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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended November 30, 1996
Commission file number 1-6643
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-1281887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 559-4000
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 /cents/ 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 [ ]
1
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. YES [X} NO [ ]
As of February 7, 1997, registrant had outstanding 25,990,827 shares of
common stock and 9,968,731 shares of Class B common stock (which can be
converted into common stock). Of the total shares outstanding, 25,545,984
shares of common stock and 38,701 shares of Class B common stock, having a
combined aggregate market value (assuming the Class B shares were converted) on
that date of $665,201,810, were held by non-affiliates of the registrant.
Documents incorporated by reference:
RELATED
SECTION DOCUMENTS
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II Pages 18 through 39 of the Annual Report to
Stockholders for the year ended November 30, 1996.
III Definitive Proxy Statement to be filed pursuant to
Regulation 14A on or before March 30, 1997.
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<PAGE>
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.
LENNAR CORPORATION
Leonard Miller /s/ LEONARD MILLER
Chairman of the Board ----------------------------------
Date: September 9, 1997
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:
Principal Executive Officer:
Stuart A. Miller /s/ STUART A. MILLER
Director and President ----------------------------------
Date: September 9, 1997
Principal Financial Officer:
Cory J. Boydston /s/ CORY J. BOYDSTON
Vice President-Finance ----------------------------------
Date: September 9, 1997
Principal Accounting Officer:
Diane J. Bessette /s/ DIANE J. BESSETTE
Controller ----------------------------------
Date: September 9, 1997
Directors:
Charles I. Babcock, Jr. /s/ CHARLES I. BABCOCK, JR.
----------------------------------
Date: September 9, 1997
Irving Bolotin /s/ IRVING BOLOTIN
----------------------------------
Date: September 9, 1997
Arnold P. Rosen
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Date:
Steven J. Saiontz /s/ STEVEN J. SAIONTZ
----------------------------------
Date: September 9, 1997
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Lennar Corporation:
We have audited the accompanying consolidated balance sheets of Lennar
Corporation and subsidiaries (the "Company") as of November 30, 1996 and 1995
and the related consolidated statements of earnings, cash flows and
stockholders' equity for each of the three years in the period ended November
30, 1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Lennar Corporation
and subsidiaries at November 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
November 30, 1996, in conformity with generally accepted accounting principles.
As discussed in Note 4 to the consolidated financial statements, effective
December 1, 1993, the Company changed its method of accounting for income taxes
to conform to Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes," and its method of evaluating purchased mortgage servicing
rights for impairment. As discussed in Note 1 to the consolidated financial
statements, effective December 1, 1994, the Company changed its method of
accounting for its investments in debt securities to conform with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".
/s/ DELOITTE & TOUCHE LLP
Miami, Florida
January 16, 1997
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REPORT OF MANAGEMENT
The accompanying consolidated financial statements are the responsibility of
management. The statements have been prepared in accordance with generally
accepted accounting principles and include amounts that are based on
management's best judgments and estimates. Management relies on internal
accounting controls, among other things, to produce records suitable for the
preparation of financial statements. The Company employs internal auditors
whose work includes evaluating and resting internal accounting controls.
The responsibility of our independent auditors for the financial statements is
limited to their expressed opinion on the fairness of the consolidated financial
statements taken as a whole. Their examination is performed in accordance with
generally accepted auditing standards which include tests of our accounting
records and internal accounting controls and evaluation of estimates and
judgments used to prepare the financial statements.
An Audit Committee of outside members of the Board of Directors periodically
meets with management, the external auditors and internal auditors to evaluate
the scope of auditing activities and review results. Both the external and
internal auditors have full and free access to the Committee, without management
present, to discuss any appropriate matters.
/s/ ALLAN J. PEKOR /s/ JAMES T. TIMMONS
Allan j. Pekor James T. Timmons
Financial Vice President Controller
<PAGE>
CONSOLIDATED BALANCE SHEETS
Lennar Corporation and Subsidiaries
November 30, 1996 and 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1996 1995
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ASSETS
HOMEBUILDING, INVESTMENT AND FINANCIAL SERVICES:
Homebuilding and investment assets:
Cash and cash equivalents $ 12,960 21,870
Receivables, net 62,158 70,202
Inventories:
Construction in progress and model homes 259,747 199,774
Land held for development 440,136 304,630
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Total inventories 699,883 504,404
Land held for investment 63,615 72,976
Operating properties and equipment, net 221,312 189,341
Investments in and advances to partnerships 139,578 114,240
Other assets 124,539 40,792
Financial services assets 382,083 353,809
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Total assets - homebuilding, investment and
financial services 1,706,128 1,367,634
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LIMITED-PURPOSE FINANCE SUBSIDIARIES - COLLATERAL
FOR BONDS AND NOTES PAYABLE 59,898 74,728
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$1,766,026 1,442,362
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LIABILITIES AND STOCKHOLDERS' EQUITY
HOMEBUILDING, INVESTMENT AND FINANCIAL SERVICES:
Homebuilding and investment liabilities:
Accounts payable and other liabilities $ 186,735 129,274
Income taxes:
Currently payable 26,045 12,219
Deferred - 42,611
Mortgage notes and other debts payable 509,672 336,633
Financial services liabilities 291,606 243,191
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Total liabilities - homebuilding, investment
and financial services 1,014,058 763,928
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LIMITED-PURPOSE FINANCE SUBSIDIARIES - BONDS AND
NOTES PAYABLE 56,512 70,640
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STOCKHOLDERS' EQUITY:
Common stock of $.10 par value per share
Authorized 100,000 shares; issued and outstanding:
1996 - 25,943; 1995 - 25,878 2,594 2,588
Class B common stock of $.10 par value per share
Authorized 30,000 shares; issued and outstanding:
1996 - 9,985; 1995 - 9,986 999 999
Additional paid-in capital 171,618 170,586
Retained earnings 512,345 427,851
Unrealized gain on securities available-for-sale, net 7,900 5,770
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Total stockholders' equity 695,456 607,794
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$1,766,026 1,442,362
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See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF EARNINGS
Lennar Corporation and Subsidiaries
Years Ended November 30, 1996, 1995 and 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1996 1995 1994
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REVENUES:
Homebuilding $ 952,648 665,510 647,750
Investment 139,500 139,482 106,343
Financial services 82,577 57,787 54,348
Limited-purpose finance subsidiaries 6,436 7,689 9,485
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Total revenues 1,181,161 870,468 817,926
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COSTS AND EXPENSES:
Homebuilding 861,582 606,980 577,105
Investment 71,548 71,794 54,439
Financial services 53,924 38,774 39,504
Limited-purpose finance subsidiaries 6,439 7,687 9,441
Corporate general and administrative 12,396 10,523 10,309
Interest 31,033 19,255 15,382
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Total costs and expenses 1,036,922 755,013 706,180
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EARNINGS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 144,239 115,455 111,746
INCOME TAXES 56,253 45,028 43,581
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EARNINGS BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES 87,986 70,427 68,165
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES FOR:
Income taxes - - 4,745
Purchased mortgage servicing rights - - (3,784)
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NET EARNINGS $ 87,986 70,427 69,126
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NET EARNINGS PER SHARE:
BEFORE CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES $ 2.43 1.95 1.89
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES - - .03
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NET EARNINGS PER SHARE $ 2.43 1.95 1.92
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See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Lennar Corporation and Subsidiaries
Years Ended November 30, 1996, 1995 and 1994
(IN THOUSANDS) 1996 1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 87,986 70,427 69,126
Adjustments to reconcile net earnings to
net cash provided by (used in) operating
activities:
Depreciation and amortization 12,039 10,274 8,396
Equity in earnings of partnerships (52,278) (31,203) (20,710)
Gain on sales of other real estate (4,098) (15,776) (9,259)
Decrease in deferred income taxes (16,067) (8,185) (9,324)
Changes in assets and liabilities, net
of effects from acquisitions and
accounting changes:
Increase in receivables (17,936) (17,009) (7,861)
Increase in inventories (62,015) (35,581) (36,932)
Decrease in financial services' loans
held for sale or disposition 21,476 30 119,071
Increase (decrease) in accounts
payable and other liabilities 29,158 13,310 (15,415)
Increase in income taxes currently
payable 13,826 2,014 5,678
Other, net 89 (1,432) (961)
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Net cash provided by (used in)
operating activities 12,180 (13,131) 101,809
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CASH FLOWS FROM INVESTING ACTIVITIES:
Operating properties and equipment:
Additions (26,310) (10,053) (55,125)
Sales 10,840 21,813 20,007
Sales of land held for investment 11,515 16,365 1,530
Decrease (increase) in investments in and
advances to partnerships 42,812 (3,701) (43,639)
Increase in financial services' loans held
for investment (6,970) (7,416) (6,704)
Purchase of investment securities (119,525) (57,450) (46,884)
Receipts from investment securities 48,059 16,279 3,994
Acquisitions of businesses (133,792) - -
Other, net (2,054) (7,082) 2,631
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Net cash used in investing
activities (175,425) (31,245) (124,190)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving
credit agreement 153,700 (4,500) 46,000
Net repayments under financial services'
short-term debt (45,058) (11,234) (113,447)
Mortgage notes and other debts payable:
Proceeds from borrowings 162,022 159,039 116,940
Principal payments (109,333) (85,377) (23,232)
Limited-purpose finance subsidiaries:
Principal reduction of mortgage loans and
other receivables 15,226 14,058 39,777
Principal reduction of bonds and notes
payable (14,581) (12,818) (37,429)
Common stock:
Issuance 1,038 991 778
Dividends (3,492) (3,482) (3,289)
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Net cash provided by financing
activities 159,522 56,677 26,098
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Net increase (decrease) in cash and cash
equivalents (3,723) 12,301 3,717
Cash and cash equivalents at beginning of year 30,243 17,942 14,225
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Cash and cash equivalents at end of year $ 26,520 30,243 17,942
===============================================================================
Summary of cash and cash equivalent balances:
Homebuilding and investment $ 12,960 21,870 16,801
Financial services 13,560 8,373 1,141
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$ 26,520 30,243 17,942
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Supplemental disclosures of cash flow
information:
Cash paid for interest, net of amounts
capitalized $ 31,921 20,815 12,303
Cash paid for income taxes $ 60,329 47,028 46,443
Supplemental disclosures of non-cash investing
and financing activities:
Purchases of investment securities financed
by sellers $ 25,619 24,162 47,016
See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Lennar Corporation and Subsidiaries
Years Ended November 30, 1996, 1995 and 1994
(IN THOUSANDS) 1996 1995 1994
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COMMON STOCK:
Beginning balance $ 2,588 2,578 1,715
Three-for-two stock split effected in the
form of a 50% stock dividend - - 859
Shares issued under employee stock plans 6 10 4
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Balance at November 30 2,594 2,588 2,578
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CLASS B COMMON STOCK:
Beginning balance 999 999 666
Three-for-two stock split effected in the
form of a 50% stock dividend - - 333
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Balance at November 30 999 999 999
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ADDITIONAL PAID-IN CAPITAL:
Beginning balance 170,586 169,605 170,023
Three-for-two stock split effected in the
form of a 50% stock dividend - - (1,192)
Shares issued under employee stock plans 1,032 981 774
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Balance at November 30 171,618 170,586 169,605
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RETAINED EARNINGS:
Beginning balance 427,851 360,906 295,069
Net earnings 87,986 70,427 69,126
Cash dividends - common stock (2,593) (2,583) (2,448)
Cash dividends - Class B common stock (899) (899) (841)
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Balance at November 30 512,345 427,851 360,906
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UNREALIZED GAIN ON SECURITIES
AVAILABLE-FOR-SALE, NET:
Beginning balance 5,770 - -
Net unrealized gains for the year 2,130 5,770 -
- -------------------------------------------------------------------------------
Balance at November 30 7,900 5,770 -
- -------------------------------------------------------------------------------
Total stockholders' equity $695,456 607,794 534,088
===============================================================================
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lennar Corporation and Subsidiaries
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Lennar Corporation, all wholly owned subsidiaries and partnerships in which a
controlling interest is held (the "Company"). The Company's 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.
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.
REVENUE RECOGNITION
Revenues from sales of homes are recognized when the sales are closed and
title passes to the new homeowners. Revenues from sales of other real estate
(including the sales of land and operating properties) 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 Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Due to the short
maturity period of the cash equivalents, the carrying amount of these
instruments approximates their fair values.
INVENTORIES
Inventories are stated at the lower of accumulated costs or net realizable
value. Net realizable value is evaluated at the community level and is defined
as the estimated proceeds upon disposition less all future costs to complete and
sell. Inventory adjustments to net realizable value in 1996, 1995 and 1994 were
not material. Start-up costs, construction overhead and selling expenses are
expensed as incurred. Homes held for sale are classified as construction in
progress until delivered. Land, land development, amenities and other costs are
accumulated by specific area and allocated proportionately to homes within the
respective area.
INTEREST AND REAL ESTATE TAXES
Interest and real estate taxes attributable to land, homes and operating
properties are capitalized and added to the cost of those properties as long as
the properties are being actively developed. Interest expense relating to
financial services operations and limited-purpose finance subsidiaries is
included in their respective costs and expenses. Interest related to
homebuilding and investment operations, including interest costs relieved from
inventories, is included in interest expense.
During 1996, 1995 and 1994, interest costs of $50.1 million, $35.8 million
and $25.0 million, respectively (excluding the limited-purpose finance
subsidiaries), were incurred by the Company and $24.9 million, $23.4 million and
$22.1 million, respectively, were capitalized by the Company's homebuilding and
investment operations. Previously capitalized interest charged to expense in
1996, 1995 and 1994 was $20.9 million, $17.8 million and $15.4 million,
respectively.
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 range of estimated useful lives
for operating properties is 15 to 40 years and for equipment is 2 to 10 years.
INVESTMENT SECURITIES
Effective December 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". This standard requires that debt and equity
securities that have determinable fair values be classified as
available-for-sale unless they are classified as held to maturity. Securities
classified as held to maturity are carried at amortized cost because they are
purchased with the intent and ability to hold to maturity. Available-for-sale
securities are recorded at fair value in the balance sheet. Any unrealized
holding gains or losses on available-for-sale securities are reported in a
separate component of stockholders' equity, net of tax effects, until realized.
WARRANTIES
Warranty liabilities are not significant as the Company subcontracts
virtually all segments of construction to others and its contracts call for the
subcontractors to repair or replace any deficient items related to their trade.
Extended warranties are offered in some communities through independent
homeowner warranty insurance companies. The costs of these extended warranties
are fixed to the Company and are expensed in the period the homes are delivered.
INCOME TAXES
Income taxes are accounted for in accordance with SFAS No. 109, "Accounting
for Income Taxes". Under SFAS No. 109, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities, and are measured by using enacted tax rates expected to
apply to taxable income in the years in which those differences are expected to
reverse.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lennar Corporation and Subsidiaries
NET EARNINGS PER SHARE
Net earnings per share is calculated by dividing net earnings by the
weighted average number of the total of common shares, Class B common shares and
common share equivalents outstanding during each year. The weighted average
number of shares outstanding was 36,223,000, 36,100,000 and 36,086,000 in 1996,
1995 and 1994, respectively.
FINANCIAL SERVICES
Mortgage loans held for sale or disposition by the Financial Services
Division are recorded at the lower of cost or market, as determined on an
aggregate basis. Discounts recorded on these loans are presented as a reduction
of the carrying amount of the loans and are not amortized.
This division enters into forward sales and option contracts to protect the
value of loans held for sale or disposition from increases in market interest
rates. Adjustments are made to these loans based on changes in the market value
of these hedging contracts (see Note 14).
When the division sells loans or mortgage-backed securities in the
secondary market, a gain or loss is recognized to the extent that the sales
proceeds exceed, or are less than, the book value of the loans or the
securities. Loan origination fees, net of direct origination costs, are deferred
and recognized as a component of the gain or loss when loans are sold.
The division generally retains the servicing on the loans and
mortgage-backed securities it sells and recognizes servicing fee income as those
services are performed.
NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of". SFAS No. 121 requires companies to evaluate
long-lived assets for impairment based on the undiscounted future cash flows of
the asset. If a long-lived asset is identified as impaired, the value of the
asset must be reduced to its fair value. The Company's land holdings and
operating properties are considered long-lived assets under this pronouncement.
In May 1995, the Financial Accounting Standards Board issued SFAS No. 122,
"Accounting for Mortgage Servicing Rights". SFAS No. 122, among other
provisions, requires the recognition of originated mortgage servicing rights as
assets by allocating total costs incurred in originating a loan between the loan
and the servicing rights based on their relative fair values. Presently, the
cost of originated mortgage servicing rights is included with the costs of the
related loans and written off against income when the loans are sold. Also under
SFAS No. 122, all capitalized mortgage servicing rights are evaluated for
impairment based on the excess of the carrying amount of the mortgage servicing
rights over their fair value.
These statements are effective for fiscal years beginning after December
15, 1995. The Company plans to adopt these statements in the first quarter of
its fiscal year ending November 30, 1997. The actual effects of implementing
these new standards are not expected to have any material affect on the
Company's financial position or results of operations.
In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation". This statement encourages, but
does not require, a fair value based method of accounting for employee stock
options or similar equity instruments. Entities which elect not to adopt the
fair value method of accounting are required to make pro-forma disclosures of
net income and earnings per share as if the fair value method were adopted. This
statement is also effective for fiscal years beginning after December 15, 1995.
The Company does not intend to adopt the fair value method of accounting.
Accordingly, adoption of the statement in 1997 will result in the Company making
pro-forma disclosures.
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Servicing and Transfers of Financial Assets and Extinguishments
of Liabilities". This statement supersedes SFAS No. 122 in establishing
standards for resolving issues relating to the accounting for continuing
involvement arising from the transfer of financial assets. Under SFAS No. 125,
each time an entity undertakes an obligation to service financial assets it
shall recognize a financial asset or servicing liability for that servicing
contract. A servicing asset or liability shall be amortized in proportion to and
over the period of estimated net servicing income or loss. A servicing asset or
liability shall be assessed for impairment or increased obligation based on its
fair value. This statement is effective for transfers and servicing of financial
assets occurring after December 31, 1996. The actual effects of implementing
this new standard is not expected to have any material affect on the Company's
financial position or results of operations.
RECLASSIFICATION
Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the 1996 presentation.
2. BUSINESS SEGMENTS
The Company has three business segments: Homebuilding, Investment and
Financial Services. The limited-purpose finance subsidiaries are not considered
a business segment and are not included in the following tables.
<PAGE>
HOMEBUILDING
Homebuilding operations include the construction and sale of single-family
and multi-family homes. These activities also include the purchase, development
and sale of residential land. The following table sets forth financial
information relating to the homebuilding operations:
Years Ended November 30,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------
REVENUES:
Sales of homes $894,663 646,986 626,341
Other 57,985 18,524 21,409
- -------------------------------------------------------------------------
Total revenues 952,648 665,510 647,750
- -------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of homes sold 723,150 523,028 498,132
Cost of other revenues 39,131 13,948 15,769
Selling, general & administrative 99,301 70,004 63,204
- -------------------------------------------------------------------------
Total costs and expenses 861,582 606,980 577,105
- -------------------------------------------------------------------------
OPERATING EARNINGS $ 91,066 58,530 70,645
- -------------------------------------------------------------------------
IDENTIFIABLE ASSETS $813,472 541,266 531,330
- -------------------------------------------------------------------------
DEPRECIATION AND
AMORTIZATION $ 3,167 1,842 1,522
- -------------------------------------------------------------------------
INVESTMENT
The Investment Division is involved in the development, management and
leasing, as well as the acquisition and sale, of commercial and
residential-rental properties and land. This division also manages and
participates in partnerships with financial institutions. During 1994, this
division began acquiring, at a discount, the unrated portion of debt securities
which are collateralized by commercial real estate loans. The following table
sets forth financial information relating to the Investment Division's
operations:
Years Ended November 30,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------
REVENUES:
Rental income $ 56,686 49,439 43,487
Equity in earnings
of partnerships 36,382 30,852 20,710
Management fees 18,229 10,274 12,390
Sales of real estate 15,925 38,173 21,518
Other 12,278 10,744 8,238
- -------------------------------------------------------------------------
Total revenues 139,500 139,482 106,343
COST OF SALES AND EXPENSES 71,548 71,794 54,439
- -------------------------------------------------------------------------
OPERATING EARNINGS $ 67,952 67,688 51,904
- -------------------------------------------------------------------------
IDENTIFIABLE ASSETS $461,990 453,483 411,366
- -------------------------------------------------------------------------
CAPITAL EXPENDITURES $ 36,286 7,867 53,646
- -------------------------------------------------------------------------
DEPRECIATION AND
AMORTIZATION $ 6,368 5,483 5,010
- -------------------------------------------------------------------------
FINANCIAL SERVICES
The Financial Services Division's activities are conducted primarily
through Lennar Financial Services, Inc. and its subsidiaries. These companies
arrange mortgage financing, title insurance and closing services for Lennar
homebuyers and others; acquire, package and resell residential and commercial
mortgage loans and mortgage-backed securities and perform mortgage loan
servicing activities. This division also invests in issues of rated portions of
commercial real estate mortgage-backed securities for which Lennar's Investment
Division is the special servicer and an investor in the unrated portion of those
securities. The following table sets forth financial information relating to the
financial services operations:
Years Ended November 30,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------
REVENUES $ 82,577 57,787 54,348
COSTS AND EXPENSES 53,924 38,774 39,504
INTERCOMPANY
INTEREST EXPENSE* 233 2,313 3,144
- -------------------------------------------------------------------------
OPERATING EARNINGS $ 28,420 16,700 11,700
- -------------------------------------------------------------------------
IDENTIFIABLE ASSETS $382,083 353,809 252,195
- -------------------------------------------------------------------------
DEPRECIATION AND
AMORTIZATION $ 1,416 2,196 1,450
- -------------------------------------------------------------------------
*Intercompany interest expense is reflected above to show interest expense on
intercompany debt of the financial services operations.
3. ACQUISITIONS
On December 29, 1995, the Company purchased the assets and operations of
the residential business of Houston-based Village Builders and Friendswood
Development Company, real estate subsidiaries of Exxon Corporation, for $110.5
million in cash (substantially all of which was allocated to inventories). The
Company financed this transaction through borrowings under its revolving credit
agreement. Revenues for 1995 would have increased to approximately $1.1 billion
on an unaudited pro-forma basis if the acquisition had occurred on December 1,
1994. The pro-forma effect of the acquisition on 1996 was not considered
significant since the acquisition occurred near the beginning of the year.
During 1995, the Company acquired virtually all of the secured debt of
Bramalea California, Inc. ("BCI") for approximately $50 million after BCI had
filed for Chapter 11 bankruptcy protection. The Company acquired this debt, at a
significant discount from its face amount, in order to convert the debt into an
ownership interest when BCI was reorganized out of bankruptcy. During the third
quarter of 1996, the bankruptcy plan of BCI was confirmed and the Company
completed its acquisition. The total purchase price for the BCI assets (which
principally consisted of inventories) was approximately $60 million, this
included the $50 million paid to acquire BCI's debt and approximately $10
million of advances to BCI subsequent to the purchase of its debt. Substantially
all of the purchase price was allocated to a deferred tax benefit, which will be
realized as the Company disposes of the assets. BCI had no significant
operations in 1995 and 1996 through the date of acquisition.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lennar Corporation and Subsidiaries
The acquisitions of these assets and operations have been accounted for
using the purchase method of accounting.
4. ACCOUNTING CHANGES
Effective December 1, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes". This change in accounting principle resulted
in an increase to net earnings of $4.7 million in the first quarter of 1994. The
change in accounting for income taxes did not have a significant effect on the
Company's results of operations.
The first quarter of 1994 also included a charge of $3.8 million (net of
income tax effect of $2.4 million) for the cumulative effect on prior years of a
change in accounting for purchased mortgage servicing rights. During the first
quarter of 1994, the Company changed the way in which it evaluates these assets
for impairment from an undiscounted and disaggregated cash flow basis to a
discounted and disaggregated cash flow basis.
5. RESTRICTED CASH
Cash includes restricted deposits of $2.5 million and $3.1 million as of
November 30, 1996 and 1995, respectively. These balances are comprised primarily
of escrow deposits held related to sales of homes and security deposits from
tenants of commercial and apartment properties.
6. RECEIVABLES
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
Accounts receivable $47,824 24,516
Mortgages and notes receivable 17,322 48,659
- -------------------------------------------------------------------------
65,146 73,175
Allowance for doubtful accounts (2,387) (2,372)
Deferred income and unamortized discounts (601) (601)
- -------------------------------------------------------------------------
$62,158 70,202
=========================================================================
7. PARTNERSHIPS
Summarized financial information on a combined 100% basis related to the
Company's significant Homebuilding, Investment and Financial Services
partnerships accounted for by the equity method follows:
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
ASSETS:
Cash $ 63,610 66,927
Land under development 148,797 -
Portfolio investments 828,215 1,078,841
Other assets 40,531 22,160
- -------------------------------------------------------------------------
$1,081,153 1,167,928
=========================================================================
LIABILITIES AND EQUITY:
Accounts payable and
other liabilities $ 74,230 77,424
Notes and mortgages payable 496,853 570,882
Equity of:
The Company 150,785 149,174
Others 359,285 370,448
- -------------------------------------------------------------------------
$1,081,153 1,167,928
=========================================================================
Portfolio investments consist primarily of mortgage loans and business
loans collateralized by real property, as well as commercial properties and land
held for investment or sale.
Years Ended November 30,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------
Revenues $320,967 280,286 246,236
Costs and expenses 149,215 115,269 128,784
- -------------------------------------------------------------------------
Pre-tax earnings of
partnerships $171,752 165,017 117,452
=========================================================================
The Company's share of
pre-tax earnings $ 52,278 31,203 20,710
=========================================================================
At November 30, 1996, the Company's equity interest in these partnerships
ranged from 15% to 50%. These partnerships are involved in the acquisition and
management of portfolios of real estate loans and assets, and the development of
residential land. The Company shares in the profits and losses of these
partnerships and, when appointed the manager of the partnerships, receives fees
for the management and disposition of the assets. In most cases, when the
Company is involved in a partnership, it is through a subsidiary which is the
general partner and whose only asset is its interest in the partnership. The
outstanding debt of these partnerships is not guaranteed by the Company.
<PAGE>
8. OPERATING PROPERTIES AND EQUIPMENT
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
Rental apartment properties $ 70,357 69,027
Office buildings 67,083 62,952
Retail centers 60,344 39,718
Hospitality 18,713 17,963
Community recreational facilities 12,653 9,693
Other 20,572 15,557
- -------------------------------------------------------------------------
Total land and buildings 249,722 214,910
Furniture, fixtures and equipment 13,098 10,615
- -------------------------------------------------------------------------
Total 262,820 225,525
Accumulated depreciation (41,508) (36,184)
- -------------------------------------------------------------------------
$221,312 189,341
=========================================================================
The Company leases retail, office and other facilities under non-cancelable
operating leases with terms in excess of twelve months. The future minimum
rental revenues under these leases for the five years subsequent to November 30,
1996 are as follows (in thousands): 1997 - $21,627; 1998 -$14,321; 1999 -
$12,301; 2000 - $10,107 and 2001 - $7,842.
9. MORTGAGE NOTES AND OTHER DEBTS PAYABLE
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
Secured without recourse to the Company:
Mortgage notes on operating properties and land
with fixed interest rates from 6.8% to 9.5%,
due through 2003 $ 24,730 25,616
Other secured debt:
Term loan notes with floating interest rates
(5.9% to 6.4% at November 30, 1996), secured by
certain real estate and operating properties,
due through 2002 60,000 84,960
Mortgage notes on operating properties and land
with interest rates from 3.7% to 10.3%, due
through 2015 85,972 60,002
Repurchase agreements with floating interest rates
(6.4% to 6.6% at November 30, 1996), secured
by commercial mortgage-backed securities, due
through 1998 59,716 6,920
Unsecured revolving credit notes payable with
floating interest rates 257,900 117,225
Other notes payable with floating interest rates
(6.2% to 8.3% at November 30, 1996), due through
1998 21,354 41,910
- -------------------------------------------------------------------------
$509,672 336,633
=========================================================================
During 1996, the Company amended its unsecured revolving credit agreement
and increased the amount to $450.0 million. The term of the agreement is for
five years and the agreement is with 14 banks. Certain Financial Services
Division subsidiaries are co-borrowers under this facility and at November 30,
1996 and 1995, their allocated borrowings under this agreement amounted to $67.0
million and $54.0 million, respectively. The total amount outstanding under the
Company's revolving credit agreement at November 30, 1996 and 1995 was $324.9
million and $171.2 million, respectively. The interest rate under this agreement
was 6.4% at November 30, 1996.
The Company utilizes interest rate swap agreements to manage interest costs
and hedge against risks associated with changing interest rates (see Note 14).
The minimum aggregate principal maturities of mortgage notes and other
debts payable during the five years subsequent to November 30, 1996, are as
follows (in thousands): 1997 -$53,716; 1998 - $72,119; 1999 - $2,926; 2000 -
$1,584 and 2001 - $293,243. All of the notes secured by land contain collateral
release provisions for accelerated payment which may be made as necessary to
maintain construction schedules.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lennar Corporation and Subsidiaries
10. FINANCIAL SERVICES
The assets and liabilities related to the Company's financial services
operations (as described in Note 2) are summarized as follows:
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
ASSETS:
Loans held for sale or disposition, net $127,606 123,842
Investment securities available-for-sale 193,869 141,832
Loans and mortgage-backed securities
held for investment, net 21,323 43,506
Investments in and advances to partnerships 11,428 27,301
Cash and receivables, net 22,224 14,416
Servicing acquisition costs 1,201 2,329
Other 4,432 583
- -------------------------------------------------------------------------
$382,083 353,809
=========================================================================
LIABILITIES:
Notes and other debts payable $271,314 228,488
Other 20,292 14,703
- -------------------------------------------------------------------------
$291,606 243,191
=========================================================================
Investments in and advances to partnerships consist primarily of a 15.1%
equity interest, acquired in the fourth quarter of 1995, in a partnership in
which the Investment Division owns a 9.9% equity interest (see Note 7).
The Financial Services Division finances its activities through various
lines of credit, borrowings under short-term repurchase agreements or borrowings
from Lennar Corporation, when on a consolidated basis the Company can minimize
its cost of funds.
A warehouse line of credit is used to fund the division's mortgage loan
activities. Borrowings under this agreement were $48.3 million and $54.9 million
at November 30, 1996 and 1995, respectively, and were collateralized by mortgage
loans with outstanding principal balances of $53.9 million and $57.0 million,
respectively, and by servicing rights to approximately $1.0 billion and $1.5
billion, respectively, of loans serviced by the Financial Services Division.
There are several interest rate pricing options which fluctuate with market
rates. The borrowing rate has been reduced to the extent that custodial escrow
balances exceeded required compensating balance levels. The effective interest
rate on this agreement at November 30, 1996 was 1.5%. The warehouse line of
credit facility totaling $125.0 million expired on December 20, 1996 and was
reduced to $100.0 million by the Company and extended until April 30, 1997.
The division has two revolving lines of credit to finance certain
mortgage-backed securities which provide for aggregate borrowings of $75.0
million, expiring in 1998. Borrowings under these agreements were $74.4 million
and $67.4 million at November 30, 1996 and 1995, respectively, and were
collateralized by mortgage-backed securities with an aggregate carrying value of
$114.9 million and $101.1 million, respectively. The weighted average interest
rate of these borrowings at November 30, 1996 was 6.2%.
During 1996, the division entered into two revolving credit agreements to
finance certain commercial assets which provide for borrowings of $60.0 million,
expiring in 1997 and 1998. Borrowings under these agreements were $23.1 million
at November 30, 1996 and were collateralized by loans held for sale and
investments in and advances to partnerships with an aggregate carrying value of
$33.3 million. The weighted average interest rate of these borrowings at
November 30, 1996 was 6.5%.
The division also utilizes financing arrangements to sell mortgage-backed
securities under agreements to repurchase them with securities dealers in the
business of providing such financing. At November 30, 1996 and 1995, repurchase
agreements outstanding totaled $58.5 million and $17.2 million, respectively,
and had a weighted average borrowing rate of 6.2% and 6.8%, respectively, which
expire in 1998. The repurchase agreements were collateralized by mortgage-backed
securities with an aggregate carrying value of $76.2 million and $22.5 million
at November 30, 1996 and 1995, respectively.
Certain subsidiaries of the Financial Services Division are co-borrowers in
the Company's revolving credit agreement (see Note 9). As of November 30, 1996
and 1995, the division's allocated borrowings under this agreement amounted to
$67.0 million and $54.0 million, respectively.
Certain of the division's servicing agreements require it to pass through
payments on loans even though it is unable to collect such payments and, in
certain instances, be responsible for losses incurred through foreclosure.
Exposure to this credit risk is minimized through geographical diversification
and review of the mortgage loan servicing created or purchased. Management
believes that it has provided adequate reserves for expected losses based on the
net realizable value of the underlying collateral. Provisions for these losses
have not been material to the Company.
11. LIMITED-PURPOSE FINANCE SUBSIDIARIES
In prior years, limited-purpose finance subsidiaries of the Financial
Services Division placed mortgages and other receivables as collateral for
various long-term financings. These limited-purpose finance subsidiaries pay the
principal of, and interest on, these financings primarily from the cash flows
generated by the related pledged collateral which includes a combination of
mortgage notes, mortgage-backed securities and funds held by trustee.
<PAGE>
At November 30, 1996 and 1995, the balances outstanding for the bonds and
notes payable were $56.5 and $70.6 million, respectively. The borrowings mature
in years 2013 through 2018 and carry interest rates ranging from 6.7% to 14.3%.
The annual principal repayments are dependent upon collections on the underlying
mortgages, including prepayments, and cannot be reasonably determined.
12. INCOME TAXES
The provisions (benefits) for income taxes consist of the following:
Years Ended November 30,
(IN THOUSANDS) 1996 1995 1994
- -------------------------------------------------------------------------
Current:
Federal $ 65,635 47,857 44,092
State 8,604 6,787 8,337
- -------------------------------------------------------------------------
74,239 54,644 52,429
- -------------------------------------------------------------------------
Deferred:
Federal (17,591) (9,982) (7,443)
State (395) 366 (1,405)
- -------------------------------------------------------------------------
(17,986) (9,616) (8,848)
- -------------------------------------------------------------------------
Total expense $ 56,253 45,028 43,581
=========================================================================
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of the assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The tax effects
of significant temporary differences of the Company's deferred tax assets and
liabilities are as follows:
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------
Deferred tax assets:
Acquisition adjustments $ 51,366 -
Reserves and accruals 22,812 18,404
Investment securities income 14,629 4,193
Investments in partnerships 10,928 14,086
Other 2,308 1,151
- -------------------------------------------------------------------------
Total deferred tax assets 102,043 37,834
- -------------------------------------------------------------------------
Deferred tax liabilities:
Capitalized expenses 30,393 36,818
Deferred gains 20,534 16,973
Acquisition adjustments - 15,154
Installment sales 3,898 4,649
Unrealized gain on securities available-for-sale 3,081 3,689
Other 4,368 3,531
- -------------------------------------------------------------------------
Total deferred tax liabilities 62,274 80,814
- -------------------------------------------------------------------------
Net deferred tax asset (liability) $ 39,769 (42,980)
=========================================================================
In 1996, the net deferred tax asset is included in other assets on the
consolidated balance sheet.
Based on management's assessment, it is more likely than not that the
deferred tax assets will be realized through future taxable earnings.
At November 30, 1996 and 1995, the Financial Services Division and the
limited-purpose finance subsidiaries had net deferred tax assets (liabilities)
of $.2 million and ($.4) million, respectively.
A reconciliation of the statutory rate with the effective tax rate follows:
% of Pre-tax Income
----------------------
1996 1995 1994
- -------------------------------------------------------------------
Statutory rate 35.0 35.0 35.0
State income taxes, net of
federal income tax benefit 4.0 4.0 4.0
- -------------------------------------------------------------------
Effective rate 39.0 39.0 39.0
===================================================================
13. CAPITAL STOCK
COMMON STOCK
The Company has two classes of common stock. The common stockholders have
one vote for each share owned in matters requiring stockholder approval and
during 1996 received quarterly dividends of $.025 per share. Class B common
stockholders have ten votes for each share of stock owned and during 1996
received quarterly dividends of $.0225 per share. As of November 30, 1996, Mr.
Leonard Miller, Chairman of the Board and President of the Company, owned or
controlled 9.9 million shares of Class B common stock, which represents
approximately 79% voting control of the Company.
STOCK OPTION PLANS
The Lennar Corporation 1980 Stock Option Plan ("1980 Plan") expired on
December 8, 1990. However, under the terms of the 1980 Plan, certain options
granted prior to the plan termination date were still outstanding during the
periods presented. The last options granted under the 1980 Plan were exercised
in November 1995.
<PAGE>
Notes to Consolidated Financial Statements
Lennar Corporation and Subsidiaries
13. CAPITAL STOCK (CONTINUED)
The following table summarizes the status of the 1980 Plan:
1996 1995 1994
- -------------------------------------------------------------------------------
Option shares exercised - 52,650 27,600
Option price per share exercised (range) $ - 4.33 - 6.57 4.33 - 7.09
Shares under option - - 52,650
Option price per share (range) $ - - 4.33 - 6.57
Shares under option - exercisable - - 34,650
- -------------------------------------------------------------------------------
The Lennar Corporation 1991 Stock Option Plan ("1991 Plan") provides for
the granting of options to certain key employees of the Company to purchase
shares at prices not less than market value as of the date of the grant. No
options granted under the 1991 Plan may be exercisable until at least six months
after the date of the grant. Thereafter, exercises are permitted in varying
installments, on a cumulative basis. Each stock option granted will expire on a
date determined at the time of the grant, but not more than 10 years after the
date of the grant.
The following table summarizes the status of the 1991 Plan:
1996 1995 1994
- -------------------------------------------------------------------------------
Option shares exercised 48,800 22,500 10,650
Option price per share exercised
(range) $6.54 - 19.67 6.54 - 14.33 7.71 - 14.37
Shares under option 1,056,350 995,250 958,750
Option price per share (range) $6.54 - 26.86 6.54 - 22.55 6.54 - 22.55
Shares under option - exercisable 232,912 203,600 147,187
- -------------------------------------------------------------------------------
EMPLOYEE STOCK OWNERSHIP/401(K) PLAN
The Employee Stock Ownership/401(k) Plan ("Plan") provides shares of stock
to employees who have completed one year of continuous service with the Company.
All contributions for employees with five years or more of service are fully
vested. The Plan was amended in 1989 to add a cash or deferred program under
Section 401(k) of the Internal Revenue Code. Under the 401(k) portion of the
Plan, employees may make contributions which are invested on their behalf, and
the Company may also make contributions for the benefit of employees. The
Company records as compensation expense an amount which approximates the vesting
of the contributions to the Employee Stock Ownership portion of the Plan, as
well as the Company's contribution to the 401(k) portion of the Plan. This
amount was (in thousands): $1,090 in 1996, $847 in 1995 and $625 in 1994. In
1996, 1995 and 1994, 20,505, 15,332 and 22,249 shares, respectively, were
contributed to participants' accounts.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
Other than as required to maintain the financial ratios and net worth
requirements under the revolving credit and term loan agreements, there are no
restrictions on the payment of dividends on common stock by the Company. The
cash dividends paid with regard to a share of Class B common stock in a calendar
year may not be more than 90% of the cash dividends paid with regard to a share
of common stock in that calendar year. Furthermore, there are no agreements
which restrict the payment of dividends by subsidiaries to the Company.
- --------------------------------------------------------------------------------
14. FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values of
financial instruments held by the Company at November 30, 1996 and 1995, using
available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts. The table excludes cash and cash equivalents, accounts receivable and
accounts payable, which had fair values approximating their carrying values.
<PAGE>
14. FINANCIAL INSTRUMENTS (CONTINUED)
November 30,
(IN THOUSANDS) 1996 1995
- -------------------------------------------------------------------------------
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
- -------------------------------------------------------------------------------
ASSETS
HOMEBUILDING AND INVESTMENT:
Mortgages and notes receivable, net $ 16,721 16,721 48,058 48,058
Other assets - investment securities held
to maturity $ 66,668 86,158 21,460 21,460
FINANCIAL SERVICES:
Loans held for sale or disposition, net $127,606 135,786 123,842 123,842
Investment securities available-for-sale $193,869 193,869 141,832 141,832
Loans and mortgage-backed securities held
for investment, net $ 21,323 22,649 43,506 47,897
LIMITED-PURPOSE FINANCE SUBSIDIARIES:
Collateral for bonds and notes payable $ 59,898 63,186 74,728 78,932
LIABILITIES
HOMEBUILDING AND INVESTMENT:
Mortgage notes and other debts payable $509,672 509,672 336,633 336,633
FINANCIAL SERVICES:
Notes and other debts payable $271,314 271,314 228,488 228,488
LIMITED-PURPOSE FINANCE SUBSIDIARIES:
Bonds and notes payable $ 56,512 59,710 70,640 74,067
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
HOMEBUILDING AND INVESTMENT:
Interest rate swap agreements $ - (972) - (3,723)
FINANCIAL SERVICES:
Commitments to originate loans $ - 16 - 71
Commitments to sell loans $ - (196) - (531)
- -------------------------------------------------------------------------------
The following methods and assumptions were used by the Company in
estimating fair values:
Mortgages and notes receivable: The fair values are based on discounting
future cash flows using the current interest rates at which similar loans would
be made or are estimated by the Company on the basis of financial or other
information.
Notes, mortgages notes, and other debts payable: The fair value of fixed
rate borrowings is based on discounting future cash flows using the Company's
incremental borrowing rate. Variable rate borrowings are tied to market indices
and thereby approximate fair value.
Investment securities, loans held for sale or disposition, loans and
mortgage-backed securities held for investment, collateral for bonds and notes
payable, bonds and notes payable and loan commitments: The fair values are based
on quoted market prices if available. The fair values for instruments which do
not have quoted market prices are estimated by the Company on the basis of
financial and other information.
Interest rate swap agreements: The fair value is based on dealer quotes and
generally represents an estimate of the amount the Company would pay to
terminate the agreement at the reporting date.
The Company's investment securities available-for-sale consist of the
Financial Services Division's rated commercial mortgage-backed securities and
the investment securities held to maturity represent the Investment Division's
unrated commercial mortgage-backed securities. These investments represent
securities which are collateralized by pools of mortgage loans on commercial
real estate assets located across the country. Concentrations of credit risk
with respect to these securities are limited due to the diversity of the
underlying loans across geographical areas and among property types and to the
performance of significant due diligence analysis on the real estate supporting
the underlying loans. In addition, the Company only invests in these securities
when the Company's Investment Division is named special servicer for the entire
securitization. As special servicer, the Company monitors the performance of the
securitization and has the ability to impact the performance of the
securitization by having the ability to resolve non-performing loans using its
loan work-out and asset management expertise.
At November 30, 1996 and 1995, the amortized cost and fair value of
investment securities consisted of the following:
GROSS UNREALIZED
AMORTIZED ---------------------- FAIR
(IN THOUSANDS) COST GAINS LOSSES VALUE
--------- ----- ------ -----
1996
Available-for-sale $180,918 14,626 (1,675) 193,869
Held-to-maturity $ 66,668 19,490 -- 86,158
1995
Available-for-sale $132,373 10,630 (1,171) 141,832
Held-to-maturity $ 21,460 -- -- 21,460
During 1996, proceeds from the sale of available-for-sale securities
amounted to $18.1 million and resulted in gross realized gains of $1.7 million.
During 1995, proceeds from the sale of available-for-sale securities amounted
to $11.0 million and resulted in gross realized gains of $0.5 million.
The Company utilizes interest rate swap agreements to manage interest costs
and hedge against risks associated with changing interest rates. The Company
designates interest rate swaps as hedges of specific debt instruments and
recognizes
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lennar Corporation and Subsidiaries
interest differentials as adjustments to interest expense as the differentials
occur. Counterparties to these agreements are major financial institutions.
Credit loss from counterparty non-performance is not anticipated. A majority of
the Company's variable rate borrowings are based on the London Interbank
Offering Rate ("LIBOR") index. At November 30, 1996, Lennar had three interest
rate swap agreements outstanding with a total notional amount of $200.0 million,
which will mature in 2002. These agreements fixed the LIBOR index at 6.0% to
6.1%. The effect of the interest rate swap agreements on interest incurred and
on the cost of borrowing was approximately $1.5 million and .18%, $.7 million
and .11% and $2.3 million and .43%, for the years ended November 30, 1996, 1995
and 1994, respectively.
As of November 30, 1996, the Financial Services Division's pipeline of
loans in process totaled approximately $21.0 million. There is no exposure to
credit risk in this type of commitment until the loans are funded. However, the
division uses the same credit policies in the approval of the commitments as are
applied to all lending activities. Since a portion of these commitments is
expected to expire without being exercised by the borrower, the total
commitments do not necessarily represent future cash requirements. There is no
exposure to market risk until a rate commitment is extended by the Company to a
borrower. Loans in the pipeline of loans in process for which interest rates
were committed to the borrower totaled approximately $15.5 million as of
November 30, 1996. Substantially all of these commitments are for periods of 30
days or less.
Mandatory mortgage-backed securities ("MBS") forward commitments are used
by the Company to hedge its interest rate exposure during the period from when
the Company extends an interest rate lock to a loan applicant until the time in
which the loan is sold to an investor. These instruments involve, to varying
degrees, elements of credit and interest rate risk. Credit risk is managed by
the Company by entering into agreements with investment bankers with primary
dealer status and with permanent investors meeting the credit standards of the
Company. At any time, the risk to the Company, in the event of default by the
purchaser, is the difference between the contract price and current market
value. At November 30, 1996, the Company had open commitments amounting to $27.9
million to sell MBS with varying settlement dates through January 23, 1997. The
mortgage loan inventory and pipeline will be used to form the MBS that will fill
the forward delivery contracts.
15. COMMITMENTS AND CONTINGENT LIABILITIES
The Company and certain subsidiaries are parties to various claims, legal
actions and complaints arising in the ordinary course of business. In the
opinion of management, the disposition of these matters will not have a material
adverse effect on the financial condition of the Company.
The Company had a number of claims for damages relating to a hurricane
which occurred in 1992. Most have been settled and to date, the Company's
insurers have made all payments required under settlements. Even if the Company
were required to make any payments with regard to the remaining hurricane
related claims, the Company believes that the amount it would pay would not be
material.
The Company is subject to the usual obligations associated with entering
into contracts for the purchase (including option contracts), development, and
sale of real estate in the routine conduct of its business. Option contracts for
the purchase of land permit the Company to acquire portions of properties when
it is ready to build homes on them. The use of option contracts allows the
Company to manage the financial risk of adverse market conditions associated
with longer term land holdings.
The Company is committed, under various letters of credit, to perform
certain development and construction activities and provide certain guarantees
in the normal course of business. Outstanding letters of credit under these
arrangements totaled approximately $110.5 million at November 30, 1996.
- --------------------------------------------------------------------------------
16. QUARTERLY DATA (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) First Second Third Fourth
- -----------------------------------------------------------------------------
1996
Revenues $226,524 258,253 320,078 376,306
Earnings before income taxes $ 28,201 29,989 39,155 46,894
Net earnings $ 17,203 18,293 23,884 28,606
Net earnings per share $ .48 .51 .66 .79
=============================================================================
1995
Revenues $181,183 210,532 204,730 274,023
Earnings before income taxes $ 24,602 32,257 25,761 32,835
Net earnings $ 15,007 19,677 15,714 20,029
Net earnings per share $ .42 .55 .44 .55
=============================================================================
Quarterly and year-to-date computations of per share amounts are made
independently. Therefore, the sum of per share amounts for the quarters may not
agree with per share amounts for the year.
