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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1999
Commission file number 1-13223
LNR PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 65-0777234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
760 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
(Address of principal executive offices) (Zip Code)
(305) 485-2000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
COMMON STOCK, PAR VALUE 10(CENT)PER SHARE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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 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 10-K or any
amendment to this Form 10-K. ____
As of January 28, 2000, 23,515,678 shares of common stock and 10,058,433
shares of Class B common stock (which can be converted into common stock) were
outstanding. Of the total shares outstanding, 22,582,265 shares of common stock
and 160,503 shares of Class B common stock, having a combined aggregate market
value (assuming the Class B shares were converted) on that date of $409,369,824
were held by non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY PART OF FORM 10-K INTO WHICH
REPORT REFERENCE INTO THIS DOCUMENT IS
INCORPORATED
LNR Property Corporation 1999 Annual Report Parts I, II and IV
To Shareholders*
LNR Property Corporation 2000 Part III
Proxy Statement
* The LNR Property Corporation 1999 Report to Stockholders is incorporated
herein only to the extent specifically stated.
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2
PART I
THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD LOOKING STATEMENTS THAT
ARE SUBJECT TO RISK AND UNCERTAINTY. ALTHOUGH THE COMPANY BELIEVES THE
EXPECTATIONS REFLECTED IN ITS FORWARD LOOKING STATEMENTS ARE REASONABLE, IT IS
POSSIBLE THEY WILL PROVE NOT TO HAVE BEEN CORRECT, PARTICULARLY GIVEN THE
CYCLICAL NATURE OF THE REAL ESTATE MARKET. THE FACTORS, AMONG OTHERS, THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD
LOOKING STATEMENTS INCLUDE: (A) CHANGES IN INTEREST RATES, (B) CHANGES IN DEMAND
FOR COMMERCIAL REAL ESTATE NATIONALLY, IN AREAS IN WHICH THE COMPANY OWNS
PROPERTIES, OR IN AREAS IN WHICH PROPERTIES SECURING MORTGAGES DIRECTLY OR
INDIRECTLY OWNED BY THE COMPANY ARE LOCATED, (C) INTERNATIONAL, NATIONAL OR
REGIONAL BUSINESS CONDITIONS WHICH AFFECT THE ABILITY OF MORTGAGE OBLIGORS TO
PAY PRINCIPAL OR INTEREST WHEN IT IS DUE AND (D) THE CYCLICAL NATURE OF THE
COMMERCIAL REAL ESTATE BUSINESS.
ITEM 1. BUSINESS.
OVERVIEW
LNR Property Corporation ("LNR" and, together with its subsidiaries, the
"Company") is a real estate investment and management company, which structures
and makes real estate and real estate related investments and, through its
expertise in developing and managing properties and working out underperforming
and non-performing commercial loans, seeks to enhance the value of those
investments. The Company has been engaged in the development, ownership and
management of commercial and multi-family residential properties since 1969.
LNR's Chairman, Chief Executive Officer and President have been with the Company
and worked together for more than a decade. Over the last six years, revenues
and EBITDA have increased at compound annual growth rates of 32.9% and 36.5%,
respectively.
LNR was formed by Lennar Corporation ("Lennar") in June 1997 to separate
Lennar's real estate investment and management business from its homebuilding
business. On October 31, 1997, Lennar distributed the stock of LNR to Lennar's
stockholders in a tax-free spin-off (the "Spin-off"). In connection with the
Spin-off, the Company agreed that until 2002, it would not engage in
homebuilding or related activities (other than purchasing securities backed by
residential mortgages and providing financing to homebuilders or land
developers) and Lennar agreed that until 2002, it would not engage in various
activities in which the Company was engaged at the time of the Spin-off (which
is most of the principal activities in which the Company currently is engaged).
Activities conducted by Lennar, as predecessor to the Company, of the type
currently being conducted by the Company are treated below as historical
activities of the Company.
The Company's real estate investment activities primarily consist of:
o acquiring, developing, managing and repositioning commercial and
multi-family residential properties,
o acquiring (often in partnership with financial institutions and real
estate funds) and managing portfolios of mortgage loans and other real
estate related assets,
o investing in unrated and non-investment grade rated commercial
mortgage-backed securities ("CMBS") as to which the Company has the
right to be special servicer (i.e., to oversee workouts of
underperforming and non-performing loans) and
o making high yielding real estate related loans and equity investments.
3
The Company adjusts its investment focus from time to time to adapt to changes
in markets and phases of the real estate cycle. The Company does not have
specific policies as to the type of real estate related assets it will acquire,
the percentage of assets it will invest in particular types of real estate
related assets or the percentage of the interests in particular entities it will
acquire. Instead, it reviews, at least monthly, the types of real estate related
investment opportunities which may at that time be available, the market factors
which may affect various types of real estate related investments (including the
likelihood of changes in interest rates or availability of investment capital)
and other factors which may affect the attractiveness of particular investment
opportunities.
The Company performs extensive due diligence before making investments in order
to evaluate investment risks and opportunities and see whether it will be able
to use its skills to enhance the value of the investments. For example, before
bidding for a CMBS investment, the Company performs an asset by asset evaluation
of the assets underlying the CMBS, including site visits, analyses of rent
rolls, vacancy rates and tenant strength, and analyses of the real estate
markets in which the properties are located. The Company's formalized
pre-investment procedures allow its senior management to exercise significant
control and discipline over all its investment decisions.
4
At November 30, 1999, the Company's assets consisted of :
Type of Asset Book Value Description/Comment
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS)
Real estate properties $1,108.3 Multi-family apartment buildings, office and
industrial buildings, retail centers, hotels
and land.
Real estate securities 510.9 Unrated and rated tranches of CMBS pools
acquired at significant discounts from face
value, as to which the Company has the right to
be special servicer and can seek to increase
collections of underlying loans.
Real estate loans 152.8 Primarily mortgage loans. Also includes loans
to developers and builders, sometimes with
profit participations.
Partnerships 315.9 o Real estate property partnership investments
of $155.9 million (primarily Lennar Land
Partners, a partnership with Lennar).
o A real estate securities partnership
investment of $90.2 million (Madison Square
Company, LLC, a vehicle that invests primarily
in CMBS).
o Real estate loan partnership investments
of $69.8 million (primarily partnerships
which acquired portfolios of loans and/or
properties at discounts, in both the U.S.
and Japan. Also includes 20 partnership
interests in affordable housing communities).
Cash and other assets 195.1 Cash at November 30, 1999 consisted of $8.6
million of unrestricted cash and $45.7 million
of restricted cash, comprised primarily of
$18.5 million held in trust for asset
acquisitions and $27.2 million representing
funds from municipal bonds to finance
development of affordable housing communities.
Other assets include several small investments
in entities in related businesses, accounts
receivable, interest receivable, deferred costs
and other.
-----------------
Total $2,283.0
=================
5
REAL ESTATE PROPERTIES
COMMERCIAL AND MULTI-FAMILY RESIDENTIAL REAL ESTATE
In 1969 Lennar began engaging in the development, ownership and management of
commercial and residential multi-family real estate. Its initial activities of
this type included acquiring an apartment complex and building and operating
small office buildings, local regional shopping centers and other commercial and
industrial facilities on properties being developed as part of Lennar's
homebuilding operations. Gradually, this was expanded to general development,
acquisition and active management of commercial and residential multi-family
rental real estate, as well as acquiring land for development and sale or
leasing for commercial uses. Among other things, these activities helped offset
the cyclical nature of Lennar's homebuilding business. In most instances, the
Company uses outside management companies to perform day-to-day property
management activities. In those instances, the Company's employees closely
supervise the operation of the commercial properties and the activities of the
outside management companies. At November 30, 1999, the Company's portfolio
included 17 shopping centers with 1.5 million square feet of rentable space, 16
office buildings with 4.2 million square feet of rentable space, nine industrial
properties with 1.8 million square feet of rentable space, approximately 12,400
apartment units (in 71 communities, of which 60 qualify for Low-Income Housing
Tax Credits, as discussed below), a mobile home park and five hotels.
The shopping centers the Company owns and operates include eight small regional
shopping centers (sometimes referred to as "strip centers"), with between 12,000
square feet and 71,000 square feet of rentable store space, as well as parking
areas and public areas, and nine larger shopping centers, with 58,000 square
feet to 409,000 square feet of rentable store space. All of the small regional
centers are located in Florida. Of the larger shopping centers, four are in
Florida, three are in Arizona, one is in California and one is in Louisiana.
The Company's 16 office buildings range from one to 36 stories and have an
aggregate of 4.2 million square feet of rentable office space. Six of the office
buildings are in California, four are in Florida, two are in Georgia, one is in
Utah, one is in Louisiana, one is in Virginia and one is in North Carolina. The
Company's nine industrial properties range from 46,000 square feet to 747,000
square feet of usable floor space. Seven of the industrial properties are in
California, one is in Florida and one is in Texas.
The Company's 71 apartment communities range in size from 40 to 600 units.
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The apartment communities are geographically located as follows:
NUMBER OF
STATE PROPERTIES
- ----- ----------
Washington 17
Oregon 10
Texas 6
Nevada 5
Arizona 4
New Mexico 4
Virginia 4
California 3
Illinois 3
Montana 3
Pennsylvania 3
Colorado 2
Florida 2
Wisconsin 2
Georgia 1
Idaho 1
Maryland 1
----------
71
==========
During 1998, the Company entered the business of owning, developing and
syndicating multi-family and senior housing residential rental communities,
which qualify for Low-Income Housing Tax Credits, by acquiring controlling
interests in a group of entities known as the Affordable Housing Group ("AHG").
AHG, as part of LNR, continues to grow and as of November 30, 1999 AHG had
investments in approximately 8,300 residential rental apartments (60
properties), many of which qualify for Low-Income Housing Tax Credits.
Approximately 90% of the rental communities were constructed by AHG or under its
supervision. AHG acquired the other rental communities after they were
completed. At November 30, 1999, the Company's balance sheet included AHG
balances as follows: properties of approximately $260 million, investments in
partnerships of approximately $12 million and approximately $185 million of
property-specific mortgage financing that is non-recourse to the Company. The
Company paid $81 million to purchase the original interests in AHG.
During 1999, the Company syndicated and sold most of the benefit of tax credits
related to eleven AHG properties by placing limited partnership interest in the
entities which own the properties into a new limited liability company and
selling a 90% interest in that limited liability company. The Company realized a
gain of approximately $8 million from the transaction and still retained a 10%
interest in the syndicated properties through the 10% interest retained in the
limited liability company. The Company expects to continue acquiring,
developing, operating and syndicating residential communities which qualify for
Low-Income Housing Tax Credits.
The five hotels owned by the Company have or will have a total of 1,155 rooms.
Two of the hotels, representing 356 rooms, are under development. The other
three are managed by national chains under management contracts which can be
terminated by either party on 30 days' notice.
In addition to the Company's operating properties, the Company owns a
substantial amount of commercially zoned land, 1.7 million square feet of which
is leased to others under long-term ground leases and 809 acres of which is to
be used for specific projects or sold.
7
The Company maintains a program of liability, property loss and damage and other
insurance which covers all the Company's properties and which the Company
believes is adequate to protect it against all reasonably foreseeable material
insurable risks.
The Company's financing strategy with regard to its real estate portfolio
normally is to obtain financing secured by specific assets when they are
acquired. This type of financing usually is short- or intermediate-term.
However, the Company sometimes seeks more permanent financing in cases where the
market for an asset makes long-term debt an attractive option and the loan can
be assumed or prepaid.
LENNAR LAND PARTNERS
Before the Spin-off, Lennar and the Company transferred to a general
partnership, which is 50% owned by the Company and 50% owned by Lennar, parcels
of land or interests in land and other assets which had a total book value on
Lennar's books at October 31, 1997 of approximately $372.4 million. In 1999,
certain assets and liabilities of this land partnership were contributed at net
book value to a second general partnership and Lennar and the Company each
received 50% general partnership interests in the second partnership. The two
partnerships are collectively referred to as Lennar Land Partners ("LLP"). The
land was acquired by Lennar primarily to be used for residential home
development. The parcels of land or interests in land contributed by the Company
had been contributed to the Company by Lennar so the Company could contribute
them to LLP and receive a 50% interest in LLP. From November 1, 1997 through
November 30, 1999, LLP had land sale revenues of $450.5 million, of which $203.2
million was from sales to Lennar. During that period, LLP obtained control of
approximately 9,600 additional homesites, primarily through partnership
arrangements. At November 30, 1999, LLP's land consisted of approximately 21,145
potential home sites in 28 communities, of which 16 communities with 13,570
potential home sites are in Florida, two communities with 486 potential home
sites are in Arizona, five communities with 2,340 potential home sites are in
Texas and five communities with 4,749 potential home sites are in California.
Approximately 9% of the land was developed and ready to be built upon, 40% of
the land was in various stages of development and 51% of the land was totally
undeveloped.
When Lennar contributed land to the Company and to LLP in 1997, Lennar retained
options to purchase up to approximately 22% of the contributed land at prices it
established. Through November 1999, almost all the options relative to the
originally contributed land had either been exercised or terminated. On November
30, 1999, Lennar obtained options to purchase up to an additional 6,300
homesites at prices it established, subject to agreement by the Company. The
remaining land is available for sale to independent homebuilders or to Lennar at
prices determined from time to time, which, as is discussed below, the Company
must approve.
LLP has an agreement with Lennar under which Lennar, for a fee, administers all
day-to-day activities of LLP, including overseeing planning and development of
properties and overseeing sales of land to Lennar and other builders.
LLP is governed by an Executive Committee consisting of representatives of
Lennar and of the Company, with Lennar's representatives and the Company's
representatives each having in total one vote. This, in effect, gives each of
Lennar and the Company a veto with regard to matters presented to the Executive
Committee. LNR's by-laws require that all significant decisions relating to LLP
be approved by a Board of Directors committee consisting entirely of directors
who have no relationship with Lennar.
Lennar may, but is under no obligation to, offer additional properties to LLP.
Lennar is free to acquire properties for itself without any consideration of
whether those properties might have been appropriate for LLP. The Company is, in
effect, able to veto any proposals that LLP acquire properties proposed by
Lennar. Arrangements with regard to particular properties might include, (i)
options to Lennar to purchase all or portions of properties, (ii) rights of
first refusal for Lennar to acquire lots if other builders propose to acquire
them, or (iii) buy/sell arrangements under which, if Lennar wanted to purchase
lots on which it did not have an option, it would propose a purchase price and
the Company would have the option to approve the sale to Lennar at that price or
to purchase the lots for that price (probably in order to resell them to someone
who would be willing to pay a higher price).
8
The Company might seek to acquire commercial portions of properties owned or
acquired by LLP or options relating to them. If it did, Lennar could, if it
wanted to do so, veto acquisitions by the Company.
LLP has a $125 million revolving line of credit, and a $100 million term loan,
each of which matures in 2001. If LLP defaults under those credit facilities,
the lenders have the right to require the Company, together with Lennar, to
purchase LLP's obligations to the lenders, or a portion of them. However, if the
default is failure to meet financial covenants, the lenders must give Lennar and
the Company the opportunity to cure the default. Many of LLP's assets are
subject to non-recourse mortgage loans. The revolving line of credit is
available to supplement financing which is available with regard to specific
properties. As of November 30, 1999, there was $0.1 million outstanding under
the revolving line of credit, and $43.2 million outstanding under the term loan.
REAL ESTATE SECURITIES
INVESTMENTS IN CMBS
As a further use of its loan and real estate workout capabilities, the Company
acquires unrated and non-investment grade rated subordinated CMBS and provides
"special servicing" for the mortgage pools to which they relate. Fitch IBCA,
Inc., which rates special servicers of CMBS on the basis of management team,
organizational structure, operating history, workout and asset disposition
experience and strategies, information systems, investor reporting capabilities
and financial resources, has given the Company Fitch's highest rating. At
November 30, 1999, the Company was entitled to be the special servicer with
regard to 55 securitized commercial mortgage pools and had investments in
unrated junior CMBS related to 52 of those pools. Special servicing is the
business of managing and working out the problem assets in a pool of commercial
mortgages or other assets. For example, when a mortgage in a securitized pool
goes into default, the special servicer negotiates with the borrower on behalf
of the pool to resolve the situation. The Company uses as special servicer
essentially the same workout skills it applies with regard to its distressed
asset portfolios. Because the holders of the unrated CMBS receive everything
that is collected after the more senior levels of CMBS have been paid in full,
the Company and other holders of unrated CMBS are the principal beneficiaries of
increased collections. Therefore, ownership of the unrated CMBS gives the
Company an opportunity to profit from its special servicing in addition to
receiving fees for being special servicer. The Company has not purchased unrated
CMBS unless it has had the right to be the special servicer of the mortgage
pools to which they relate.
The Company also, in some instances, purchases non-investment grade rated
subordinated CMBS relating to commercial mortgage pools as to which the Company
will act as special servicer. The Company expects to receive a yield on these
securities based on the stated interest and amortization of the Company's
purchase discount. The ratings of the subordinated CMBS are sometimes upgraded
by the rating agencies if the performance of the pool exceeds initial
expectations. This increases their market values and gives the Company an
opportunity to achieve gains on the sale of the securities, as well as receiving
the stated interest while it holds them. Therefore, purchases of non-investment
grade rated subordinated securities, like purchases of unrated junior
securities, are a means for the Company to profit from its workout skills.
Particularly in periods of falling interest rates, there often are prepayments
of mortgages underlying CMBS. Because the Company usually purchases CMBS at
significant discounts from their face amounts, prepayments tend to increase the
Company's yield as a percentage of its investment.
The Company is currently financing its purchases of CMBS through cash flow from
operations and borrowings under medium-term and short-term revolving credit
lines, repurchase lines and medium-term financing provided by sellers or
underwriters of the CMBS.
9
MADISON SQUARE COMPANY LLC
In early April 1999, the Company entered into a venture, Madison Square Company,
LLC ("Madison"), to acquire approximately $2.2 billion of high-yielding real
estate related assets. The original partners included an affiliate of Credit
Suisse First Boston ("CSFB") and a company controlled by real estate investor
Peter Bren. The original partners have total equity commitments of $440 million,
$125 million of which is provided by the Company. On November 4, 1999, the
venture admitted a new partner, a major life insurance company, whose $50
million commitment brought the total equity commitments to $490 million.
CSFB has provided a credit facility to fund up to $1.76 billion of financing to
the venture, which is non-recourse to the partners.
At November 30, 1999, the Company's investment in the venture was approximately
$90 million, representing a 25.8% ownership interest. The Company maintains a
significant ongoing role in the venture, for which it earns fees, both as the
special servicer for the purchased CMBS transactions and as the provider of
management services. The Company also has an effective veto on Madison's
investments.
REAL ESTATE LOANS
COMMERCIAL REAL ESTATE LENDING
The Company holds mortgage loans made with regard to commercial properties or
properties being developed as residential communities, which are generally made
to the developers and builders themselves. At November 30, 1999, the Company
held 13 mortgage loans with a total outstanding principal balance of $143.0
million and seven loans to developers and builders with a total outstanding
principal balance of $17.2 million. The states in which the properties securing
the Company's mortgage loans were located were as follows:
(IN THOUSANDS)
State Principal Amount of Loans
--------------------- --------------------------
Nevada $ 46,525
California 44,941
Massachusetts 43,200
Texas 21,000
Florida 3,559
Other 1,000
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Total $ 160,225
===============
10
The mortgage loans are primarily first mortgage loans secured by commercial real
estate. Some of the mortgage loans are structured junior loan participations in
high-quality short- to medium-term variable rate first mortgage real estate
loans. The mortgage loans on residential communities, which are made to the
developers or builders, are usually subordinate to construction loans, and often
provide the Company, in addition to interest income, participations in profits
after the developers or builders have achieved specified financial targets. The
types of loans and collateral held by the Company at November 30, 1999, were as
follows:
(IN THOUSANDS)
Type of Loan Principal Amount of Loans
---------------------------- -------------------------
Mortgage loans
Convention center $ 45,000
Mixed use 43,200
Office buildings 38,101
Multi-family 11,977
Industrial park 2,290
Residential land 1,071
Shopping center and other 1,347
Developer and builder loans 17,239
------------
Total $ 160,225
============
The Company identifies opportunities to make commercial and residential
development loans through relationships with other real estate companies and
developers and brokers.
The Company evaluates possible loans with in-house personnel, who perform site
visits and do market, demographic and financial analyses with regard to the
collateral for the loans. The Company applies guidelines, which change from time
to time depending on the type of property and market conditions, relating to
loan-to-value ratio, debt coverage and other financial ratios. In most instances
the guidelines the Company has applied have been similar to those applied in
evaluating commercial mortgages for inclusion in mortgage securitizations
(although the Company has not to date securitized any of the commercial loans it
originated for its own account). Sometimes the Company has made subordinated
loans to which it applies other guidelines, but which bear interest at rates
which are higher than those on senior commercial mortgage loans, and some of
which provide the Company participations in profits from the underlying
properties.
PORTFOLIOS OF COMMERCIAL MORTGAGE LOANS
In the early 1990's, the Company began acquiring, directly and through
partnerships, portfolios of commercial mortgage loans and related pools of owned
real estate assets in the United States. Its first transaction of this type was
a partnership with The Morgan Stanley Real Estate Fund, which acquired from
Resolution Trust Corporation a portfolio of almost $1 billion face value of
assets consisting of more than 1,000 mortgage loans and 65 properties. Its
second transaction of this type was a partnership portfolio acquisition in 1993
which included a portfolio of real estate assets with a face amount of more than
$2 billion, in what the Company believes is one of the largest real estate
portfolio acquisitions ever to take place in the United States. Since 1993, the
Company has formed 10 additional partnerships with several different investment
banking firms and real estate funds to purchase and handle workout activities
regarding portfolios of distressed commercial loans and related real estate. The
Company's partners in these additional partnerships included affiliates of
Blackrock Group, Lehman Brothers Inc., Morgan Stanley Dean Witter and Westbrook
Partners. Involvement of these partners both gave the Company access to
investment opportunities it might not otherwise have had and reduced the amount
the Company had to invest to acquire interests in large portfolios.
11
In each of these partnerships, one of the Company's subsidiaries acts as the
managing general partner and conducts the business of the partnership. The
Company earns management fees and asset disposition fees from the partnerships
and has carried interests in cash flow and sales proceeds once the partners have
recovered their capital and achieved specified returns. The Company's original
investments ranged from 15% to 50% of the partnerships' capital and totaled $165
million, out of a total of $684 million invested in the partnerships. By
November 30, 1999, the partnerships had distributed a total of $1.3 billion to
the partners, of which $391 million had been distributed to the Company. The
Company also received management and asset disposition fees totaling
approximately $58.2 million. As the U.S. real estate markets strengthened in the
late 1990's, substantially fewer large real estate portfolios became available
at what the Company viewed as attractive prices. The Company has not
participated in a partnership which acquired a portfolio of underperforming real
estate assets in the United States since August 1996 (although the Company has
participated in several partnerships which acquired portfolios of
underperforming and non-performing commercial mortgage loans in Japan).
Currently, the partnerships the Company formed are engaged primarily in
enhancing and disposing of assets in the portfolios they acquired, as well as
collecting sums paid with regard to portfolio assets.
The portfolio loans consist primarily, but not entirely, of fixed-rate first
mortgage loans secured by office and industrial buildings, shopping centers and
multi-family residential properties. They are not covered by credit insurance.
The Company's principal activity with respect to distressed portfolios is to
manage the workout of non-performing loans, including negotiating new or
modified financing terms and foreclosing on defaulted loans. The assets
generally are held only as long as is required to enhance their value and
prepare them for sale. The Company believes its workout and property
rehabilitation skills are the principal reasons financial institutions have
sought the Company as a partner in acquiring portfolios of distressed assets and
have given the Company management control of the partnerships.
Debt financing for partnerships' acquisitions of real estate related asset
portfolios has usually been on a non-recourse basis and with no guaranties by
the Company or any other of the partners. In some cases, the lender must be
repaid in full before a partnership can make cash distributions to the Company
and its partners. The Company's financing strategy with regard to real estate
related asset portfolios in which it invests directly is to seek financing with
maturities which match the underlying loans. This type of financing usually
gives lenders recourse to those of the Company's subsidiaries which acquire
particular asset portfolios.
During 1998, the Company entered into several partnerships to acquire portfolios
of non-performing commercial mortgage loans in Japan, where it has an office to
oversee its loan workout and real estate asset management operations. The
Company has now invested in 15 portfolios of non-performing loans in Japan. As
of November 30, 1999, the total investment in these partnerships was $49.6
million. At this point, there can be no assurance that these new investments
will achieve the same level of results as the distressed U.S. portfolio business
has.
MARKET RISK ON FINANCIAL INSTRUMENTS
The primary market risk to which the Company has exposure is interest rate risk.
Changes in interest rates can affect the Company's net income and cash flows,
the value of its CMBS and other interest earning assets held for sale and the
level of realized gains from sales of assets. As changes in market conditions
occur, interest rates can either increase or decrease. As interest rates move,
interest expense from the variable component of the Company's debt balances will
move in the same direction. With respect to its CMBS and a portion of its
mortgage loan portfolios, changes in interest rates generally do not affect the
Company's interest income as these investments are predominately fixed rate.
However, the fair value of the portion of the Company's CMBS portfolio that is
available-for-sale will move inversely to changes in interest rates. Changes in
the market value of these investments do not affect the Company's consolidated
earnings as mark-to-market adjustments are not reflected in the Company's net
income until particular assets are sold.
The Company's objective in managing its exposure to interest rate changes is to
limit the impact of interest rate changes on earnings and cash flows. The
Company may use a variety of financial instruments to reduce its interest rate
risk. On the debt side, from time to time, the Company uses interest rate swap
agreements whereby the Company exchanges its variable interest on certain debt
balances for another party's obligation to pay fixed interest. This allows the
Company to
12
reduce the effects (positive or negative) of interest rate changes on
operations. These agreements are entered into for specific property-level
financings and are generally matched with the debt relative to term and
principal amount. These financial instruments carry a number of risks, including
a risk of non-performance on the part of the counterparty and a risk that the
financial instrument will not function as expected. In addition, a significant
portion of the Company's debt is not subject to interest rate fluctuations
because it bears interest at a fixed rate. On the asset side, the Company
periodically sells treasury securities short to hedge a portion of its
available-for-sale CMBS portfolio. At November 30, 1999, the Company was
obligated to deliver $62.5 million of securities it had sold short. This offsets
the impact of interest rate movements on the market value of a portion of the
Company's CMBS portfolio. Additionally, all of the Company's variable rate
mortgage loans held for investment are collateral for variable rate debt, which
also minimizes the impact of interest rate movements on such assets.
The following table presents certain information on the Company's assets and
liabilities which are sensitive to interest rate changes at November 30, 1999:
BOOK
2000 2001 2002 2003 2004 THEREAFTER TOTAL(1) VALUE FAIR VALUE
---- ---- ---- ---- ---- ---------- ------- ------ ----------
(IN THOUSANDS, EXCEPT PERCENTAGES)
Rate Sensitive Assets
Interest earning cash and
cash equivalents $104,269 - - - - - 104,269 104,269 104,269
Available-for-sale
investment securities (1) 41,454 14,471 17,638 10,808 5,804 418,199 508,374 343,092 343,092
Weighted average interest
rate (3) 7.2% 7.0% 7.0% 6.9% 6.9% 6.9%
Mortgage loans held for
sale (1) 61,721 5,433 4,515 - - - 71,669 60,201 70,764
Weighted average interest
rate (3) 11.2% 11.7% 11.9% - - -
Variable rate mortgage
loans held for
investment (1) 8,000 - 56,200 11,040 - - 75,240 75,240 75,240
Weighted average interest
rate (3) 12.0% 11.9% 11.9% 11.7% - -
Rate Sensitive Liabilities
Variable rate mortgage
loans and other debts
payable (1) 352,554 184,521 216,761 111,307 45,337 52,173 962,653 962,653 962,653
Weighted average interest
rate (3) 7.9% 7.8% 7.6% 7.3% 7.2% 7.1%
Off balance sheet financial
instruments
Variable-to-fixed interest
rate swap agreements (2) 61,172 - 16,000 - 14,000 19,900 111,072 - 1,514
Weighted average interest
rate (3) 6.4% - 6.9% - 5.7% 6.5%
- -----------------
(1) Estimated future cash flows (carrying amounts plus estimated discounts)
using expected maturities.
(2) Notional principal amounts at scheduled maturities.
(3) Weighted average interest rates represent stated rates.
13
In addition to the assets shown above, the Company has fixed rate investments in
CMBS and mortgage loans which it intends and has the ability to hold until
maturity. The Company's investment in CMBS which is classified as
held-to-maturity has a book value of $167.8 million at November 30, 1999. This
investment has stated maturities through 2032 and is expected to return
principal of $10.9 million in 2000; $47.3 million in 2001; $11.2 million in
2002; $6.0 million in 2004 and $428.2 million, thereafter. The Company's
investment in fixed rate loans which are held for investment have a book value
of $17.4 million at November 30, 1999 and is expected to return principal
amounts of $2.1 million in 2000; $0.8 million in 2001; $2.9 million in 2002;
$16.3 million in 2003; $0.3 million in 2004 and $0.4 million, thereafter. These
fixed rate investments are held to maturity and the future cash flows are not
expected to be negatively affected by changes in market interest rates.
The following table presents certain information on the Company's assets and
liabilities which are sensitive to interest rate changes at November 30, 1998:
BOOK
1999 2000 2001 2002 2003 THEREAFTER TOTAL (1) VALUE FAIR VALUE
---- ---- ---- ---- ---- ---------- --------- ------ ----------
(IN THOUSANDS, EXCEPT PERCENTAGES)
Rate Sensitive Assets
Interest earning cash and
cash equivalents $ 84,681 - - - - - 84,681 84,681 84,681
Available-for-sale
investment securities (1) 11,100 35,898 67,369 10,808 10,000 274,028 409,203 300,171 300,171
Weighted average interest
rate (3) 7.7% 7.9% 8.3% 7.5% 7.5% 7.4%
Mortgage loans held for
sale (1) 16,751 54,575 10,497 4,828 - - 86,651 75,729 84,588
Weighted average interest
rate (3) 10.8% 10.2% 11.8% 12.0% - -
Rate Sensitive Liabilities
Variable rate mortgage
loans and other debts
payable (1) 278,622 189,714 128,226 19,085 575 43,851 660,073 660,073 660,073
Weighted average interest
rate (3) 6.8% 6.7% 6.7% 6.5% 6.4% 6.4%
Off balance sheet financial
instruments
Variable-to-fixed interest
rate swap agreements (2) 20,600 7,951 - 16,000 - 21,000 65,551 - (325)
Weighted average interest
rate (3) 6.7% 6.4% - 6.9% - 7.8%
- -----------------
(1) Estimated future cash flows (carrying amounts plus estimated discounts)
using expected maturities.
(2) Notional principal amounts at scheduled maturities.
(3) Weighted average interest rates represent stated rates.
COMPETITION
In virtually all aspects of its activities, the Company competes with a variety
of real estate development companies, real estate investment trusts, investment
firms, investment funds and others. The principal area of competition is for the
purchase of real estate assets and securities at prices which the Company
believes will enable it to achieve its desired returns. As the real estate
industry improved over most of the past several years, the Company encountered
increased competition in several of the markets in which it competes, including
its efforts to purchase certain types of real estate and CMBS, as well as real
estate lending. The Company believes that its access to investment opportunities
through its relationships and presence in markets across the country, its
ability to quickly underwrite and evaluate those opportunities and its expertise
in real estate workout and management helped the Company to compete effectively
in the purchase of those types of assets. In addition, its experience in adding
value to real estate and its top rating as a special
14
servicer to CMBS transactions often attract firms which have access to
attractive investment opportunities but who do not have the Company's skills.
While the fundamentals of the real estate market remained strong, liquidity
concerns created turmoil in the market place during the fourth quarter of 1998
causing a sharp decline in the market prices of real estate related securities.
This caused a number of firms to record significant losses, and led to at least
one major CMBS investor to file under Chapter 11 of the Bankruptcy Code. Since
that time, market prices of real estate securities have stabilized. The Company
was not materially affected by the decline in prices of real estate related
securities because:
o The Company usually acquires real estate related securities for their
long-term yields and to benefit from increases in the values of the
underlying assets (both of which have remained strong), not as short-term
investments. Therefore, temporary fluctuations in market prices of
securities do not affect the Company's net income while it holds the
securities.
o The Company does not originate mortgages for securitization and therefore
was not required to sell them at a loss when the securitization market
weakened.
o The Company had not recognized "gain on sale" non-cash income from retained
residuals of securitized asset pools.
o The Company remained liquid primarily as a result of a diversified debt
structure, longer debt maturities and limited mark-to-market provisions.
Based on the above, the Company believes it was at a competitive advantage and
was able to use the market weakness as an opportunity to make strategic
investments.
Competitive conditions relating to shopping centers, office buildings,
industrial properties, residential apartment buildings and hotels owned or
operated by the Company vary depending on the locations of particular
properties. Most often these facilities compete for tenants or other users based
on their locations, the facilities provided and the pricing of the leases or
room rates. As general economic conditions have improved in 1998 and 1999,
occupancies generally increased in many of the Company's markets, which helped
to reduce the effects of competition on existing properties and has allowed for,
in certain instances, new development.
The Company is not a significant national competitor with regard to any of the
properties it owns.
INVESTMENT COMPANY ACT
The Company intends to conduct its business at all times so as not to become
regulated as an investment company under the Investment Company Act of 1940.
Accordingly, the Company does not expect to be subject to the restrictive
provisions of the Investment Company Act. The Investment Company Act exempts,
among others, entities that are "primarily engaged in the business of purchasing
or otherwise acquiring mortgages and other liens on and interests in real
estate" ("Qualifying Interests"). Under the current interpretation of the staff
of the Securities and Exchange Commission, to qualify for this exemption, the
entity must maintain at least 55% of its assets in Qualifying Interests, and
maintain an additional 25% in Qualifying Interests or other real estate-related
assets. The Company's investments in real estate and mortgage loans generally
constitute Qualifying Interests and the Company believes its investments in
subordinated CMBS constitute Qualifying Interests when it has the right, as
special servicer, to foreclose upon properties which secure loans that back the
CMBS and to take the other actions a servicer may take in connection with
defaulted loans. Analysis of the Company's assets at November 30, 1999 indicated
that (a) more than 55% of its assets were Qualifying Interests, and (b) more
than 80% of its assets were Qualifying Interests and other real estate-related
assets indicating that it qualifies for this exemption. If, however, due to a
change in the Company's assets, or a change in the value of particular assets,
the Company was to become an investment company which is not exempt from the
Investment Company Act, either the Company would have to restructure its assets
so it would not be subject to the Investment Company Act, or the
15
Company would have to change materially the way it conducts its activities.
Either of these changes could require the Company to sell substantial portions
of its assets at a time it might not otherwise want to do so, and the Company
could incur significant losses as a result. Further, in order to avoid becoming
subject to the requirements of the Investment Company Act, the Company may be
required at times to forego investments it would like to make or otherwise to
act in a manner other than that which its management believes would maximize its
earnings.
REGULATION
Commercial properties owned by the Company or partnerships in which it
participates must comply with a variety of state and local regulations relating
to, among other things, zoning, treatment of waste, construction materials which
must be used and some aspects of building design.
In its loan workout activities, the Company sometimes is required to comply with
a number of federal and state laws designed to protect debtors against
overbearing loan collection techniques. However, most laws of this type apply to
consumer level loans (including home mortgages), but do not apply to commercial
loans.
The Company's hotels have to be licensed to conduct various aspects of their
businesses, including sales of alcoholic beverages.
EMPLOYEES
At November 30, 1999, the Company had 482 full time and 10 part time employees,
of whom 10 were senior management, 58 were corporate staff, 269 were engaged in
asset acquisitions, loan workouts and rehabilitation and disposition of
properties and 155 were hotel personnel.
None of the Company's employees is represented by a union. The Company believes
its relationships with its employees are good.
ITEM 2. PROPERTIES.
For information about properties owned by the Company for use in its commercial
activities, see Item 1.
The Company maintains its principal executive offices at 760 Northwest 107th
Avenue, Miami, Florida, in a building which was built and is owned by the
Company. Those offices consist of approximately 17,000 square feet. The Company
has additional offices in various office buildings owned by the Company and it
leases offices in seven other facilities.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not subject to any legal proceedings other than suits in the
ordinary course of its business, most of which are covered by insurance. LNR
believes these suits will not, in aggregate, have a material adverse effect upon
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1999.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
The information required by Item 5 is incorporated by reference from page 53 of
the Company's 1999 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by Item 6 is incorporated by reference on page 25 of
the Company's 1999 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by Item 7 is incorporated by reference from pages 26
through 34 of the Company's 1999 Annual Report to Stockholders.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by Item 7a is included in Item 1 above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Item 8 is incorporated by reference from pages 35
through 53 of the Company's 1999 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information about the Company's directors is incorporated by reference to the
definitive proxy statement, which will be filed with the Securities and Exchange
Commission not later than March 29, 2000 (120 days after the end of the
Company's fiscal year). The following individuals were LNR's executive officers
at the date of this report:
Name/Position Age Year of Election
- ------------- --- ----------------
Stuart A. Miller
Chairman of the Board and Director 42 1997
Steven J. Saiontz
Chief Executive Officer and Director 41 1997
Jeffrey P. Krasnoff
President and Director 44 1997
Shelly Rubin
Vice President and Chief Financial Officer 37 1997
Robert Cherry
Vice President 37 1997
Steven I. Engel
Vice President 53 1997
Mark A. Griffith
Vice President 43 1997
David G. Levin
Vice President 44 1997
Ronald E. Schrager
Vice President 38 1997
David O. Team
Vice President 39 1997
Steven N. Bjerke
Corporate Controller 38 2000
Margaret A. Jordan
Treasurer and Secretary 48 1997
18
Stuart A. Miller is the Company's Chairman of the Board. Mr. Miller became the
Chairman of the Board of LNR when the Company was formed in June 1997. Mr.
Miller has been the President and Chief Executive Officer of Lennar since April
1997. For more than five years prior to April 1997, Mr. Miller was a vice
president of Lennar and held various executive positions with Lennar
subsidiaries, including being the president of its principal homebuilding
subsidiary from December 1991 to April 1997 and the president of its principal
real estate investment and management division (the predecessor to a substantial
portion of the Company's business) from April 1995 to April 1997. Mr. Miller is
currently a Director of Lennar. He is the son of Leonard Miller (co-founder and
Chairman of the Board of Lennar) and the brother-in-law of Steven J. Saiontz.
Steven J. Saiontz is the Company's Chief Executive Officer. Mr. Saiontz became
LNR's Chief Executive Officer and a Director when the Company was formed in June
1997. For more than five years prior to that, he was the president of Lennar
Financial Services, Inc., a wholly-owned subsidiary of Lennar. Mr. Saiontz is
currently a Director of Lennar. He is the brother-in-law of Stuart A. Miller and
the son-in-law of Leonard Miller.
Jeffrey P. Krasnoff is the Company's President. Mr. Krasnoff became LNR's
President when the Company was formed in June 1997 and became a Director in
December 1997. From 1987 until June 1997, he was a vice president of Lennar.
From 1990 until he became the President of LNR, Mr. Krasnoff was involved almost
entirely in Lennar's real estate investment and management division (the
predecessor to a substantial portion of the Company's business).
Shelly Rubin is a Vice President and the Chief Financial Officer of LNR. She
became a Vice President and Chief Financial Officer when the Company was formed
in June 1997. From May 1994 until June 1997, she was the principal financial
officer of Lennar's real estate investment and management division (the
predecessor to a substantial portion of the Company's business). From 1991 until
May 1994, Ms. Rubin was employed by Burger King Corporation as the controller
for its real estate division.
Robert Cherry is a Vice President of LNR, responsible for sourcing and
evaluating new investment opportunities. From March 1995 until October 1997, Mr.
Cherry had similar responsibilities for LNR and Lennar's real estate investment
and management division (the predecessor to a substantial portion of the
Company's business). From March 1994 until February 1995, he was a vice
president of G. Soros Realty Advisors/Quantum North America Realty Fund. Prior
to that he held analyst positions with various entities including Moody's
Investor Service and Sullivan & Cromwell.
Steven I. Engel is a Vice President of LNR, responsible for managing the Japan
office. From 1992 until 1997, Mr. Engel primarily was responsible for the
special servicing of the CMBS portfolio for LNR and Lennar's real estate
investment and management division (the predecessor to a substantial portion of
the Company's business). From 1987 to 1992, Mr. Engel was a real estate
developer and attorney.
Mark A. Griffith is a Vice President, responsible for managing LNR's Eastern
Regional Division. From February 1990 until October 1997, Mr. Griffith had
similar responsibilities for Lennar's real estate investment and management
division (the predecessor to a substantial portion of the Company's business).
David G. Levin is a Vice President, responsible for sourcing and evaluating new
investment opportunities. From February 1992 until early 1997, Mr. Levin was
responsible for managing the Miami Division of Lennar's real estate investment
and management division (the predecessor to a substantial portion of the
Company's business), which was at that time primarily focused on partnerships
with the Morgan Stanley Real Estate Fund. Prior to that he had various positions
with commercial real estate firms including managing director of Bear Stearns
Real Estate Group.
19
Ronald E. Schrager is a Vice President, responsible for managing the Miami
Division of LNR, which is primarily focused on CMBS/special servicing. Since
August 1992, he held several positions in Lennar's real estate investment and
management division (the predecessor to a substantial portion of the Company's
business), managing various areas. Prior to that he served as a vice president
of Chemical Bank's Real Estate Finance Group.
David O. Team is a Vice President, responsible for the Company's Western
Regional Division. From April 1996 until October 1997, Mr. Team had similar
responsibilities for Lennar's real estate investment and management division
(the predecessor to a substantial portion of the Company's business). From 1994
to 1996, Mr. Team was the owner and president of Windward Realty Group, a real
estate development firm. From 1992 to 1993, he was a senior vice president with
American Real Estate Group.
Steven N. Bjerke is the Company's Controller. He assumed this position in
January 2000. Mr. Bjerke joined LNR in April 1999 as Vice President of Strategic
Planning. From February 1990 to March 1999, Mr. Bjerke was employed by Ryder
System, Inc., where he held various positions in the accounting and finance
functions, most recently as group director of planning for Ryder's truck leasing
and rental division.
Margaret A. Jordan is the Company's Treasurer and Secretary. She became the
Secretary of LNR in January 2000. Ms. Jordan has been the Treasurer of LNR since
joining the Company in September 1997. From February 1993 to August 1997, Ms.
Jordan worked as an independent contractor and financial consultant to real
estate businesses. From June 1987 to January 1993, Ms. Jordan was employed by
Atlantic Gulf Communities Corporation, serving as assistant treasurer and then
senior vice president and treasurer.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated by reference from pages 8
through 12 of the Company's 2000 Proxy Statement, which will be filed with the
Securities and Exchange Commission not later than March 29, 2000 (120 days after
the end of the Company's fiscal year).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated by reference from pages 4
through 5 of the Company's 2000 Proxy Statement, which will be filed with the
Securities and Exchange Commission not later than March 29, 2000 (120 days after
the end of the Company's fiscal year).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 is incorporated by reference from pages 9
through 10 of the Company's 2000 Proxy Statement, which will be filed with the
Securities and Exchange Commission not later than March 29, 2000 (120 days after
the end of the Company's fiscal year).
20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) 1. Financial Statements
Items A through E are incorporated by reference from
pages 35 through 53 of the Company's 1999 Annual Report
to Stockholders.
Combined financial statements of Lennar Land Partners
and Lennar Land Partners II as of November 30, 1999 and
1998 and for the years ended November 30, 1999 and 1998
and the period October 31, 1997 (Inception) to
November 30, 1997. F-1
2. Consolidated Financial Statement Schedules
Report of Independent Auditors F-13
Schedule II - Valuation and Qualifying Accounts F-14
Schedule III - Real Estate and Accumulated Depreciation F-15
Schedule IV - Mortgage Loans on Real Estate F-16
(B) 1. Report on Form 8-K
NONE
(C) 1. Index to Exhibits
3.1 Certificate of Incorporation and amendment.*
3.2 By-laws.*
10.1 Separation and Distribution Agreement between the Company and
Lennar Corporation, dated June 10, 1997.*
10.2 LNR Property Corporation Employee Stock Ownership/401(k)
Plan.*
10.3 Shared Facilities Agreement between LNR Property Corporation
and Lennar Corporation.*
21
10.4 Partnership Agreement by and between Lennar Land Partners Sub,
Inc. and LNR Land Partners Sub, Inc.*
10.5 Revolving Credit Agreement dated as of December 5, 1997, among
LNR Property Corporation and certain subsidiaries and Bank of
America National Trust and Savings Association, as lender and
agent.*
10.6 Master Repurchase Agreement dated as of December 8, 1997,
between LNR Sands Holdings, Inc. and Goldman Sachs Mortgage
Company.*
10.7 Reverse Repurchase Agreement dated as of October 21, 1997,
between DLJ Mortgage Capital, Inc. and LNR Property
Corporation, Lennar Capital Services, Inc., Nevada Securities
Holdings, Inc., Lennar Securities Holdings, Inc., Lennar MBS,
Inc. and LFS Asset Corp.*
10.8 Amended and Restated Credit Agreement dated as of October 31,
1997, between Lennar Capital Services, Inc. and Lennar MBS,
Inc. as borrowers and Nationsbank of Texas, N.A. as lender.*
10.9 Credit Agreement among Lennar Land Partners as borrower, and
the First National Bank of Chicago, et al.*
10.10 Revolving Credit Agreement dated as of November 6, 1997, by
and between Lennar Capital Services, Inc. and The Bank of New
York.*
10.11 Reverse Repurchase Agreement dated as of June 7, 1996, between
CS First Boston (Hong Kong) Limited and Lennar Financial
Services, Lennar MBS, Inc., Lennar Securities Holdings, Inc.,
and LFS Asset Corp.*
10.12 Credit Agreement dated as of May 15, 1998, between LNR Florida
Funding, Inc., and German American Capital Corporation.*
10.13 Amended and Restated Credit Agreement dated as of October 4,
1999, by and between LNR Florida Funding, Inc., and German
American Capital Corporation.
10.14 LNR Property Corporation Savings Plan.
10.15 Partnership Agreement by and between Lennar Land Partners Sub
II, Inc. and LNR Land Partners Sub II, Inc.
11.1 Statement Regarding Computation of Earnings Per Share.
13.1 Pages 25 through 53 of the 1999 Annual Report to Stockholders.
21.1 List of subsidiaries.
27.1 Financial Data Schedule.
- ----------------------
* Previously filed.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LNR PROPERTY CORPORATION
/s/ STEVEN J. SAIONTZ February 25, 2000
- ---------------------------------------
Steven J. Saiontz
Chief Executive Officer and Director
(Principal 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 Company
and in the capacities and on the dates indicated:
Signature and Title Date
------------------- ----
/s/ STUART A. MILLER February 25, 2000
- ---------------------------------------
Stuart A. Miller
Chairman of the Board and Director
/s/ STEVEN J. SAIONTZ February 25, 2000
- ---------------------------------------
Steven J. Saiontz
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ JEFFREY P. KRASNOFF February 25, 2000
- ---------------------------------------
Jeffrey P. Krasnoff
President and Director
/s/ SHELLY RUBIN February 25, 2000
- ---------------------------------------
Shelly Rubin
Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ STEVEN N. BJERKE February 25, 2000
- ---------------------------------------
Steven N. Bjerke
Corporate Controller (Principal
Accounting Officer)
/s/ LEONARD MILLER February 25, 2000
- ---------------------------------------
Leonard Miller
Director
23
/s/ SUE M. COBB February 25, 2000
- ---------------------------------------
Sue M. Cobb
Director
/s/ CARLOS M. DE LA CRUZ February 25, 2000
- ---------------------------------------
Carlos M. de la Cruz
Director
/s/ BRIAN L. BILZIN February 25, 2000
- ---------------------------------------
Brian L. Bilzin
Director
24
REPORT OF INDEPENDENT AUDITORS
To the Partners of Lennar Land Partners and Lennar Land Partners II:
We have audited the accompanying combined balance sheets of Lennar Land Partners
and Lennar Land Partners II, all of which are under common ownership and common
management, (collectively, the "Partnerships") as of November 30, 1999 and 1998,
and the related combined statements of operations, cash flows and partners'
capital for the years ended November 30, 1999 and 1998 and the period from
inception (October 31, 1997) to November 30, 1997. These combined financial
statements are the responsibility of the Partnerships' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Lennar Land Partners
and Lennar Land Partners II at November 30, 1999 and 1998, and the combined
results of their operations and their combined cash flows for the years ended
November 30, 1999 and 1998 and the period from inception (October 31, 1997) to
November 30, 1997 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
January 11, 2000
F-1
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
COMBINED BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
1999 1998
------------ ------------
ASSETS
Cash and cash equivalents $ 48,141,744 15,375,848
Restricted cash 90,000,000 --
Land held for development and sale 271,802,950 237,453,597
Operating properties and equipment, net 17,635,188 17,411,365
Investments in partnerships 25,498,018 53,099,206
Other assets 20,627,032 16,015,903
------------ ------------
$473,704,932 339,355,919
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 24,074,551 39,102,399
Due to affiliate 555,064 1,108,192
Negative goodwill -- 1,351,112
Mortgage notes and other debts payable 219,209,559 98,488,166
------------ ------------
Total liabilities 243,839,174 140,049,869
Partners' capital 229,865,758 199,306,050
------------ ------------
$473,704,932 339,355,919
============ ============
See accompanying notes to combined financial statements.
F-2
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 AND THE PERIOD
FROM INCEPTION (OCTOBER 31, 1997) TO NOVEMBER 30, 1997
1999 1998 1997
------------ ----------- ---------
REVENUES
Land sales:
Affiliate lot sales $109,327,044 90,716,843 3,176,176
Third party lot sales 91,212,830 94,197,102 4,031,488
Third party acreage sales 17,965,220 39,454,724 424,682
------------ ----------- ---------
Total land sales 218,505,094 224,368,669 7,632,346
Equity in earnings of partnerships 18,160,134 29,190,882 779,758
Club operations 3,027,448 2,158,698 143,900
Amortization of negative goodwill 1,351,112 9,502,911 232,131
Other 10,409,582 5,305,849 358,698
------------ ----------- ---------
Total revenues 251,453,370 270,527,009 9,146,833
------------ ----------- ---------
COSTS AND EXPENSES
Cost of land sales:
Affiliate lot sales 77,415,895 66,426,824 2,547,610
Third party lot sales 77,552,825 68,606,945 3,513,643
Third party acreage sales 11,265,515 25,383,793 403,649
------------ ----------- ---------
Total cost of land sales 166,234,235 160,417,562 6,464,902
Selling, general and administrative 13,012,117 12,534,503 1,460,440
Management fees paid to affiliate 6,000,000 6,000,000 500,000
Club operations 3,061,932 2,333,494 162,715
------------ ----------- ---------
Total costs and expenses 188,308,284 181,285,559 8,588,057
------------ ----------- ---------
NET INCOME $ 63,145,086 89,241,450 558,776
============ =========== =========
See accompanying notes to combined financial statements.
F-3
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 AND THE PERIOD
FROM INCEPTION (OCTOBER 31, 1997) TO NOVEMBER 30, 1997
1999 1998 1997
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 63,145,086 89,241,450 558,776
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization, net (970,692) (7,763,691) (143,824)
Equity in earnings of partnerships (18,160,134) (29,190,882) (779,758)
Changes in assets and liabilities:
Decrease in land held for development and sale 56,675,913 72,240,180 1,229,125
(Increase) decrease in other assets 2,271,709 (5,876,994) (4,229,306)
Increase (decrease) in accounts payable and other liabilities (17,620,010) 18,590,441 3,610,303
Increase (decrease) in due to affiliate (553,128) (7,816,078) 8,924,270
------------- ------------- -------------
Net cash provided by operating activities 84,788,744 129,424,426 9,169,586
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of operating properties and equipment (1,460,753) (464,637) (90,578)
Investments in partnerships (50,847,716) (27,789,507) --
Distributions from partnerships 49,055,656 39,314,754 5,000,000
------------- ------------- -------------
Net cash provided by (used in) investing activities (3,252,813) 11,060,610 4,909,422
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under revolving note payable (9,070,153) 3,356,498 5,821,411
Mortgage notes and other debts payable:
Proceeds from borrowings 117,643,531 4,448,103 100,151,043
Principal payments (34,758,035) (63,131,658) (6,490,608)
Increase in restricted cash (90,000,000) -- --
Partnership formation - cash contributed by partners -- -- 757,015
Contributions received from partners -- 8,900,000 --
Distributions to partners (32,585,378) (84,000,000) (109,000,000)
------------- ------------- -------------
Net cash used in financing activities (48,770,035) (130,427,057) (8,761,139)
------------- ------------- -------------
Net increase in cash and cash equivalents 32,765,896 10,057,979 5,317,869
Cash and cash equivalents at beginning of period 15,375,848 5,317,869 --
------------- ------------- -------------
Cash and cash equivalents at end of period $ 48,141,744 15,375,848 5,317,869
============= ============= =============
Supplemental disclosures of non-cash investing
and financing activities:
Partnership formation - assets contributed by partners $ -- -- 375,751,013
Partnership formation - liabilities assumed by partners $ -- -- 82,145,189
Contribution of land to partnerships $ -- 18,125,732 --
Consolidation of entity previously accounted for under
the equity method - assets and liabilities recorded:
Land held for development and sale $ 83,132,482 -- --
Mortgage notes and other debts payable (39,000,000) -- --
Other, net (2,387,513) -- --
Investments in partnerships (41,744,969) -- --
------------- ------------- -------------
$ -- -- --
============= ============= =============
See accompanying notes to combined financial statements.
F-4
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
COMBINED STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 AND THE PERIOD
FROM INCEPTION (OCTOBER 31, 1997) TO NOVEMBER 30, 1997
LENNAR LAND LNR LAND
PARTNERS SUB, INC. PARTNERS SUB, INC.
AND LENNAR AND LNR
LAND PARTNERS LAND PARTNERS
SUB II, INC. SUB II, INC. TOTAL
------------- ----------- ------------
Initial capitalization $ 146,802,912 146,802,912 293,605,824
Distributions (54,500,000) (54,500,000) (109,000,000)
Net income 279,388 279,388 558,776
------------- ----------- ------------
Balance at November 30, 1997 92,582,300 92,582,300 185,164,600
Contributions 4,450,000 4,450,000 8,900,000
Distributions (42,000,000) (42,000,000) (84,000,000)
Net income 44,620,725 44,620,725 89,241,450
------------- ----------- ------------
Balance at November 30, 1998 99,653,025 99,653,025 199,306,050
Distributions (16,292,689) (16,292,689) (32,585,378)
Net income 31,572,543 31,572,543 63,145,086
------------- ----------- ------------
Balance at November 30, 1999 $ 114,932,879 114,932,879 229,865,758
============= =========== ============
See accompanying notes to combined financial statements.
F-5
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF ORGANIZATION AND OPERATIONS
Lennar Land Partners ("LLP") is a Florida general partnership which was formed
at the close of business on October 31, 1997 through the contribution of assets
and related liabilities by Lennar Land Partners Sub, Inc. ("Lennar Sub I"), a
wholly-owned subsidiary of Lennar Corporation ("Lennar"), and LNR Land Partners
Sub, Inc. ("LNR Sub I"), a wholly-owned subsidiary of LNR Property Corporation
("LNR"). All amounts were recorded by LLP at the carrying value of the partners.
Lennar Sub I and LNR Sub I each received 50% partnership interests in LLP.
In July 1999, certain assets and liabilities of LLP were contributed at net book
value to a second general partnership, Lennar Land Partners II ("LLP II").
Lennar, through Lennar Land Partners Sub II, Inc. ("Lennar Sub II"), and LNR,
through LNR Land Partners Sub II, Inc. ("LNR Sub II"), each received 50%
partnership interests in LLP II.
Lennar Sub I is the managing general partner of LLP and Lennar Sub II is the
managing general partner of LLP II.
LLP and LLP II (the "Partnerships") are under common ownership and management
and are engaged in the acquisition, development and sale of land. Additionally,
the Partnerships own and operate recreational facilities in several of the
communities they develop. The Partnerships also invest in partnerships (and
similar entities) which acquire, develop and sell land and, in certain
instances, also build and sell homes.
BASIS OF COMBINATION
The accompanying combined financial statements include the accounts of the
Partnerships, their wholly-owned subsidiaries and partnerships (and similar
entities) in which a controlling interest is held. The Partnerships' investments
in partnerships (and similar entities) in which less than a controlling interest
is held are accounted for by the equity method. All significant intercompany
transactions and balances have been eliminated.
In 1999, the Partnerships obtained a controlling interest in one of its
partnerships which was being accounted for by the equity method. At such time,
the Partnerships began consolidating the assets and liabilities of the entity.
The effect on the Combined Balance Sheets of consolidating this entity is
included in the Combined Statements of Cash Flows under Supplemental Disclosures
of Non-Cash Investing and Financing Activities.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
F-6
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenues from land sales are recognized when a significant down payment is
received, the earnings process is complete and the collection of any remaining
receivables is reasonably assured.
CASH AND CASH EQUIVALENTS
The Partnerships consider all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
LAND HELD FOR DEVELOPMENT AND SALE
The cost of land held for development and sale includes direct and indirect
costs, capitalized interest and property taxes. The cost of land, major
infrastructure, amenities and other common costs are apportioned among the
parcels within a real estate community. Land is carried at cost, unless the land
within a community is determined to be impaired, in which case the impaired land
will be written down to fair value. Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," requires that long-lived assets be evaluated for
impairment based on undiscounted future cash flows of the assets. Write-downs of
land deemed to be impaired will be recorded as adjustments to the cost basis of
the respective land. As of November 30, 1999 and 1998, there were no assets
considered impaired under the provisions of this statement.
INTEREST AND REAL ESTATE TAXES
Interest and real estate taxes attributable to land and operating properties are
capitalized and added to the cost of those properties as long as the properties
are being actively developed. During 1999, 1998 and 1997, interest costs of
$6,585,214, $10,283,403 and $999,631, respectively, were incurred and
$6,328,383, $10,283,403 and $999,631, respectively, were capitalized.
OPERATING PROPERTIES AND EQUIPMENT
Operating properties and equipment are recorded at cost. Depreciation is
calculated to amortize the cost of depreciable assets over their estimated
useful lives using the straight-line method. The estimated useful life for
operating properties is 39 years and for equipment is 2 to 20 years.
F-7
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NEGATIVE GOODWILL
At the formation of LLP, certain assets and the related negative goodwill were
contributed. The negative goodwill was amortized over the lives of the assets
acquired that gave rise to the negative goodwill. No negative goodwill remained
at November 30, 1999.
INCOME TAXES
No provision for income taxes has been included in the combined financial
statements for the Partnerships since the payment of such taxes is the
obligation of the partners.
2. LAND HELD FOR DEVELOPMENT AND SALE
Land held for development and sale consists of individual lots and land parcels
for sale to homebuilders, including Lennar. These properties are located in
Florida, California, Texas and Arizona. Land parcels are in various stages of
development as of November 30, 1999 and 1998.
3. OPERATING PROPERTIES AND EQUIPMENT
Operating properties and equipment at November 30, 1999 and 1998 consisted of
the following:
1999 1998
------------ ------------
Community recreational facilities $ 14,823,419 14,805,335
Sales center 1,890,549 726,526
------------ ------------
Total land and buildings 16,713,968 15,531,861
Furniture, fixtures and equipment 3,259,254 2,991,823
------------ ------------
19,973,222 18,523,684
Accumulated depreciation (2,338,034) (1,112,319)
------------ ------------
$ 17,635,188 17,411,365
============ ============
F-8
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS IN PARTNERSHIPS
Summarized financial information on a combined 100% basis related to the
Partnerships' significant partnerships and similar entities accounted for by the
equity method as of November 30, 1999 and 1998 and for the years ended November
30, 1999 and 1998 and the period from inception (October 31, 1997) to November
30, 1997 was as follows:
1999 1998
------------ ------------
ASSETS:
Cash $ 4,583,899 38,027,581
Real estate inventories 126,322,905 176,012,698
Other assets 2,595,562 5,812,413
------------ ------------
$133,502,366 219,852,692
============ ============
LIABILITIES AND EQUITY:
Accounts payable and other liabilities $ 29,861,086 41,388,747
Notes and mortgages payable 39,174,379 71,842,534
Equity of:
The Partnerships 25,832,402 53,790,256
Others 38,634,499 52,831,155
------------ ------------
$133,502,366 219,852,692
============ ============
1999 1998 1997
------------ ------------ ------------
Revenues $210,032,897 206,294,488 5,082,352
Costs and expenses 171,286,026 140,533,692 3,498,977
------------ ------------ ------------
Earnings of partnerships $ 38,746,871 65,760,796 1,583,375
============ ============ ============
The Partnerships' share of earnings $ 18,160,134 29,190,882 779,758
============ ============ ============
At November 30, 1999 and 1998, the Partnerships' equity interests in these
partnerships ranged from 33% to 50%. These partnerships are primarily involved
in the acquisition, development and sale of residential land. The Partnerships
share in the profits and losses of these partnerships and, when appointed the
manager of the partnerships, receive fees for the management of the assets. The
outstanding debt of these partnerships is not guaranteed by the Partnerships.
However, Lennar and LNR guarantee the debt of one of the partnerships (see Notes
6 and 7).
F-9
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
5. ACCOUNTS PAYABLE AND OTHER LIABILITIES
Accounts payable and other liabilities at November 30, 1999 and 1998 consisted
of the following:
1999 1998
----------- -----------
Accounts payable $12,729,777 7,916,424
Land sales deposits 366,265 17,921,730
Deferred income 880,533 3,235,288
Accrued property taxes 2,791,743 2,876,913
Other liabilities 7,306,233 7,152,044
----------- -----------
$24,074,551 39,102,399
=========== ===========
6. MORTGAGE NOTES AND OTHER DEBTS PAYABLE
Mortgage notes and other debts payable at November 30, 1999 and 1998 consisted
of the following:
1999 1998
------------ ------------
Term loan note with a floating interest rate (5.9%
at November 30, 1999), collateralized by cash,
due in 2000 $ 90,000,000 --
Mortgage notes on land, with interest rates ranging
from 0% to 7.3%, secured by certain real estate,
due through 2001 69,798,081 21,296,915
Term loan note with a floating interest rate (6.5%
at November 30, 1999), secured by certain real estate,
due in 2001 43,167,199 68,013,342
Revolving credit note payable with a floating interest
rate (6.5% at November 30, 1999), secured by
certain real estate, due in 2001 107,756 9,177,909
Unsecured note payable, 0% interest, due in 2000 16,136,523 --
------------ ------------
$219,209,559 98,488,166
============ ============
F-10
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
6. MORTGAGE NOTES AND OTHER DEBTS PAYABLE (CONTINUED)
In 1999, LLP obtained a $90,000,000 term loan due 2000, which is collateralized
by a $90,000,000 deposit with the financial institution that issued the loan.
This loan is guaranteed by Lennar.
During 1997, LLP entered into two secured credit facilities (together the "Land
Facilities") in the aggregate amount of $225,000,000 which may be used to
refinance existing indebtedness, for working capital, for acquisitions, for
interest payments and for general partnership purposes. In 1999, LLP II became a
co-borrower under these facilities. One facility is structured as a $125,000,000
revolving credit facility (the "revolving credit note") which will mature in
November 2001, subject to a one-year extension at the request of the
Partnerships and with the consent of the lenders. The second facility is a
$100,000,000 term loan facility (the "term loan note") which amortizes in equal
quarterly amounts of $7,000,000 and matures in November 2001. Advances under the
Land Facilities are limited by certain borrowing base calculations, and are
secured by security interests in all real and personal property in the borrowing
base. Both Lennar and LNR guarantee these obligations. The weighted average
interest rate under the Land Facilities is tied to the London Interbank Offered
Rate (LIBOR) and was 6.5% at November 30, 1999 and 1998.
The minimum aggregate principal maturities of mortgage notes and other debts
payable subsequent to November 30, 1999 are as follows: 2000 - $194,921,190 and
2001 - $24,288,369.
7. RELATED PARTY TRANSACTIONS
Lennar is paid a monthly fee for managing the day-to-day operations of the
Partnerships. As manager, Lennar is also entitled to reimbursement for all
out-of-pocket expenses directly incurred in its capacity as manager (the "Direct
Expenses") including, but not limited to, costs and expenses of employees
(salary, bonus and benefits), contractors, agents, professional fees, telephone,
travel, productions and reproductions of documents and postage. In addition to
the Direct Expenses, Lennar will share some of its employees, contractors,
agents, facilities and equipment and other expenses with the Partnerships (the
"Indirect Expenses"). The reimbursement for the Indirect Expenses is $500,000
per month which is reflected as management fees paid to affiliate in the
combined statements of operations. The Partnerships reimbursed Lennar
$1,534,164, $1,683,251 and $153,905 for Direct Expenses in 1999, 1998 and 1997,
respectively, and $6,000,000, $6,000,000 and $500,000 for Indirect Expenses in
1999, 1998 and 1997, respectively.
The Partnerships, in the ordinary course of business, sell land to Lennar.
During 1999, these land sales amounted to $109,327,044 in revenues and generated
gains totaling $31,911,149. During 1998, these land sales amounted to
$90,716,843 in revenues and generated gains totaling $24,290,019. During 1997,
these land sales amounted to $3,176,176 in revenues and generated gains totaling
$628,566.
F-11
LENNAR LAND PARTNERS
AND LENNAR LAND PARTNERS II
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
7. RELATED PARTY TRANSACTIONS (CONTINUED)
At November 30, 1999, Lennar and LNR guaranteed $186,674,955 of the
Partnerships' debt and $24,793,345 of the debt of one of the Partnerships'
partnerships. During 1999 and 1998, the Partnerships paid the partners guarantee
fees totaling $283,721 and $632,004, respectively. During 1999, the Partnerships
entered into a transaction with Lennar that was accounted for under generally
accepted accounting principles as a nonmonetary exchange of similar assets. The
net assets received in the transaction were recorded by the Partnerships at the
net book value of the assets given up of $42,173,384.
Lennar funds the deficits of the community recreational facilities of the
Partnerships' non-master planned communities. During 1999, 1998 and 1997, the
Partnerships received deficit funding from Lennar of $521,198, $1,144,890 and
$115,993, respectively.
At November 30, 1999 and 1998, the Partnerships owed Lennar $555,064 and
$1,108,192, respectively, for advances, Indirect Expenses and Direct Expenses.
8. COMMITMENTS AND CONTINGENT LIABILITIES
The Partnerships are 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.
Through an arrangement with Lennar as managing partner, the Partnerships are
committed, under various letters of credits, to perform certain development
activities and provide certain guarantees in the normal course of business.
Outstanding letters of credit under this arrangement totaled $34,300,000 at
November 30, 1999.
F-12
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
Of LNR Property Corporation:
We have audited the consolidated financial statements of LNR Property
Corporation (the "Company") as of November 30, 1999 and 1998, and for each of
the three years in the period ended November 30, 1999, and have issued our
report thereon dated January 20, 2000; such report is included elsewhere in this
Form 10-K. Our audits also included the financial statement schedules of LNR
Property Corporation, listed in Item 14. These financial statement schedules are
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
January 20, 2000
F-13
LNR PROPERTY CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED NOVEMBER 30, 1999, 1998, AND 1997
ADDITIONS
---------------------
CHARGED CHARGED
TO COSTS (CREDITED)
BEGINNING AND TO OTHER ENDING
DESCRIPTION BALANCE EXPENSES ACCOUNTS (DEDUCTIONS) BALANCE
- ----------- ----------- -------- -------- ----------- -----------
Year ended November 30, 1999
Allowances deducted from assets to which they
apply:
Allowances for doubtful accounts and notes
receivable $ 117,000 662,000 153,000 (335,000) 597,000
=========== ======= ======== =========== ===========
Deferred income and unamortized discounts $ 6,451,000 -- -- (1,091,000)(A) 5,360,000
=========== ======= ======== =========== ===========
Loan loss reserve $ 2,948,000 -- -- (910,000) 2,038,000
=========== ======= ======== =========== ===========
Year ended November 30, 1998
Allowances deducted from assets to which they
apply:
Allowances for doubtful accounts and notes
receivable $ 703,000 278,000 -- (864,000) 117,000
=========== ======= ======== =========== ===========
Deferred income and unamortized discounts $ 6,706,000 -- 773,000 (1,028,000)(A) 6,451,000
=========== ======= ======== =========== ===========
Loan loss reserve $ 2,038,000 910,000 -- -- 2,948,000
=========== ======= ======== =========== ===========
Year ended November 30, 1997
Allowances deducted from assets to which they
apply:
Allowances for doubtful accounts and notes
receivable $ 938,000 467,000 (702,000) -- 703,000
=========== ======= ======== =========== ===========
Deferred income and unamortized discounts $10,851,000 -- 235,000 (4,380,000)(B) 6,706,000
=========== ======= ======== =========== ===========
Loan loss reserve $ 2,071,000 -- -- (33,000) 2,038,000
=========== ======= ======== =========== ===========
Valuation allowance $ 2,908,000 -- -- (2,908,000)(B) --
=========== ======= ======== =========== ===========
Notes:
(A) Includes amortization of discounts.
(B) Includes transfers to Lennar Corporation of approximately $4.2 million and
amortization of discount and other.
F-14
LNR PROPERTY CORPORATION AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (D)(E)
YEAR ENDED NOVEMBER 30, 1999
COSTS
CAPITALIZED
INITIAL COST SUBSEQUENT TO
TO COMPANY ACQUISITION
--------------------------- --------------------------
BUILDING AND IMPROVE- CARRYING
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS MENTS COSTS
- ----------- ------------- ----------- ------------ ----------- ----------
Rental
office
property -
GA $ -- 5,237,000 20,020,000 26,726,000 2,525,000
Other
miscellaneous
properties
which are
individually
less than 5%
of total 567,001,000 186,121,000 297,740,000 465,810,000 9,503,000
------------- ----------- ----------- ----------- ----------
$ 567,001,000 191,358,000 317,760,000 492,536,000 12,028,000
============= =========== =========== =========== ==========
GROSS AMOUNT
AT WHICH DATE OF
CARRIED AT ACCUMULATED COMPLETION OF DATE
CLOSE OF PERIOD DEPRECIATION (B) CONSTRUCTION ACQUIRED
----------------------------------------- ---------------- ------------- --------
DESCRIPTION LAND(A) BUILDINGS(A) TOTAL (C)
- ----------- ----------- ------------ -------------
Rental
office
property -
GA 5,237,000 49,271,000 54,508,000 1,423,000 1999 1996
Other
miscellaneous
properties
which are
individually
less than 5%
of total 186,121,000 773,053,000 959,174,000 40,716,000 Various Various
----------- ----------- ------------- ----------
191,358,000 822,324,000 1,013,682,000 42,139,000
=========== =========== ============= ==========
Notes:
(A) Includes related improvements and capitalized carrying costs.
(B) Depreciation is calculated using the straight-line method over the
estimated useful lives which vary from 15 to 30 years.
(C) The aggregate gross cost of the listed property for Federal income tax
purposes was $865,609,000 at November 30, 1999.
(D) The listed real estate includes operating properties completed or under
construction.
(E) Reference is made to Notes 1, 6 and 8 of the consolidated financial
statements.
(F) The changes in the total cost of real estate properties and accumulated
depreciation for the three years ended November 30, 1999 are as follows
(in thousands):
Cost: 1999 1998 1997
----------- ------- -------
Balance at beginning of year $ 746,748 257,376 234,010
Additions, at cost 446,922 501,075 76,921
Cost of real estate sold (169,642) (27,187) (55,381)
Transfers (10,346) 15,484 1,826
----------- ------- -------
Balance at end of year $ 1,013,682 746,748 257,376
=========== ======= =======
Accumulated depreciation:
Balance at beginning of year $ 39,943 31,904 31,971
Depreciation and amortization charged against earnings 24,637 12,283 5,195
Depreciation on real estate sold (22,441) (4,244) (5,262)
----------- ------- -------
Balance at end of year $ 42,139 39,943 31,904
=========== ======= =======
F-15
LNR PROPERTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
NOVEMBER 30, 1999
PRINCIPAL
AMOUNT
OF LOANS
SUBJECT TO
CARRYING DELINQUENT
FINAL PERIODIC FACE AMOUNT OF PRINCIPAL
INTEREST MATURITY PAYMENT PRIOR AMOUNT OF MORTGAGES OR
DESCRIPTION RATE DATE TERMS LIENS MORTGAGES (A)(B)(C) INTEREST
- ------------------------------------- ------------ --------- --------------- ------- ------------- ----------- ----------
First mortgage notes secured
by real estate and other:
Convention center - NV Libor + 300 2000 Interest Only $ 45,000,000 45,000,000
Mixed use - MA Libor + 650 2002 Interest Only 35,200,000 35,200,000
Office building - TX Libor + 625 2002 Interest Only 21,000,000 21,000,000
Office building - CA 7.50% 2003 Varying Payment 16,480,000 13,035,000
Multi-family - CA Libor + 625 2003 Interest Only 11,040,000 11,040,000
Mixed use - MA Libor + 600 2000 Interest Only 8,000,000 8,000,000
Other 5.89%-15.00% 2000-2011 Various 6,266,000 4,351,000
------------- ----------- ----------
142,986,000 137,626,000 --
Second mortgage notes secured by real
estate:
Residential Development - CA 12.00% 2002 Varying Payment 7,109,000 7,109,000
Residential Development - CA 10.00% 2001 Varying Payment 2,670,000 2,670,000
Residential Development - CA 12.00% 2001 Varying Payment 2,326,000 2,326,000
Industrial Development - CA 25.00% 2000 Varying Payment 1,680,000 1,680,000
Residential Development - NV 20.00% 2000 Varying Payment 1,525,000 1,525,000
Residential Development - CA 12.00% 2001 Varying Payment 1,330,000 1,330,000
Residential Development - CA 20.00% 2000 Varying Payment 599,000 599,000
------------- ----------- ----------
17,239,000 17,239,000 --
------------- ----------- ----------
160,225,000 154,865,000
Loan Loss Reserve (2,038,000)
------------- ----------- ----------
$ 160,225,000 152,827,000 --
============= =========== ==========
Notes:
(A) For Federal income tax purposes, the aggregate basis of the listed
mortgages was $160,284,000 at November 30, 1999.
(B) Carrying amounts are net of unamortized discounts.
(C) The changes in the carrying amounts of mortgages for the years ended
November 30, 1999, 1998 and 1997 are as follows:
1999 1998 1997
------------- ------------- -------------
Balance at beginning of year $ 97,855,000 86,849,000 64,441,000
Additions (deductions):
New mortgage loans, net 83,901,000 137,242,000 67,319,000
Collections of principal (30,885,000) (126,432,000) (20,085,000)
Transfers to Lennar Corporation -- -- (24,918,000)
Amortization of discount 1,091,000 1,106,000 92,000
Change in loan loss reserve 910,000 (910,000) --
Other (45,000) -- --
------------- ------------- -------------
Balance at end of year $ 152,827,000 97,855,000 86,849,000
============= ============= =============
F-16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.13 Amended and Restated Credit Agreement dated as of October 4, 1999,
between LNR Florida Funding, Inc., and German American Capital
Corporation.
10.14 LNR Property Corporation Savings Plan.
10.15 Partnership Agreement by and between Lennar Land Partners Sub II, Inc.
and LNR Land Partners Sub II, Inc.
11.1 Statement Regarding Computation of Earnings Per Share.
13.1 Pages 25 through 53 of the 1999 Annual Report to Stockholders.
21.1 List of subsidiaries.
27.1 Financial Data Schedule.