SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 31, 1997
LNR PROPERTY CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 1-13223 65-0777234
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
760 Northwest 107th Avenue
Miami, Florida 33172
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(305) 485-2000
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information
(1) Introduction to LNR Property Corporation Unaudited Pro Forma Combined
Financial Information
(2) LNR Property Corporation Unaudited Pro Forma Combined Balance Sheet
as of August 31, 1997
(3) LNR Property Corporation Unaudited Pro Forma Combined Statement of
Earnings for the nine nonths ended August 31, 1997
(4) Notes to LNR Property Corporation Unaudited Pro Forma Combined Financial
Information
<PAGE>
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined balance sheet of LNR
Property Corporation ("LNR" and together with its subsidiaries, the "Company")
as of August 31, 1997 and the unaudited pro forma combined statement of earnings
for the nine months ended August 31, 1997 have been prepared to reflect the
Company's contribution to Lennar Land Partners and contributions to the capital
of the Company by Lennar Corporation ("Lennar") in connection with the spin-off
of the Company to Lennar's stockholders.
The unaudited pro forma combined balance sheet has been prepared as if
the distribution (the "Distribution") occurred on August 31, 1997 and the
unaudited pro forma combined statement of earnings has been prepared as if the
distribution occurred on December 1, 1996. The unaudited pro forma financial
statements have been prepared utilizing the accounting policies outlined in the
historical financial statements included in the Company's Form 10 Registration
Statement (the "Form 10"), as amended through October 10, 1997.
The following information should be read in conjunction with the
Company's combined financial statements and the notes thereto, Management's
Discussion and Analysis of Financial Condition and Results of Operations and
other financial information included in the Form 10. The unaudited pro forma
financial statements do not necessarily reflect what the results of operations
and financial position would have been had the distribution occurred as assumed
in preparing the unaudited pro forma financial statements, nor do they
necessarily reflect the future results or financial position of the Company.
<PAGE>
<TABLE>
<CAPTION>
LNR PROPERTY CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF AUGUST 31, 1997
(IN THOUSANDS)
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 21,770 95,931 (3) 117,701
Investment securities 287,198 - 287,198
Mortgage loans, net 45,708 - 45,708
Operating properties and equipment, net 220,109 - 220,109
Land held for investment 73,669 - 73,669
Investments in and advances to partnerships 69,916 87,500 (1) 157,416
Deferred income taxes 2,113 20,185 (2) 22,298
Other assets 30,178 - 30,178
--------- -------- ----------
Total assets $750,661 203,616 954,227
========= ======== ==========
LIABILITIES, PARENT COMPANY INVESTMENT AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable $ 3,452 - 3,452
Accrued expenses and other liabilities 37,635 - 37,635
Mortgage notes and other debts payable 367,667 (30,000) (3) 337,667
--------- -------- ----------
Total liabilities 408,754 (30,000) 378,754
--------- -------- ----------
Parent Company investment/Stockholders' equity:
Parent Company investment 323,133 80,422 (1) -
20,185 (2)
120,531 (3)
(544,271) (4)
Common stock - 3,606 (4) 3,606
Additional paid-in capital - 553,143 (4) 553,143
Unrealized gains on securities available for sale, net 18,774 - 18,774
--------- -------- ----------
Total Parent Company investment and
Stockholders' equity 341,907 233,616 575,523
--------- -------- ----------
Total liabilities, Parent Company investment and
Stockholders' equity $ 750,661 203,616 954,277
========= ======== ==========
</TABLE>
See accompanying notes to unaudited pro forma combined financial information
<PAGE>
<TABLE>
<CAPTION>
LNR PROPERTY CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED AUGUST 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Revenues
Rental income $ 43,578 - 43,578
Equity in earnings of partnerships 25,780 7,078 (1) 32,858
Interest income 35,908 3,800 (3) 39,708
Gains on sales of real estate, net 13,874 - 13,874
Management fees 10,842 - 10,842
Other, net 2,557 - 2,557
--------- -------- -------
Total revenues 132,539 10,878 143,417
--------- -------- -------
Costs and expenses
Cost of rental operations 24,578 - 24,578
General and administrative 17,954 - 17,954
Spin-off costs 2,680 - 2,680
Depreciation 4,322 - 4,322
--------- -------- -------
Total costs and expenses 49,534 - 49,534
--------- -------- -------
Operating income 83,005 10,878 93,883
Interest expense 20,722 (1,600) (3) 19,122
--------- -------- -------
Earnings before taxes 62,283 12,478 74,761
Income taxes 24,290 4,866 (5) 29,156
--------- -------- -------
Net earnings $ 37,993 7,612 45,605
========= ======== =======
Earnings per share $ 1.25 (6)
=======
Weighted average pro forma shares outstanding 36,434 (6)
=======
</TABLE>
See accompanying notes to unaudited pro forma combined financial information
<PAGE>
LNR PROPERTY CORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
(1) Represents entries to reflect the transfer of parcels of land from Lennar
to the Company and from the Company to Lennar Land Partners, which will be
50% owned by the Company. Equity in earnings of partnerships includes the
Company's 50% interest in the earnings of Lennar Land Partners.
(2) Represents entries to reflect the Company's share of deferred tax assets
associated with the Company's interest in Lennar Land Partners.
(3) In accordance with the Separation and Distribution Agreement with Lennar,
the assets and liabilities of Lennar and its subsidiaries were divided
between Lennar and its homebuilding subsidiaries and the Company so that
Lennar and its homebuilding subsidiaries would have a net worth of $200
million (with specified adjustments) and the remaining net worth was
transferred to the Company. The entries reflect the equity contribution
from Lennar and the planned use of a portion of that contribution to reduce
debt by $30 million, as well as lower interest expense due to the reduced
debt level. Entries were also booked to reflect the investment of the
excess proceeds of $96 million in marketable securities and the additional
interest income due to those investments.
(4) Represents entries to reflect the conversion of Lennar's investment into
common stock and additional paid-in capital as a result of the
Distribution.
(5) The adjustment to taxes was made to reflect the Company's total tax expense
at the Company's effective tax rate of 39.0%.
(6) Earnings per share have been calculated using the average number of common
shares and common share equivalents outstanding for LNR.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ Shelly Rubin
---------------------------------
Name: Shelly Rubin
Title: Chief Financial Officer
Date: January 16, 1998
