contribution -- -- -- 18,618 -- -- 18,618
Issuance of Bluegreen Corporation
common stock, net of tax -- -- -- (219) -- -- (219)
-------- -------- -------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2002 $ -- -- -- 68,402 39,537 (406) 107,533
Issuance of Class A and Class B
Common Stock and retirement of
previous class of common stock (a) -- 136 12 (148) -- -- --
Net income $ 26,820 -- -- -- -- 26,820 -- 26,820
Other comprehensive income
Pro-rata share of unrealized gain
recognized by Bluegreen on sale
of retained interests, net of tax 835 -- -- -- -- -- 835 835
--------
Comprehensive income $ 27,655
========
Issuance of Bluegreen common
stock, net of tax -- -- -- (210) -- -- (210)
Stock issuance costs -- -- -- (150) -- -- (150)
Purchase and retirement of fractional
shares distributed in spin-off -- -- -- (39) -- -- (39)
Dividend declared in connection
with spin-off -- -- -- -- (8,000) -- (8,000)
Deemed distribution related to
transfer of 1.2 million shares of
Bluegreen from BankAtlantic
Bancorp -- -- -- -- (1,337) -- (1,337)
-------- -------- -------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2003 $ -- 136 12 67,855 57,020 429 125,452
======== ======== ======== ======== ======== ======== ========
(a) See Note 20 - Equity Transactions
See accompanying notes to consolidated financial statements.
40
LEVITT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2003
(IN THOUSANDS)
YEARS ENDED DECEMBER 31,
-----------------------------------
2003 2002 2001
--------- --------- ---------
OPERATING ACTIVITIES:
Net income $ 26,820 19,512 7,522
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 1,146 131 95
Minority interest expense 86 -- 556
Increase in deferred income taxes 4,005 2,666 2,243
(Earnings) from Bluegreen Corporation (7,433) (4,570) --
(Earnings) loss from joint ventures (483) (849) (2,888)
Gain on sale of real estate investment, net -- -- (680)
Write-off of debt offering costs 791 -- --
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash (396) (2,330) 6,399
(Increase) in inventory of real estate (59,430) (55,693) (32,043)
Decrease (increase) in notes receivable 919 150 (1,650)
(Increase) decrease in other assets (10,989) 2,186 (3,253)
Increase in accounts payable,
accrued expenses and other liabilities 52,777 6,205 6,984
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 7,813 (32,592) (16,715)
--------- --------- ---------
INVESTING ACTIVITIES:
Decrease in investment in real estate -- -- 3,737
Investment in real estate joint ventures (933) (1,244) (3,523)
Distributions from real estate joint ventures 1,561 6,214 6,131
Investment in Bluegreen Corporation -- (53,779) --
Other (451) (336) (193)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 177 (49,145) 6,152
--------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from notes and mortgage notes payable 134,016 104,417 56,067
Proceeds from notes and mortgage notes payable to affiliates 38,438 64,642 24,552
Repayment of notes and mortgage notes payable (107,750) (74,683) (41,488)
Repayment of notes and mortgage notes payable to affiliates (47,825) (35,007) (24,478)
Payments for debt offering costs (791) -- --
Payments for stock issue costs (150) -- --
Proceeds from development bonds payable -- 915 6,069
Repayment of development bonds payable (3,761) (4,985) (6,094)
Contributed capital from BankAtlantic Bancorp, Inc. -- 18,618 --
Change in minority interest in consolidated joint ventures (216) 243 (1,128)
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,961 74,160 13,500
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,951 (7,577) 2,937
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 16,014 23,591 20,654
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,965 16,014 23,591
========= ========= =========
(Continued on next page)
See accompanying notes to consolidated financial statements.
41
LEVITT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2003
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
2003 2002 2001
-------- -------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on borrowings, net of capitalized interest $ 261 (93) 114
Income taxes paid $ 14,861 5,127 2,752
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Change in stockholder's equity resulting from the change
in other comprehensive gain (loss), net of taxes $ 835 (406) --
Change in stockholder's equity from the net effect
of Bluegreen's capital transactions, net of taxes $ (210) (219) --
Decrease in retained earnings due to dividend declared and issuance of note
payable $ (8,000) -- --
Issuance of a note payable for $5.5 million and 200,916 shares of Class A Common
Stock and 18,015 shares of Class B common stock related to receipt of 1.2
million shares of Bluegreen Corporation common stock from BankAtlantic Bancorp $ (5,500) -- --
Purchase & retirement of treasury shares $ (39) -- --
Assumption of development bonds payable $ (1,190) -- (1,247)
Decrease in notes receivable from assumption of development bonds payable $ 1,190 -- 1,247
See accompanying notes to consolidated financial statements.
42
LEVITT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Levitt Corporation (the "Company") is the parent company to other entities
operating in the real estate development business. Prior to 2001, the Company
was a wholly owned subsidiary of BankAtlantic. In October 2001, BankAtlantic
transferred its direct ownership of the Company to BankAtlantic Bancorp, Inc.
("BankAtlantic Bancorp"). Effective January 1, 2002, Levitt Corporation
converted from a corporation to a limited liability company. On February 12,
2003, Levitt Corporation converted from a limited liability company to a
corporation through a merger with a wholly owned subsidiary.
The Company engages in real estate activities through Levitt and Sons, LLC
("Levitt and Sons"), Core Communities, LLC ("Core Communities"), Levitt
Commercial, LLC ("Levitt Commercial") and several investments in real estate
projects in Florida. The Company also acquired in April 2002 an equity
investment of 34.2% in Bluegreen Corporation ("Bluegreen"), a New York Stock
Exchange-listed company engaged in acquisition, development, marketing and sale
of primarily drive-to vacation ownership resorts, golf communities and
residential land. Levitt and Sons was acquired in December 1999 for
approximately $27.0 million. Levitt and Sons is a developer of single-family
home communities and condominiums in Florida. Core Communities owns the unsold
land and other entitlements of the master planned communities known as St. Lucie
West and Tradition in St. Lucie County, Florida. Levitt Commercial was formed in
2001 as a real estate development company specializing in the development and
management of industrial, commercial, and retail properties. The majority of the
Company's assets and activities are located in Florida. Changes in the economic
conditions in Florida would have an impact on the operations of the Company.
Spin-off
On April 3, 2003, BankAtlantic Bancorp's Board of Directors authorized
BankAtlantic Bancorp's management to pursue a spin-off of the Company. The
proposed spin-off was subject to receipt of a private letter ruling from the
Internal Revenue Service that the transaction would be tax free to holders of
BankAtlantic Bancorp stock and any required regulatory approvals.
In November 2003, BankAtlantic Bancorp received the private letter ruling
from the Internal Revenue Service, and on December 31, 2003, BankAtlantic
Bancorp completed the spin-off of Levitt Corporation by means of a pro rata
distribution to its shareholders of all of our issued and outstanding capital
stock. As a result of the spin-off, BankAtlantic Bancorp no longer owns any
shares of the Company's capital stock. However, BFC Financial Corporation,
holder of all of the issued and outstanding shares of BankAtlantic Bancorp's
Class B common stock and approximately 15.3% of the issued and outstanding
shares of BankAtlantic Bancorp's Class A common stock, now holds as a result of
the spin-off the same relative percentages of the Company's Class A and Class B
common stock, representing in the aggregate approximately 55% of the total
voting power of all of the Company's common stock.
In connection with the spin-off, a $30.0 million demand note owed to
BankAtlantic Bancorp was converted to a five year term note with interest only
payable monthly initially at the prime rate and thereafter at the prime rate
plus increments of an additional 0.25% every six months. Prior to the spin-off,
BankAtlantic Bancorp also transferred its 4.9% ownership interest in Bluegreen
to the Company in exchange for a $5.5 million note and additional shares of
common stock (which were included in the spin-off). This $5.5 million note is
due in one year, with principal and interest payable monthly and bearing
interest at the prime rate. Additionally, prior to the spin-off, the Company
declared an $8.0 million dividend to BankAtlantic Bancorp payable in the form of
a five year term note with the same payment terms as the $30.0 million note
described above.
Consolidation Policy
The accompanying consolidated financial statements include the accounts of
the Company, its majority owned subsidiaries, and its majority owned joint
ventures. All significant inter-company accounts, transactions and profits have
been eliminated in consolidation.
43
The Company uses the equity method for investments in unconsolidated
subsidiaries and unconsolidated joint ventures when the Company owns at least
20% of the voting stock or exercises significant influence over the operating
and financial policies but does not own a controlling interest. Under the equity
method, the Company's initial investment is recorded at cost and is subsequently
adjusted to recognize its share of earnings or losses. Distributions received
reduce the carrying amount of the investment. In the event of issuance of equity
interests by an unconsolidated entity to others, the Company recognizes the
impact in paid in capital.
Cash Equivalents
Cash equivalents include liquid investments with original maturities of
three months or less.
Restricted Cash
Cash and interest bearing deposits are segregated into restricted accounts
for specific uses in accordance with the terms of certain land sale contracts,
home sales and other arrangements. Restricted funds may only be utilized in
accordance with the terms of the applicable governing documents. The majority of
restricted funds are controlled by third-party escrow fiduciaries.
Inventory of Real Estate
Inventory of real estate includes land, land development costs, interest
and other construction costs and is stated at accumulated cost or, when
circumstances indicate that the inventory is impaired, at estimated fair value.
Estimated fair value is based on disposition of real estate in the normal course
of business under existing and anticipated market conditions. The evaluation
takes into consideration the current status of the property, various
restrictions, carrying costs, costs of disposition and any other circumstances,
which may affect fair value including management's plans for the property. Due
to the large acreage of certain land holdings, disposition in the normal course
of business is expected to extend over a number of years.
Land and indirect land development costs are accumulated by specific area
and allocated to various parcels or housing units using specific identification
and allocation based upon the relative sales value, unit or area methods. Direct
construction costs are assigned to housing units based on specific
identification. Construction costs primarily include direct construction costs
and capitalized field overhead. Other costs are comprised of tangible selling
costs, prepaid local government fees and capitalized real estate taxes. Tangible
selling costs are capitalized by communities and represent costs incurred that
are used directly throughout the selling period to aid in the sale of housing
units, such as model furnishings and decorations, sales office furnishings and
facilities, exhibits, displays and signage. These tangible selling costs are
capitalized and expensed to cost of sales of the benefited home sales. Start-up
costs and other selling expenses are expensed as incurred.
Capitalized Interest
Interest incurred relating to land under development and construction is
capitalized to real estate inventories during the active development period.
Interest is capitalized as a component of inventory at the effective rates paid
on borrowings during the pre-construction and planning stage and the periods
that projects are under development. Capitalization of interest is discontinued
if development ceases at a project. Interest is relieved to cost of sales as
related homes, land and units are sold.
44
The following table is a summary of interest incurred on notes and
mortgage notes payable and the amounts capitalized (in thousands):
For the year ended December 31,
----------------------------------
2003 2002 2001
-------- -------- --------
Interest expense to non-affiliates $ 5,661 5,751 4,123
Interest expense to BankAtlantic 1,083 1,335 2,103
Interest expense to BankAtlantic Bancorp 1,180 971 --
Interest capitalized (7,691) (7,668) (6,046)
-------- -------- --------
Interest expense, net $ 233 389 180
======== ======== ========
Interest included in cost of sales $ 6,425 6,174 4,820
======== ======== ========
Revenue Recognition
Revenue and all related costs and expenses from house and land sales are
recognized at the time that closing has occurred, when title and possession of
the property and risks and rewards of ownership transfer to the buyer and other
sale and profit recognition criteria are satisfied as required under accounting
principles generally accepted in the United States of America for real estate
transactions.
Title and mortgage operations include agency and other fees received for
processing of title insurance policies and mortgage loans. Revenues from title
and mortgage operations are recognized when the transfer of the corresponding
property or mortgages to third parties has been consummated.
Other revenues consist primarily of developers fees earned from real
estate joint ventures as homes are delivered, interest income, forfeited
deposits and other miscellaneous income.
Goodwill
In 2002, in connection with the acquisition of Bluegreen common stock,
approximately $4.1 million in goodwill was recognized. Goodwill for equity
method investments is tested when a decline in the fair value of the related
investment is determined to be other than a temporary decline.
Income Taxes
Through December 31, 2003, the Company was included in BankAtlantic
Bancorp's consolidated federal income tax return. The Company and BankAtlantic
Bancorp are parties to a tax sharing agreement with respect to the Federal
income tax liability of the consolidated group. The tax sharing agreement
provides that the consolidated tax liability for a given year is allocated among
the members of the consolidated group in proportion to the taxable income or
loss of each member. Income tax expense is calculated on a separate return
method that allocates current and deferred taxes to members of BankAtlantic
Bancorp's consolidated group to each member as if it were a separate taxpayer.
Current taxes are payable to or receivable from BankAtlantic Bancorp. The
Company receives current tax benefits from BankAtlantic Bancorp when the tax
benefits are utilized in the consolidated return. The Company utilizes the asset
and liability method to account for income taxes. Under the asset and liability
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be reversed. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in the period that includes
the statutory enactment date. A deferred tax asset valuation allowance is
recorded when it is more likely than not that all or a portion of the deferred
tax asset will not be realized. Commencing in 2004, the Company will file its
federal tax return separately from BankAtlantic Bancorp.
Minority Interest in Equity of Consolidated Joint Ventures
Minority interest reflects third parties' ownership interest in ventures
that the Company controls. The carrying value of minority interest approximates
fair value.
45
Earnings Per Share
On December 22, 2003 the Company filed Amended Articles of Incorporation
with the State of Florida which provided for, among other things, the
recapitalization of the Company's common stock into Class A and Class B common
stock. The Company's sole shareholder, BankAtlantic Bancorp, received all
13,597,166 issued and outstanding shares of Class A common stock and all
1,219,031 issued and outstanding shares of Class B common stock as part of the
recapitalization. On December 31, 2003, BankAtlantic Bancorp distributed all
14,816,197 issued and outstanding shares of Class A and Class B common stock to
its shareholders to effect the spin-off of the Company from BankAtlantic
Bancorp. Earnings per share for all periods presented herein reflect the
recapitalization of the Company's common stock. (See Note 20. Equity
Transactions.)
While the Company has two classes of common stock outstanding, the
two-class method is not presented because the Company's capital structure does
not provide for different dividend rates or other preferences, other than voting
rights, between the two classes. Basic earnings per share excludes dilution and
is computed by dividing net income by the weighted average number of common
shares outstanding for the period. Diluted earnings per share takes into account
the potential dilution from securities issued by an equity method investee that
enable their holders to obtain the investee's common stock. The resulting net
income amount is divided by the weighted average number of dilutive common
shares outstanding, when dilutive.
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
significantly from those estimates. Material estimates are utilized in the
valuation of real estate, estimates of future improvement costs, capitalization
of costs, provision for litigation, the valuation of investments, the valuation
of the fair market value of assets and liabilities acquired when applying the
purchase method of accounting and the amount of the deferred tax asset valuation
allowance.
New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
In December 2003, the FASB issued Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46R"), which replaces FIN
46. FIN 46R addresses how a business enterprise should evaluate whether it has a
controlling interest in an entity through means other than voting rights. This
interpretation requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or is entitled to receive a majority of
the entity's residual returns or both. The interpretation also requires
disclosures about variable interest entities that the Company is not required to
consolidate but in which it has a significant variable interest. The Company is
required to adopt FIN 46R by the end of the first reporting period ending after
March 15, 2004. Management has completed its initial evaluation of FIN 46R, and
concluded that adoption of FIN 46R is not expected to have a material impact on
the Company's results of operations or financial condition.
In May 2003, the FASB issued SFAS No. 150 ("Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity").
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances).
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. Management does not believe that
this Statement will have a material impact on the Company's financial
statements.
2. NOTES RECEIVABLE
Notes receivable represent purchase money notes due from third parties
resulting from various land sales at Core Communities. The weighted average
interest rate of the notes outstanding was 4.59% as of December 31, 2003 and the
notes are due in March 2012.
46
3. INVENTORY OF REAL ESTATE
At December 31, 2003 and 2002, inventory of real estate is summarized as
follows (in thousands):
DECEMBER 31,
-------------------
2003 2002
-------- --------
Land and land development costs $174,142 161,826
Construction cost 67,895 23,412
Other costs 15,519 12,888
-------- --------
$257,556 198,126
======== ========
4. INVESTMENTS IN JOINT VENTURES
Following is a description of joint ventures which the Company accounts
for under the equity method:
Brittany Bay at Andros Isle - A single-family residential development
consisting of 222 units located in West Palm Beach, Florida. The Company owns a
39.9% limited partnership interest and a 0.1% general partner interest in this
venture.
Fairways at Grand Harbor - A multi-family residential development of 257
luxury rental apartments located in Vero Beach, Florida. The Company owns a
44.5% limited partnership interest and a 0.5% general partner interest in this
venture. The remaining partnership interests are held by unaffiliated third
parties. The rental apartment property was sold to an unaffiliated third party
in January 2004, however the partnership continues to provide rental management
services at neighboring Grand Harbor.
Fountains at St. Lucie West - A multi-family residential development
consisting of 300 luxury rental apartments in St. Lucie West, Florida. The
Company owned a 49.5% limited partnership interest and a 0.5% general partner
interest in this venture. This project was sold during 2001.
Cascade Lakes - A single-family residential development consisting of 600
homes located in Boynton Beach, Florida. The Company owned a 49.999% limited
partnership interest and a 0.001% general partner interest in this venture. At
December 31, 2002, this development was completed and all homes delivered.
Third Street Partners - A multi-family residential development on 2.4
acres consisting of 164 condominium units, 20,000 square feet of retail space
and a separate parking garage structure. The property was acquired in December
2000, and the Company owns a 47.4% limited partnership interest and a 0.1%
general partnership interest. At December 31, 2003, 18 units had been delivered.
Preserve at Melbourne - A multi-family residential development of 93 acres
acquired for the future development of approximately 298 apartment units in 23
buildings located in Melbourne, Florida. The property was acquired in October
2002 and the Company owns a 50% membership interest in the acquired land and a
20% membership interest in costs related to the further development of the
project.
47
The Condensed Combined Balance Sheets and Statements of Operations for the
joint ventures accounted for using the equity method are as follows (unaudited):
Condensed Combined Balance Sheets
December 31, 2003 and 2002
(In thousands)
December 31,
-------------------
2003 2002
-------- --------
Real estate assets $ 57,402 46,456
Other assets 5,931 4,237
-------- --------
Total assets $ 63,333 50,693
======== ========
Mortgage notes payable to BankAtlantic $ 22,726 24,873
Mortgage notes payable non-affiliates 25,628 11,263
Other liabilities 6,879 6,699
-------- --------
Total liabilities 55,233 42,835
-------- --------
Partners' capital 8,100 7,858
-------- --------
Total liabilities and partners' capital $ 63,333 50,693
======== ========
Condensed Combined Statements of Operations
(In thousands)
Year Ended December 31,
------------------------------
2003 2002 2001
-------- -------- --------
Revenues $ 18,893 43,924 79,655
Cost and expenses 18,332 41,962 74,617
-------- -------- --------
Net income $ 561 1,962 5,038
======== ======== ========
Company's share of net income $ 483 849 2,888
======== ======== ========
Levitt Corporation has provided guarantees on indebtedness to joint
ventures accounted for under the equity method of accounting. The guarantees
arose in order to obtain joint venture financing. Levitt Corporation and its
joint venture partners would have to perform on their guarantees if the joint
ventures were to default on the main loan agreements. At December 31, 2003,
Levitt Corporation had guarantees on $22.4 million of joint venture debt.
Included in these guarantees were $21.1 million of loans from BankAtlantic. All
guarantees were entered into prior to December 31, 2002. Levitt Corporation's
management believes that based on the value of the collateral pledged to support
the loans, no payments will be required under the guarantees. The other joint
venture partners are also guarantors to the joint venture debt and any payments
associated with the guarantees in excess of the Company's ratable obligation may
be recovered from these third parties.
For the years ended December 31, 2003, 2002 and 2001, interest paid to
BankAtlantic by the Company's unconsolidated joint ventures was approximately
$1.6 million, $2.2 million and $2.7 million, respectively.
The Company made contributions to the Brittany Bay joint venture in excess
of its proportionate ownership interest. The partnership agreement provides for
the Company to receive preferential income and cash distributions until the
Company's invested capital is proportionate to its ownership interest.
5. INVESTMENT IN REAL ESTATE
During May 2001, a marine rental property was sold for approximately $3.9
million and a net gain on the sale of approximately $680,000 was recognized. The
Company owned a 50% interest in the property which was consolidated.
48
6. INVESTMENT IN BLUEGREEN CORPORATION
During April 2002, Levitt Corporation acquired approximately 34.2% of the
outstanding shares of Bluegreen. This interest in Bluegreen was acquired for an
aggregate purchase price of approximately $53.8 million. The funds for the
investment in Bluegreen were obtained from $30 million of borrowings from
BankAtlantic Bancorp, $18.6 million from BankAtlantic Bancorp's capital
contribution and $5.2 million from the Company's working capital. The purchase
price was in the aggregate $4.2 million greater than the equity in the
underlying net assets of Bluegreen. The amount attributed to goodwill is
evaluated for impairment in accordance with SFAS No. 142, "Goodwill and Other
Intangible Assets." The amount attributed to various other assets and
liabilities will be amortized into the statement of operations as an adjustment
to income from equity method investment and any related deferred taxes will be
adjusted accordingly. The cost of the investment in Bluegreen is adjusted to
recognize the Company's interest in the earnings or losses of Bluegreen after
the acquisition date.
The difference between the Company's percentage ownership in Bluegreen
Corporation multiplied by its earnings and the amount of the Company's equity in
earnings of Bluegreen Corporation as reflected on the Company's financial
statements relates to amortization or accretion of purchase accounting
adjustments made at the time of the acquisition of the Company's interest in
Bluegreen Corporation. One of these purchase accounting adjustments related to
deferred telemarketing costs. Such costs at the time of the Company's
acquisition were being capitalized by Bluegreen Corporation rather than expensed
as incurred. Levitt Corporation did not ascribe any value to the deferred
telemarketing costs in its purchase price allocation. Subsequently, Bluegreen
Corporation changed its method of accounting for these costs and now expenses
these costs as incurred.
Based on a comparison of Bluegreen's historical cost bases of assets and
liabilities to their corresponding estimated fair values, the excess purchase
price was attributed to the following (in thousands):
Goodwill $ 4,100
Deferred taxes (1,600)
Various assets and liabilities (net) 1,700
-------
$ 4,200
=======
49
A condensed balance sheet and condensed statement of income are as follows
(unaudited):
Condensed Consolidated Balance Sheet
(In thousands)
December 31,
-------------------
2003 2002
-------- --------
Total assets $570,406 433,992
======== ========
Total liabilities 378,878 272,459
Minority interest 4,648 3,250
Total shareholders' equity 186,880 158,283
-------- --------
Total liabilities and shareholders' equity $570,406 433,992
======== ========
Condensed Consolidated Statements of Income
(In thousands)
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
2003 2002 2002
------------ ------------ ------------
Revenues $ 438,454 271,973 287,825
Cost and expenses 393,129 247,302 268,343
Provision for income taxes 16,168 8,479 7,345
Minority interest 3,330 816 405
------------ ------------ ------------
Income before cumulative effect of a change in
accounting principle 25,827 15,376 11,732
Cumulative effect of a change in accounting
principle, net of income taxes and minority interest -- (5,579) --
------------ ------------ ------------
Net income $ 25,827 9,797 11,732
============ ============ ============
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at December 31, 2003 and 2002 are
summarized as follows (in thousands):
December 31,
-------------------
2003 2002
-------- --------
Trade and retention payables $ 26,111 7,721
Accrued construction obligations 3,502 2,663
Customer deposits 52,134 18,187
Accrued litigation reserve (Note 16) 2,519 2,330
Other accrued liabilities 7,855 5,996
-------- --------
$ 92,121 36,897
======== ========
50
8. NOTES AND MORTGAGE NOTES PAYABLE
Notes payable at December 31, 2003 and 2002 consist of the following
(dollars in thousands):
Issue December 31, Interest Maturity
-------------------------
Date 2003 2002 Rate Date
----------- ----------- ----------- -------------------- --------------------
LEVITT AND SONS
From Prime less
0.25% to Prime plus Range from August
Mortgage notes payable (a) Various 83,346 54,887 0.75% with interest 2005 to March 2008
rate floors to 5.50%
Mortgage notes payable due to Range from
BankAtlantic (a) Various 18,118 27,505 From Prime to LIBOR September 2005 to
+ 2.70% November 2005
Line of credit (b) March 2002 1,000 3,500 Prime + 1.00% September 2005
---------- ---------
102,464 85,892
---------- ---------
CORE COMMUNITIES
Land acquisition mortgage note
(c) May 2002 12,995 12,995 Libor + 2.1% Jun-06
Construction Mortgage Note April 2003 988 -- From 5.1% Fixed to Feb 2024
U.S. Treas + 3.25%
At December 31,
2001, maturities
range from
Notes payable (c) Various -- -- From 7.00% fixed to January 2021 to
8.50% fixed August 2022
Unsecured obligation March 1987 312 378 7.00% Fixed March 2007
Equipment loan payables Various 29 68 From 5.99% fixed to Range from Jul
8.50% fixed 2004 to April 2007
At December 31,
2002, maturity
Line of credit Sep 2001 -- 112 LIBOR + 2.75% date was
September 2003.
Closed during
March 2003.
---------- ---------
14,324 13,553
---------- ---------
LEVITT COMMERCIAL
Land acquisition and Maturities range
construction mortgage notes 3,246 2,919 from Nov 2004 to
payable Various LIBOR + 3.00% Feb 2006
---------- ---------
3,246 2,919
---------- ---------
LEVITT CORPORATION
Demand promissory note due to April 2002 -- 30,000 Prime less 0.25% On Demand
BankAtlantic Bancorp
Promissory note due to Prime + 1/4%
BankAtlantic Bancorp Dec 2003 30,000 -- escalation every 6 Dec 2008
months
Promissory note due to Prime + 1/4%
BankAtlantic Bancorp Dec 2003 8,000 -- escalation every 6 Dec 2008
months
Promissory note due to Dec 2003 5,500 -- Prime Dec 2004
BankAtlantic Bancorp
Acquisition note payable Sep 2000 8,400 10,500 Prime + 0.50% September 2005
Maturities range
Subordinated Investment Notes Various 1,309 -- Fixed Interest Rate from Oct 2005 to
from 6.5% to 8.75% Dec 2007
---------- ---------
53,209 40,500
---------- ---------
TOTAL NOTES AND MORTGAGE
NOTES PAYABLE (D) $ 173,243 $ 142,864
========== =========
51
(a) Levitt and Sons has entered into various loan agreements to provide
financing for the acquisition, site improvements and construction of
residential units. As of December 31, 2003 and 2002, these loan agreements
provided for advances on a revolving loan basis up to a maximum
outstanding balance of $167.7 million and $145.2 million, respectively.
The loans are secured by mortgages on respective properties including
improvements. Notes and mortgage notes payable were collateralized by
inventory of real estate with net carrying values aggregating $183.3
million and $119.1 million, at December 31, 2003 and 2002, respectively.
Certain mortgage notes contain provisions for accelerating the payment of
principal as individual homes are sold by Levitt and Sons. Certain notes
and mortgage notes provide that events of default may include a change in
ownership, management or executive management.
(b) Levitt and Sons has a credit agreement with a non-affiliated financial
institution to provide a $10.0 million line of credit. At December 31,
2003, Levitt and Sons had available credit of approximately $9.0 million
and had $1.0 million outstanding. The credit facility currently matures
September 2005. On or before June 30th of each calendar year, the
financial institution may at its sole discretion offer the option to
extend the term of the loan for a one-year period. The Company has
guaranteed amounts outstanding under the line of credit, but the guarantee
is limited to a security interest evidenced by a second priority lien upon
the Company's equity interest in Levitt and Sons.
(c) Core Communities notes and mortgage notes payable are collateralized by
inventory of real estate with net carrying values aggregating $17.4
million and $23.9 million at December 31, 2003 and December 31, 2002,
respectively.
(d) At December 31, 2003, 2002 and 2001 the Prime Rate as reported by the Wall
Street Journal was 4.00%, 4.25% and 4.75%, respectively, and the
three-month LIBOR Rate was 1.15%, 1.38% and 1.88%, respectively.
Some of the Company's borrowings contain covenants that, among other
things, require it to maintain financial ratios and a minimum net worth. These
covenants may have the effect of limiting the amount of debt that the Company
can incur in the future and restricting the payment of dividends from
subsidiaries to the Company. At December 31, 2003, the Company was in compliance
with all loan agreement financial covenants.
At December 31, 2003, the minimum aggregate required principal payment of
the above indebtedness in each of the next five years is approximately as
follows (in thousands):
December 31,
2003
------------
Year ended December 31, 2004 $ 13,172
Year ended December 31, 2005 56,842
Year ended December 31, 2006 12,731
Year ended December 31, 2007 49,554
Year ended December 31, 2008 40,012
Thereafter 932
------------
$ 173,243
============
52
9. DEVELOPMENT BONDS PAYABLE
In connection with the development of certain of our communities,
community development or improvement districts have been established and may
utilize bond financing to fund construction or acquisition of certain on-site
and off-site infrastructure improvements performed by the Company near or at
these communities. The obligation to pay principal and interest on the bonds
issued by the districts is assigned to each parcel within the district and a
priority assessment lien may be placed on benefited parcels to provide security
for the debt service. The bonds, including interest and redemption premiums, if
any, and the associated priority lien on the property are typically payable,
secured and satisfied by revenues, fees, or assessments levied on the property
benefited. The Company pays a portion of the revenues, fees, and assessments
levied by the districts on the properties the Company still owns that are
benefited by the improvements. The Company may also agree to pay down a
specified portion of the bonds at the time of each unit or parcel closing.
In accordance with Emerging Issues Task Force Issue 91-10 ("EITF 91-10"),
Accounting for Special Assessments and Tax Increment Financing, the Company
records a liability, net of cash held by the districts available to offset the
particular bond obligation, for the estimated developer obligations that are
fixed and determinable and user fees that are required to be paid or transferred
at the time the parcel or unit is sold to an end user. The Company reduces this
liability by the corresponding assessment assumed by property purchasers and the
amounts paid by the Company at the time of closing and transfer of the property.
Interest is calculated and paid based upon the gross bond obligation.
Development bonds payable at December 31, 2003 and 2002 are summarized as
follows (dollars in thousands):
Issue December 31, Interest Maturity
----------------------
Date 2003 2002 Rate Date
---------------------- ---------- ---------- --------------- --------------
Capital improvement Range from May 1999 to $ 850 4,581 From 5.875% Range from
revenue bonds November 2000 fixed to 6.50% October 2004
fixed to May 2009
---------- ---------
$ 850 4,581
========== =========
At December 31, 2003, the aggregate required principal payment of the
above indebtedness is due subsequent to December 31, 2007
During the fourth quarter of 2003, a development district for the
Tradition master-planned community issued $62.8 million of long-term assessment
bonds to refinance $28.9 million of previously issued and outstanding bond
anticipation notes and to provide financing for Phase I infrastructure
development. The development district assesses property owners to fund debt
service and the ultimate repayment of the bonds. The Company is assessed based
on its pro-rata ownership of the property in the district. The Company's
pro-rata share of the assessment transfers to third party purchasers upon
property sales. The assessments are projected to be levied beginning in 2005. In
accordance with EITF 91-10, the Company will recognize an expense for it's pro
rata portion of assessments, based upon its ownership of benefited property.
Utility Revenue Refunding Bonds and Water Management Benefit Tax Bonds
The Utility Revenue Refunding Bonds and Water Management Benefit Tax Bonds
are other bonds of the development district that are not recorded on the books
of the Company. As an owner of property within the development district, the
Company is responsible for the payment of its pro rata share of tax assessments
regarding the water management benefit tax bonds, only until land parcels are
sold. The Company recognized a tax assessment expense, based upon its pro rata
share of taxes and assessments of approximately $444,000, $544,000 and $1.1
million for the years ended December 31, 2003, 2002 and 2001, respectively. This
expense is included in selling, general and administrative expenses on the
accompanying consolidated statement of operations.
53
10. EMPLOYEE BENEFIT PLANS
401(k) Plan
Through December 31, 2003, the Company's employees participated in
BankAtlantic's defined contribution plan, pursuant to Section 401(k) of the
Internal Revenue Code for all employees who have completed three months of
service and have reached the age of 18. The Company's contributions to the plan
were at the discretion of BankAtlantic's Board of Directors. Included in the
Company's Consolidated Statements of Operations for each of the years ended
December 31, 2003, 2002 and 2001 was approximately $495,000, $344,000, and
$198,000 of expenses relating to the employer 401(k) contribution under the
plan.
Stock Incentive Plan
On December 15, 2003, the Company's board of directors approved the 2003
Levitt Corporation Stock Incentive Plan ("Plan"); in connection therewith, the
board of directors reserved 1,500,000 shares of the Company's Class A common
stock for issuance under the Plan and directed the officers of the Company to
file on Form S-8 a registration statement of, among other interests, the shares
of the Company's Class A common stock issuable under the Plan. On December 18,
2003, BankAtlantic Bancorp, Inc., the Company's sole shareholder at such time,
approved the terms and conditions of the Plan. Under the terms of the Plan, the
compensation committee of the board of directors is authorized to grant
incentive stock options or restricted stock to officers, directors, and persons
employed by or otherwise providing services to the Company or any parent or
subsidiary of the Company. On January 2, 2004, the compensation committee
granted options for the issuance of 674,250 shares of Class A common stock.
11. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Alan B. Levan, Chairman of the Board of the Company, also serves as
Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp and
BankAtlantic. Alan B. Levan is also Chairman of the Board of Bluegreen
Corporation and of BFC Financial Corporation, the parent company of both
BankAtlantic Bancorp and the Company ("BFC").
John E. Abdo, Vice Chairman of the Board and President of the Company,
also serves as Vice Chairman of the Board of BankAtlantic Bancorp and
BankAtlantic. John E. Abdo is also Vice Chairman of the Board of Bluegreen
Corporation and of BFC.
Glen R. Gilbert, Executive Vice President, Chief Financial Officer and
Secretary of the Company, also serves as Executive Vice President, Chief
Financial Officer and Secretary of BFC.
Since 2002, the Company has utilized certain services of Conrad & Scherer,
a law firm in which William R. Scherer, a member of the Company's Board of
Directors, is a member. The Company paid fees aggregating $79,000 and $364,000
to this firm during the years ended December 31, 2003 and 2002, respectively.
Each of the Company's executive officers separately receives compensation
from affiliates of the Company for services rendered to those affiliates.
Members of the Company's Board of Directors and executive officers also have
banking relationships with BankAtlantic. Such banking relationships are in the
ordinary course of BankAtlantic's business.
In October 2001, BankAtlantic transferred its direct ownership of Levitt
Corporation to BankAtlantic Bancorp. As a consequence of the transfer, Levitt
Corporation became a wholly owned subsidiary of BankAtlantic Bancorp.
At December 31, 2003 and 2002, $14.7 million and $5.4 million,
respectively, of cash and cash equivalents were held on deposit by BankAtlantic.
Interest on deposits held at BankAtlantic for each of the years ended December
31, 2003, 2002 and 2001 was approximately $119,000, $84,000, and $396,000,
respectively. Additionally, at December 31, 2003 and 2002, $3.2 million and $2.9
million, respectively, of restricted cash was held on deposit by BankAtlantic.
BankAtlantic and BFC each received management fees in connection with
providing general and administrative services to the Company. The amounts paid
may not be representative of the amounts that would be paid in an arms-length
transaction. The table below sets forth the management fees paid to related
parties (in thousands).
54
Year Ended December 31,
------------------------------
2003 2002 2001
-------- -------- --------
(In thousands)
BFC $ 213 170 80
BankAtlantic 20 20 20
-------- -------- --------
Total management fees $ 233 190 100
======== ======== ========
12. COMMITMENTS AND CONTINGENCIES
The Company is a party to various claims, legal actions and complaints
arising in the ordinary course of business. Management believes it has
meritorious defenses in these matters. However, in the opinion of management,
the disposition of these matters, even if adverse to the Company, would not have
a material adverse effect on the Company's financial condition or results of
operations. The Company is subject to the usual obligations associated with
entering into contracts for the purchase, development and sale of real estate in
the routine conduct of its business.
The Company is obligated to fund homeowner association operating deficits
incurred by its communities under development. This obligation ends upon
turnover of the association to the residents of the community.
The Company's rent expense for the years ended December 31, 2003, 2002 and
2001 was $875,000, $435,000 and $367,000, respectively. At December 31, 2003,
Levitt and Sons is committed under long-term leases expiring at various dates
through January 2006. Core Communities is committed under a lease for office
space expiring on August 31, 2004. Approximate minimum future rentals due are as
follows (in thousands):
Year ended December 31, 2004 $715,617
Year ended December 31, 2005 149,314
Year ended December 31, 2006 36,000
--------
$900,931
========
The Company is subject to obligations associated with entering into
contracts for the purchase, development and sale of real estate in the routine
conduct of its business. At December 31, 2003, the Company had commitments to
purchase properties for development of $146.7 million, of which approximately
$114.0 million is subject to due diligence and satisfaction of certain
requirements and conditions, as well as the obtaining of financing. The
following table summarizes certain information relating to outstanding purchase
contracts (unaudited):
Purchase Units/ Expected
Price Acres Closing
------------- ------------ ---------
Levitt and Sons $62.6 million 3,956 units 2004
Core Communities $80.6 million 4,456 acres 2004
Levitt Commercial $ 3.5 million 30 acres 2004
At December 31, 2003, cash deposits of approximately $3.5 million secured
the Company's commitments under these contracts.
13. INCOME TAXES
The Company is included in the consolidated federal income tax return of
BankAtlantic Bancorp. Through December 31, 2003, there was a tax sharing
agreement among BankAtlantic Bancorp and its subsidiaries, including the
Company, to assure that (i) the subsidiaries will not be required to contribute
a share of the consolidated tax liability for a year in an amount in excess of
that which they would have incurred for that particular year on the basis of a
separate income tax return, (ii) any permanent benefit accruing to the
affiliated group by reason of the filing of a consolidated return shall be
enjoyed by the member to which the benefit is attributed or shall be otherwise
shared in proportion to the respective amounts of tax liability incurred on the
basis of separate returns for the year, and (iii) any tax benefit attributable
to the subsidiaries realized by reason of the consolidated return for the year
be enjoyed by the subsidiaries
55
regardless of the possibility that the benefit of any tax credit or deduction
may not have been enjoyed under a separate income tax return.
The provision for income tax expense consists of the following (in
thousands):
Year Ended December 31,
-------------------------------
2003 2002 2001
-------- -------- --------
Current tax provision
Federal $ 10,619 3,380 1,515
State 1,772 208 360
-------- -------- --------
12,391 3,588 1,875
-------- -------- --------
Deferred income tax provision (benefit)
Federal 3,455 3,025 750
State 554 (359) 1,493
-------- -------- --------
4,009 2,666 2,243
-------- -------- --------
Total income tax provision $ 16,400 6,254 4,118
======== ======== ========
The Company's provision for income taxes differs from the federal
statutory tax rate of 35% due to the following (in thousands):
Year Ended December 31,
-------------------------------
2003 2002 2001
-------- -------- --------
Income tax provision at expected federal
income tax rate of 35% $ 15,127 9,018 4,074
Provision for state taxes, net of federal
Benefit 1,549 705 487
Change in valuation allowance for
deferred tax asset (418) (2,639) (1,292)
Change in state tax valuation allowance -- (840) 840
Other, net 142 10 9
-------- -------- --------
Provision for income taxes $ 16,400 6,254 4,118
======== ======== ========
56
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets consist of the following (in thousands):
As of December 31,
--------------------
Deferred tax assets: 2003 2002
-------- --------
Net operating loss carry forward acquired $ -- 353
Real estate held for sale capitalized for
tax purposes in excess of amounts capitalized
for financial statement purposes 2,204 1,729
Accrued litigation reserve 972 898
Purchase accounting adjustments from real estate
acquisitions:
Levitt and Sons 2,597 4,233
Core Communities 414 534
-------- --------
Total gross deferred tax assets 6,187 7,747
Less valuation allowance -- (418)
-------- --------
Total deferred tax assets 6,187 7,329
Deferred tax liabilities:
Investment in Bluegreen 5,533 1,371
-------- --------
Total deferred tax liabilities 5,533 1,371
-------- --------
Net deferred tax assets 654 5,958
Less deferred income tax assets at beginning of period (5,958) (8,233)
Deferred income taxes on Bluegreen's unrealized
gains, losses and issuance of common stock 361 (391)
Deferred income taxes on transfer of 1.2 million shares
of Bluegreen common stock from BankAtlantic Bancorp 934 --
-------- --------
Provision for deferred income taxes $ (4,009) (2,666)
======== ========
At December 31, 2003 and 2002, the Company had a valuation allowance of $0
and $418,000, respectively. The Company's valuation allowance was reduced based
on the Company's assessment of future profitability from sales of real estate.
On January 1, 2002, the Company converted from a subchapter C corporation
to a limited liability company. As a result of this change in corporate
structure, the Company ceased to be recognized as a taxable entity for federal,
state and local tax purposes. Effective July 1, 2002, the Company elected to be
treated as an association taxable as a corporation. On February 12, 2003, the
Company converted from a limited liability company to a corporation through a
merger with a wholly owned subsidiary.
57
14. INTEREST AND OTHER INCOME
The table below sets forth the sources of interest and other income (in
thousands):
Year Ended December 31,
------------------------------
2003 2002 2001
-------- -------- --------
Interest income:
Interest on deposits held at BankAtlantic $ 119 84 396
Interest on deposits held at
other financial institutions 113 151 451
Interest from notes receivable 238 525 550
Interest from impact fee receivables 393 499 592
-------- -------- --------
Total interest income $ 863 1,259 1,989
-------- -------- --------
Other income:
Management and development fees $ 1,002 709 1,165
Billboard Rental 1,016 -- --
Forfeited deposits 207 257 79
Gain on sale of assets -- 291 235
Other 74 162 420
-------- -------- --------
Total other income 2,299 1,419 1,899
-------- -------- --------
Total interest and other income $ 3,162 2,678 3,888
======== ======== ========
15. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Estimated fair values of financial instruments are determined using
available market information and appropriate valuation methodologies. However,
considerable judgments are involved in interpreting market data to develop
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of amounts the Company could realize in a current market
exchange.
The following methods and assumptions were used to estimate fair value:
- Carrying amounts of cash and cash equivalents, accounts payable and
accrued liabilities approximate fair value due to their short-term nature.
- Carrying amounts of notes receivable approximate fair values.
- Carrying amounts of notes and mortgage notes payable that provide for
variable interest rates approximate fair value, as the terms of the credit
facilities require periodic market adjustment of interest rates. The fair
value of the Company's fixed rate indebtedness, including development
bonds payable, was estimated using discounted cash flow analyses, based on
the Company's current borrowing rates for similar types of borrowing
arrangements.
December 31, 2003 December 31, 2002
--------------------- ---------------------
Carrying Fair Carrying Fair
(In thousands) Amount Value Amount Value
--------- --------- --------- ---------
Financial assets:
Cash and cash equivalents $ 35,965 35,965 16,014 16,014
Notes receivable 5,163 5,163 6,082 6,082
Financial liabilities:
Notes and mortgage notes payable $ 173,243 173,306 142,864 142,864
Development bonds payable 850 823 4,581 4,570
16. LITIGATION
On December 29, 2000, Smith & Company, Inc. ("Smith") filed an action
against Levitt-Ansca Towne Partnership (the "Partnership"), Bellaggio By Levitt
Homes, Inc. ("BLHI"), Bellaggio By Ansca, Inc. a/k/a Bellaggio By
58
Ansca Homes, Inc., and Liberty Mutual Insurance Company (collectively,
"Defendants") based on an August 21, 2000 contract entered into with the
Partnership. BLHI is a 50% partner of the Partnership and a wholly owned
subsidiary of Levitt and Sons. The Complaint alleged, among other things,
wrongful termination, breach and failure to pay for extra work performed outside
the scope of the contract. The Partnership denied the claims, asserted defenses
and asserted a number of counterclaims. This case was tried before a jury, and
on March 7, 2002, the jury returned a verdict against the Partnership. The final
judgment entered against the Defendants is $3.68 million. Under the final
judgment, Smith and its surety company may be entitled to recover legal fees and
other costs. Since BLHI is a 50% partner of the Partnership, its share of the
potential liability is estimated at $2.6 million, including legal fees, interest
and other costs. The Partnership appealed the verdict. At December 31, 2003 and
2002 the Company's financial statements included an accrual in other liabilities
associated with this matter of $2.5 million and $2.4 million, respectively.
Levitt and Sons has $3.2 million in restricted cash to secure an appeal bond
posted in connection with the appeal.
59
17. SEGMENT REPORTING
Operating segments are defined as components of an enterprise about which
separate financial information is available that is regularly reviewed by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The information provided for segment reporting is based
on internal reports utilized by management. The Company has four reportable
business segments. The accounting policies of the segments are generally the
same as those described in the summary of significant accounting policies. The
elimination entries consist of the inter-company sale of real estate and cost of
sales of real estate between Core and Levitt and Sons. The Company primarily
evaluates segment performance based on net income after tax. The presentation
and allocation of the assets, liabilities and results of operations may not
reflect the actual economic costs of the segment as a stand-alone business. If a
different basis of allocation was utilized, the relative contributions of the
segment might differ but the relative trends in segments would, in management's
view, likely not be impacted. The tables below present segment information as of
and for the years ended December 31, 2003, 2002 and 2001 (in thousands):
LEVITT AND CORE OTHER
2003 SONS COMMUNITIES BLUEGREEN OPERATIONS ELIMINATIONS TOTAL
---------- ----------- ---------- ---------- ------------ ----------
Revenues
Sales of real estate $ 222,257 55,037 -- 5,764 -- 283,058
Title and mortgage operations 2,466 -- -- -- -- 2,466
---------- ----------- ---------- ---------- ------------ ----------
Total revenues 224,723 55,037 -- 5,764 -- 285,524
---------- ----------- ---------- ---------- ------------ ----------
Costs and expenses
Cost of sales of real estate 173,072 31,362 -- 6,021 (1,024) 209,431
Selling, general and administrative 29,478 7,549 -- 4,767 -- 41,794
Interest expense, net -- 224 -- 9 -- 233
Other expenses 1,606 -- -- 232 -- 1,838
Minority interest (113) -- -- 199 -- 86
---------- ----------- ---------- ---------- ------------ ----------
Total costs and expenses 204,043 39,135 -- 11,228 (1,024) 253,382
---------- ----------- ---------- ---------- ------------ ----------
20,680 15,902 -- (5,464) 1,024 32,142
Earnings from Bluegreen Corporation -- -- 7,433 -- -- 7,433
Earnings from joint ventures 480 -- -- 3 -- 483
Interest income 107 711 -- 45 -- 863
Other income 453 1,550 -- 296 -- 2,299
---------- ----------- ---------- ---------- ------------ ----------
Income (loss) before income taxes 21,720 18,163 7,433 (5,120) 1,024 43,220
Provision (benefit) for income taxes 7,964 7,149 2,867 (1,975) 395 16,400
---------- ----------- ---------- ---------- ------------ ----------
Net income (loss) $ 13,756 11,014 4,566 (3,145) 629 26,820
========== =========== ========== ========== ============ ==========
Inventory of real estate $ 209,209 46,470 -- 7,394 (5,517) 257,556
========== =========== ========== ========== ============ ==========
Total assets $ 238,317 82,243 70,852 6,055 (4,753) 392,714
========== =========== ========== ========== ============ ==========
Notes, mortgage notes and bonds payable $ 102,464 15,174 -- 56,455 -- 174,093
========== =========== ========== ========== ============ ==========
60
2002 LEVITT AND CORE OTHER
SONS COMMUNITIES BLUEGREEN OPERATIONS ELIMINATIONS TOTAL
---------- ----------- ---------- ---------- ------------ ----------
Revenues:
Sales of real estate $ 162,359 45,449 -- -- -- 207,808
Inter-segment sale of real estate -- 8,470 -- -- (8,470) --
Title and mortgage operations 1,595 -- -- -- -- 1,595
---------- ----------- ---------- ---------- ------------ ----------
Total revenues 163,954 53,919 -- -- (8,470) 209,403
---------- ----------- ---------- ---------- ------------ ----------
Costs and expenses:
Cost of sales of real estate 131,281 28,722 -- 1,601 (1,929) 159,675
Selling, general and administrative 21,100 5,867 -- 3,392 -- 30,359
Interest expense, net -- 451 -- (6) (56) 389
Other expenses 1,121 -- -- 190 -- 1,311
---------- ----------- ---------- ---------- ------------ ----------
Total costs and expenses 153,502 35,040 -- 5,177 (1,985) 191,734
---------- ----------- ---------- ---------- ------------ ----------
10,452 18,879 -- (5,177) (6,485) 17,669
Earnings from Bluegreen Corporation -- -- 4,570 -- -- 4,570
Earnings (loss) from joint ventures 1,171 -- -- (322) -- 849
Interest income 97 1,037 -- 125 -- 1,259
Other income 956 376 -- 143 (56) 1,419
---------- ----------- ---------- ---------- ------------ ----------
Income (loss) before income taxes 12,676 20,292 4,570 (5,231) (6,541) 25,766
Provision (benefit) for income taxes 3,364 5,414 1,763 (1,940) (2,347) 6,254
---------- ----------- ---------- ---------- ------------ ----------
Net income (loss) $ 9,312 14,878 2,807 (3,291) (4,194) 19,512
========== =========== ========== ========== ============ ==========
Inventory of real estate $ 140,219 59,520 -- 4,928 (6,541) 198,126
========== =========== ========== ========== ============ ==========
Total assets $ 159,346 78,318 57,332 7,600 (7,135) 295,461
========== =========== ========== ========== ============ ==========
Notes, mortgage notes and bonds payable $ 85,893 18,133 -- 43,419 -- 147,445
========== =========== ========== ========== ============ ==========
2001 LEVITT AND CORE OTHER
SONS COMMUNITIES OPERATIONS ELIMINATIONS TOTAL
---------- ------------ ------------ ------------ ----------
Revenues:
Sales of real estate $ 117,663 21,555 3,922 -- 143,140
Title and mortgage operations 1,106 -- -- -- 1,106
---------- ------------ ------------ ------------ ----------
Total revenues 118,769 21,555 3,922 -- 144,246
---------- ------------ ------------ ------------ ----------
Costs and expenses:
Cost of sales of real estate 95,553 10,570 5,562 -- 111,685
Selling, general and administrative 18,454 5,774 1,803 -- 26,031
Interest expense, net -- 1,644 (1,022) (442) 180
Other expenses 830 -- 100 -- 930
Minority interest 150 6 400 -- 556
---------- ------------ ------------ ------------ ----------
Total costs and expenses 114,987 17,994 6,843 (442) 139,382
---------- ------------ ------------ ------------ ----------
3,782 3,561 (2,921) 442 4,864
Earnings in joint ventures 2,766 -- 122 -- 2,888
Interest income 197 1,437 355 -- 1,989
Other income 1,263 602 676 (642) 1,899
---------- ------------ ------------ ------------ ----------
Income (loss) before income taxes 8,008 5,600 (1,768) (200) 11,640
Provision (benefit) for income taxes 2,916 2,078 (799) (77) 4,118
---------- ------------ ------------ ------------ ----------
Net income (loss) $ 5,092 3,522 (969) (123) 7,522
========== ============ ============ ============ ==========
Inventory of real estate $ 91,790 50,048 1,085 (490) 142,433
========== ============ ============ ============ ==========
Total assets $ 116,578 65,913 14,192 (490) 196,193
========== ============ ============ ============ ==========
Notes, mortgage notes and bonds payable $ 58,068 22,692 11,370 -- 92,130
========== ============ ============ ============ ==========
61
18. PARENT COMPANY FINANCIAL STATEMENTS
Condensed Statements of Financial Condition at December 31, 2003 and 2002
and Condensed Statements of Operations and Condensed Statements of Cash Flows
for each of the years in the three-year period ended December 31, 2003 are shown
below:
LEVITT CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS EXCEPT SHARE DATA)
DECEMBER 31,
----------------------
2003 2002
--------- ---------
ASSETS
Cash and cash equivalents $ 1,891 684
Inventory of real estate 1,287 1,049
Investments in real estate joint ventures (322) 877
Investment in subsidiaries 175,996 143,385
Other assets 2,956 3,159
--------- ---------
Total assets $ 181,808 149,154
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable and accrued liabilities $ 1,186 1,066
Notes and mortgage notes payable 12,209 10,500
Notes and mortgage notes payable due to affiliates 43,500 30,000
Deferred tax liabilities (539) 55
--------- ---------
Total liabilities 56,356 41,621
Shareholder's equity:
Preferred stock, $0.01 par value
Authorized: 5,000,000 shares and no shares
Issued and outstanding: no shares -- --
Common stock, $0.01 par value
Authorized: no shares and 10,000 shares
Issued and outstanding: no shares and 100 shares -- --
Common Stock, Class A, $0.01 par value
Authorized: 50,000,000 shares and no shares
Issued and outstanding: 13,597,166 shares and no shares 136 --
Common stock, Class B, $0.01 par value
Authorized: 10,000,000 shares and no shares
Issued and outstanding: 1,219,031 shares and no shares 12 --
Additional paid-in capital 67,855 68,402
Retained earnings 57,020 39,537
--------- ---------
Total shareholder's equity before accumulated
other comprehensive income 125,023 107,939
Accumulated other comprehensive income 429 (406)
--------- ---------
Total shareholder's equity 125,452 107,533
--------- ---------
Total liabilities and shareholder's equity $ 181,808 149,154
========= =========
62
LEVITT CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
---------------------------------
2003 2002 2001
-------- -------- --------
Revenues $ 127 (90) 981
Costs and expenses 5,671 4,473 2,702
-------- -------- --------
Loss before income taxes (5,544) (4,563) (1,721)
Benefit for income taxes (2,143) (1,554) (664)
-------- -------- --------
Loss before undistributed earnings from subsidiaries (3,401) (3,009) (1,057)
Earnings from subsidiaries 30,221 22,521 8,579
-------- -------- --------
Net income $ 26,820 19,512 7,522
======== ======== ========
LEVITT CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- -------- --------
OPERATING ACTIVITIES:
Net income $ 26,820 19,512 7,522
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Decrease in deferred income taxes (594) (214) (41)
Equity from earnings in subsidiaries (30,221) (22,521) (8,579)
Equity from (earnings) loss in joint ventures (4) 322 (122)
Classification of debt issue costs to financing 791 -- --
Changes in operating assets and liabilities:
(Increase) decrease in inventory of real estate (238) 36 119
Decrease (increase) in other assets 203 (1,760) 3,453
Increase (decrease) in accounts payable,
accrued expenses and other liabilities (81) 1,066 (1,471)
-------- -------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (3,324) (3,559) 881
-------- -------- --------
INVESTING ACTIVITIES:
Distributions and advances from
real estate joint ventures 1,463 1,321 2,195
Investment in real estate joint ventures (260) -- --
Dividends received from subsidiaries 5,793 2,277 7,645
Investment in subsidiaries (733) (56,624) (6,985)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) BY INVESTING ACTIVITIES 6,263 (53,026) 2,855
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from notes and mortgage payable to affiliates -- 30,000 --
Repayment of notes and mortgage notes payable (2,100) (1,900) (1,600)
Proceeds from notes payable 1,309 -- --
Debt issuance costs (791) -- --
Stock issuance costs (150) -- --
Contributed capital from BankAtlantic Bancorp, Inc. -- 18,618 --
-------- -------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (1,732) 46,718 (1,600)
-------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,207 (9,867) 2,136
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 684 10,551 8,415
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,891 684 10,551
======== ======== ========
63
Cash dividends received from subsidiaries were $5.8 million, $2.3 million
and $7.6 million for the years ended December 31, 2003, 2002 and 2001,
respectively. Some subsidiaries' borrowings contain covenants that, among other
things, have the effect of limiting dividends that can be paid.
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables summarize the quarterly results of operations for the
years ended December 31, 2003 and 2002. Due to rounding, the sum of the
quarterly earnings per share amounts may not equal the earnings per share
reported for the year:
YEAR ENDED DECEMBER 31, 2003
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
QUARTER QUARTER QUARTER QUARTER 2003
---------- ---------- ---------- ---------- ----------
REVENUES
Sales of real estate $ 52,964 67,039 64,930 98,125 283,058
Other revenues 404 577 607 878 2,466
---------- ---------- ---------- ---------- ----------
Total Revenues 53,368 67,616 65,537 99,003 285,524
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES
Cost of sales of real estate 39,524 49,151 46,487 74,269 209,431
Other costs and expenses 8,674 10,894 10,567 13,816 43,951
---------- ---------- ---------- ---------- ----------
Total Costs and Expenses 48,198 60,045 57,054 88,085 253,382
---------- ---------- ---------- ---------- ----------
5,170 7,571 8,483 10,918 32,142
Earnings from Bluegreen Corporation (134) 1,940 3,350 2,277 7,433
Other income 333 852 647 1,813 3,645
---------- ---------- ---------- ---------- ----------
Income before income taxes 5,369 10,363 12,480 15,008 43,220
Provision (benefit) for income taxes 2,075 3,997 4,819 5,509 16,400
---------- ---------- ---------- ---------- ----------
Net income $ 3,294 6,366 7,661 9,499 26,820
========== ========== ========== ========== ==========
Basic earnings per share $ 0.22 0.43 0.52 0.64 1.81
Diluted earnings per share $ 0.13 0.52 0.50 0.63 1.77
Weighted average shares outstanding 14,816 14,816 14,816 14,816 14,816
Diluted shares outstanding 14,816 14,816 14,816 14,816 14,816
YEAR ENDED DECEMBER 31, 2002
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
QUARTER QUARTER QUARTER QUARTER 2002
---------- ---------- ---------- ---------- ----------
REVENUES
Sales of real estate $ 37,853 46,864 40,980 82,111 207,808
Other revenues 271 369 393 562 1,595
---------- ---------- ---------- ---------- ----------
Total Revenues 38,124 47,233 41,373 82,673 209,403
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES
Cost of sales of real estate 27,062 35,743 32,588 64,282 159,675
Other costs and expenses 6,417 8,306 7,416 9,920 32,059
---------- ---------- ---------- ---------- ----------
Total Costs and Expenses 33,479 44,049 40,004 74,202 191,734
---------- ---------- ---------- ---------- ----------
4,645 3,184 1,369 8,471 17,669
Earnings from Bluegreen Corporation -- 1,522 941 2,107 4,570
Other income 1,643 1,099 526 259 3,527
---------- ---------- ---------- ---------- ----------
Income before income taxes 6,288 5,805 2,836 10,837 25,766
Provision (benefit) for income taxes 2,212 1,127 336 2,579 6,254
---------- ---------- ---------- ---------- ----------
Net income $ 4,076 4,678 2,500 8,258 19,512
========== ========== ========== ========== ==========
Basic earnings per share $ 0.28 0.32 0.17 0.56 1.32
Diluted earnings per share $ 0.28 0.31 0.16 0.55 1.30
Weighted average shares outstanding 14,816 14,816 14,816 14,816 14,816
Diluted shares outstanding 14,816 14,816 14,816 14,816 14,816
64
20. EQUITY TRANSACTIONS
As the Company's sole shareholder, BankAtlantic Bancorp in December 2003
approved the adoption of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated By-Laws. Upon the effectiveness of the
Amended and Restated Articles of Incorporation each share of the Company's
common stock outstanding on December 22, 2003 was exchanged for approximately
133,981.076 shares of Class A common stock and approximately 12,010.158 shares
of Class B common stock. The resulting 13,599,079 shares of Class A common stock
and 1,219,031 shares of Class B common stock were distributed by BankAtlantic
Bancorp to its shareholders on December 31, 2003 to effectuate the spin-off of
the Company from BankAtlantic Bancorp. No fractional shares were distributed in
the spin-off and, accordingly, an aggregate of approximately 1,913 shares of
Class A common stock were retired as part of the spin-off transaction for an
aggregate price of approximately $39,000.
21. SUBSEQUENT EVENT
On February 23, 2004, the Company filed a registration statement on Form
S-3 for a proposed underwritten public offering of up to 5,750,000 shares of
Class A common stock.
65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On January 7, 2003, BankAtlantic Bancorp dismissed KPMG LLP as its
independent public accountants effective upon completion of the audit of the
BankAtlantic Bancorp fiscal year ended December 31, 2002. In connection
therewith, KPMG LLP declined to perform the separate audit of Levitt Corporation
for the year ended December 31, 2002. The reports of KPMG LLP on the financial
statements of Levitt Corporation for the two years ended December 31, 2001 and
2000 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision for BankAtlantic Bancorp, Inc. to change accountants was approved
by the Audit Committee of the Board of Directors of BankAtlantic Bancorp. In
connection with its audits for the fiscal years ended December 31, 2001 and
2000, and through January 7, 2003, there had been no disagreements with KPMG LLP
on any matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, which disagreements if not resolved to
the satisfaction of KPMG LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
PricewaterhouseCoopers ("PWC") was engaged as Levitt Corporation's
principal independent public accountants for the audit of the December 31, 2002
financial statements. PWC was engaged as BankAtlantic Bancorp's principal
independent public accountant for the audit of the December 31, 2003 financial
statements. During the three most recent fiscal years and through January 7,
2003, Levitt Corporation had not consulted with PWC regarding either (i) the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on Levitt
Corporation's financial statements; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item (a)(1)(v) of Regulation S-K.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports.
Changes in Internal Controls
In addition, we reviewed our internal control over financial reporting,
and there have been no significant changes in our internal control over
financial reporting or in other factors that could significantly affect those
controls subsequent to the date of their last evaluation.
Limitations on the Effectiveness of Controls
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
and internal controls will prevent all errors and all improper conduct. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of improper conduct, if any, within the Company
have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the control.
Further, the design of any system of controls also is based in part upon
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
66
CEO and CFO Certifications
Appearing as Exhibits 31.1 and 31.2 to this report are Certifications of the
principal executive officer and the principal financial officer. The
Certifications are required in accordance with Section 302 of the Sarbanes-Oxley
Act of 2002. This Item of this report, which you are currently reading, is the
information concerning the evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
PART III
Items 10 through 14 are incorporated by reference to the Company's
definitive proxy statement to be filed with the Securities and Exchange
Commission no later than 120 days after the end of the year covered by this Form
10-K, or, alternatively, by amendment to this Form 10-K under cover of Form
10K/A not later than the end of such 120 day period.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of this Report:
(1) Financial Statements
The following consolidated financial statements of Levitt
Corporation and its subsidiaries are included herein under Part II,
Item 8 of this Report.
Independent Certified Public Accountants' Report of
PricewaterhouseCoopers LLP dated March 29, 2004
Independent Auditors' Report of KPMG LLP dated January 29,
2002, except for Note 16 as to which the date is March 7, 2002
Consolidated Statements of Financial Condition as of December
31, 2003 and 2002.
Consolidated Statements of Operations for each of the years in
the three year period ended December 31, 2003.
Consolidated Statements of Shareholders' Equity and
Comprehensive Income for each of the years in the three year
period ended December 31, 2003.
Consolidated Statements of Cash Flows for each of the years in
the three year period ended December 31, 2003.
Notes to Consolidated Financial Statements for each of the
years in the three year period ended December 31, 2003.
(2) Financial Statement Schedules
All schedules are omitted as the required information is either not
applicable or presented in the financial statements or related
notes.
67
(3) Exhibits
The following exhibits are either filed as a part of this Report or
are incorporated herein by reference to documents previously filed
as indicated below:
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- -------- --------------------------------------------------------------- -----------------------------------------------------
3.1 Amended and Restated Articles of Incorporation Exhibit 2.1 to the Registrant's Registration
Statement on Form 8-A, filed on December 12, 2003
3.2 Amended and Restated By-laws Exhibit 2.2 to the Registrant's Registration
Statement on Form 8-A, filed on December 12, 2003
10.1 Loan Agreement dated as of September 15, 2000 by and between Exhibit 10.1 to the Registrant's Registration
the Company and Ohio Savings Bank. Statement on Form S-1, filed on February 14, 2003.
10.2 Amended and Restated Loan Agreement dated as of March 22, 2002 Exhibit 10.2 to the Registrant's Registration
by and between Levitt and Sons, LLC and Ohio Savings Bank. Statement on Form S-1, filed on February 14, 2003.
10.3 Amendment to Loan Documents dated as of August 13, 2002 by and Exhibit 10.3 to the Registrant's Registration
between Levitt and Sons, LLC and Ohio Savings Bank. Statement on Form S-1, filed on February 14, 2003.
10.4 Second Amendment to Loan Agreement dated as of May 15, 2003 Filed with this Report.
by and between Levitt and Sons, LLC and Ohio Savings Bank.
10.5 Third Amendment to Loan Documents dated as of July 31, 2003 Filed with this Report.
by and between Levitt and Sons, LLC and Ohio Savings Bank.
10.6 Mortgage and Security Agreement dated as of September 20, 2001 Exhibit 10.4 to the Registrant's Registration
by and among St. Lucie West Development Corp., Lake Charles Statement on Form S-1, filed on February 14, 2003.
Development Corp. and First Union National Bank.
10.7 Note, Mortgage and Loan Documents Modification and Spreader Exhibit 10.5 to the Registrant's Registration
Agreement dated as of January 6, 2003 by and among St. Lucie Statement on Form S-1, filed on February 14, 2003.
West Development Company, LLC, Lake Charles Development
Company, LLC and Wachovia Bank, National Association.
10.8 Brittany Bay at Andros Isle, Ltd. Limited Partnership Exhibit 10.7 to the Registrant's Registration
Agreement. Statement on Form S-1, filed on February 14, 2003.
10.9 Limited Partnership Agreement of Third Street Partners, Ltd. Exhibit 10.9 to the Registrant's Registration
Statement on Form S-1, filed on February 14, 2003.
10.10 First Amendment to Limited Partnership Agreement of Third Exhibit 10.10 to the Registrant's Registration
Street Partners, Ltd. Statement on Form S-1, filed on February 14, 2003.
10.11 Second Amendment to Limited Partnership Agreement of Third Exhibit 10.11 to the Registrant's Registration
Street Partners, Ltd. Statement on Form S-1, filed on February 14, 2003.
10.12 Third Amendment to Limited Partnership Agreement of Third Exhibit 10.12 to the Registrant's Registration
Street Partners, Ltd. Statement on Form S-1, filed on February 14, 2003.
10.13 Levitt Corporation 2003 Stock Incentive Plan Filed with this Report.
12.1 Statement re: computation of ratios - Ratio of earnings to Filed with this Report.
fixed charges
21.1 Subsidiaries of the Registrant Filed with this Report.
23.1 Consent of PricewaterhouseCoopers LLP Filed with this Report.
23.2 Consent of KPMG LLP Filed with this Report.
23.3 Consent of Ernst & Young LLP Filed with this Report.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Filed with this Report.
Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Filed with this Report.
Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Filed with this Report.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Filed with this Report.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
68
(b) Reports on Form 8-K
Form 8-K filed on December 5, 2003, to disclose that the board of
directors of BankAtlantic Bancorp, Inc. had authorized the spin-off
of the Company.
(c) Exhibits - See Item 15(a)(3) above.
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LEVITT CORPORATION
March 29, 2004 By: /s/Alan B. Levan
----------------------------
Alan B. Levan
Chairman of the Board of Directors,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
DATE
----
SIGNATURE TITLE
/s/ Alan B. Levan Chairman of the Board and Chief Executive March 29, 2004
- ---------------------------------- Officer (Principal Executive Officer)
Alan B. Levan
/s/ John E. Abdo Vice-Chairman of the Board and President March 29, 2004
- ----------------------------------
John E. Abdo
/s/ Glen R. Gilbert Executive Vice President and Chief Financial March 29, 2004
- ---------------------------------- Officer (Principal Financial and Accounting Officer)
Glen R. Gilbert
/s/ James Blosser Director March 29, 2004
- ----------------------------------
James Blosser
/s/ William F. Scherer Director March 29, 2004
- ----------------------------------
William F. Scherer
/s/ Darwin C. Dornbush Director March 29, 2004
- ----------------------------------
Darwin C. Dornbush
/s/ S. Lawrence Kahn, III Director March 29, 2004
- ----------------------------------
S. Lawrence Kahn, III
/s/ William R. Nicholson Director March 29, 2004
- ----------------------------------
William R. Nicholson
/s/ Joel Levy Director March 29, 2004
- ----------------------------------
Joel Levy
70
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
10.4 Second Amendment to Loan Agreement dated as of May 15, 2003 by and between Levitt and
Sons, LLC and Ohio Savings Bank
10.5 Third Amendment to Loan Documents dated as of July 31, 2003 by and between Levitt and
Sons, LLC and Ohio Savings Bank
10.13 Levitt Corporation 2003 Stock Incentive Plan
12.1 Statement re: computation of ratios - Ratio of earnings to fixed charges
21.1 Subsidiaries of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Ernst & Young LLP
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
71