UNITED STATES 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, 1998
Commission file number 1-11749
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 ____
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. [X]
As of February 23, 1999, registrant had outstanding 48,417,506 shares
of common stock and 9,848,562 shares of Class B common stock (which can be
converted into common stock). Of the total shares outstanding, 47,988,014 shares
of common stock and 29,701 shares of Class B common stock, having a combined
aggregate market value (assuming the Class B shares were converted) on that date
of $1,152,425,160, were held by non-affiliates of the registrant.
Documents incorporated by reference:
Related
Section Documents
- --------------------------------------------------------------------------------
II Pages 18 through 48 of the Annual Report to
Stockholders for the year ended November 30, 1998.
III Definitive Proxy Statement to be filed pursuant to
Regulation 14A on or before March 30, 1999.
<PAGE>
PART I
ITEM 1. BUSINESS.
GENERAL DEVELOPMENT OF BUSINESS
Lennar Corporation (together with its subsidiaries, the "Company") is one
of the nation's premier homebuilders and is a provider of residential financial
services. The Company's homebuilding operations include the sale and
construction of single-family attached and detached homes, as well as the
purchase, development and sale of residential land. The purchase, development
and sale of residential land is conducted through its own efforts and its
partnership interests. The financial services operations provide mortgage
financing, title insurance and closing services for Lennar homebuyers and
others; acquire, package and resell residential mortgage loans and
mortgage-backed securities, perform mortgage loan servicing activities and
provide cable television and alarm monitoring services to residents of Lennar
communities and others.
On October 31, 1997, the Company (i) distributed to the Company's
stockholders all of the stock of LNR Property Corporation ("LNR"), to which the
Company had transferred its commercial real estate investment and management
activities, (ii) acquired Pacific Greystone Corporation through a merger and
(iii) transferred a portion of its land inventory to Lennar Land Partners, of
which the Company owns 50% and LNR owns 50%.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company operates in two industry segments - homebuilding and
financial services. The financial information related to these industry segments
and the discontinued Investment Division segment is contained in the financial
statements incorporated by reference to pages 28 through 46 of the Company's
1998 Annual Report to Stockholders.
NARRATIVE DESCRIPTION OF BUSINESS
HOMEBUILDING
The Company and its predecessor have been building homes since 1954. The Company
believes that since its acquisition of Development Corporation of America in
1986, it has delivered more homes in Florida each year than any other
homebuilder. The Company has been building homes in Arizona since 1972, where it
currently is one of the leading homebuilders. In 1991, the Company began
building homes in Dallas, Texas. In 1992, it started homebuilding operations in
Houston, Texas. During 1995, the Company entered the California homebuilding
market through the acquisition of Bramalea California, Inc. and expanded in this
market in 1996 through the acquisition of Renaissance Homes, Inc. and through
several partnership investments. During 1996, the Company significantly expanded
its operations in Texas with the acquisition of the assets and operations of
Houston-based Village Builders (a homebuilder) and Friendswood Development
Company (a developer of master-planned communities). During 1997, the Company
continued its expansion in California through homesite acquisitions and
additional partnership investments. Additionally during 1997, the Company
further expanded its operations in the California and Arizona homebuilding
markets and entered the Nevada homebuilding market with the acquisition of
Pacific Greystone Corporation. During 1998, the Company acquired the properties
of two California homebuilders, ColRich Communities and Polygon Communities, and
acquired a Northern California homebuilder, Winncrest Homes. The Company has
constructed and sold approximately 151,000 homes to date.
The Company's homebuilding activities in Florida are principally conducted
through Lennar Homes, Inc. In Arizona, these activities are conducted through
Lennar Homes of Arizona, Inc. and Greystone Homes, Inc. In Texas, these
activities are conducted through two subsidiaries, one of which does business as
Lennar Homes of Texas, Inc. and Houston Village Builders, Inc. Homebuilding
activities in California are principally conducted through Lennar Homes of
California, Inc., Lennar Renaissance, Inc., Greystone Homes, Inc. and Winncrest
Homes. In Nevada, these activities are conducted through Greystone Homes, Inc.
1
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The Company, through its own efforts and its partnership interests, is
involved in all phases of planning and building in its residential communities,
including land acquisition, site planning, preparation and improvement of land,
and design, construction and marketing of homes. The Company subcontracts
virtually all segments of development and construction to others.
The Company primarily sells single-family attached and detached homes.
The homes are targeted primarily at first-time homebuyers, move-up homebuyers
and, in some communities, active adults. The average sales price of a Lennar
home was $194,000 in fiscal 1998.
CURRENT HOMEBUILDING ACTIVITIES
The table on the following page summarizes information about the
Company's recent homebuilding activities:
2
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<TABLE>
<CAPTION>
HOMEBUILDING ACTIVITIES
HOMESITES AT NOVEMBER 30, 1998
--------------------------------------
Homes delivered Homes completed or
in years ended under construction
November 30, ----------------------- Sold homes
----------------------------- Available for not yet
Region 1998 1997 1996 Sold(1) sale started(1)
- ------------------- --------- --------- --------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Florida 3,761 3,367 3,363 825 488 719
California 3,029 587 58 1,123 619 25
Texas 2,484 2,075 1,832 575 599 128
Arizona/Nevada 1,503 673 715 479 75 226
--------- --------- --------- ---------- ------------ ----------
Totals 10,777 6,702 5,968 3,002 1,781 1,098
========= ========= ========= ========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
HOMESITES AT NOVEMBER 30, 1998
--------------------------------------------------------------------
LENNAR CORPORATION PARTNERSHIPS
------------------------------------------------------------------
Estimated number Estimated number
of homes that could of homes that could
be constructed on be constructed on land
land currently owned currently owned or
or controlled(2)(4) controlled(2)(3)(4)(5) Total
------------------------ -------------------------- owned and
Region Owned Controlled Owned Controlled controlled
- ------------------- ---------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Florida 6,600 2,800 17,000 2,800 29,200
California 12,800 800 14,600 6,500 34,700
Texas 6,200 900 4,300 -- 11,400
Arizona/Nevada 2,900 1,100 600 -- 4,600
---------- ------------- -------------- ----------- ----------
Totals 28,500 5,600 36,500 9,300 79,900
========== ============= ============== =========== ==========
</TABLE>
Notes:
(1) Although firm contracts relating to these homes were executed, there
can be no assurance that purchasers will meet their obligations under
the contracts.
(2) Based on current management estimates, which are subject to change.
(3) As of November 30, 1998, one of the Company's partnerships had equity
interests in other partnerships that owned and controlled approximately
10,600 homesites for sale to the Company and other builders.
(4) Includes homesites that are currently designated for sale to other
builders.
(5) Represents partnerships and similar entities in which the Company has
less than a controlling interest and are accounted for by the equity
method.
3
<PAGE>
MANAGEMENT AND OPERATING STRUCTURE
The Company balances its local operating structure with centralized
corporate-level management. The Company's local managers, who have significant
experience in the homebuilding industry generally and in their respective
markets, are responsible for operating decisions regarding land identification,
home design, construction and marketing. Decisions related to overall Company
strategy, acquisitions of land and businesses, financing and disbursements are
centralized at the corporate level.
PARTNERSHIPS AND SIMILAR ENTITIES
The Company views partnerships and similar entities as a means to both
expand its market opportunities and manage its risk profile. Typically, the
Company acts as the general partner and the day-to-day manager.
In October 1997, the Company, directly and through LNR, transferred to
Lennar Land Partners, which is 50% owned by the Company and 50% owned by LNR,
parcels of land or interests in land and other assets which had a total book
value on the Company's books of approximately $372.4 million. The Company has an
agreement with Lennar Land Partners under which, for a fee, the Company
administers all its day-to-day activities, including overseeing planning and
development of properties and overseeing sales of land to the Company and other
builders. The Company is reimbursed for costs incurred related to these
activities and certain other costs incurred on behalf of Lennar Land Partners.
Such reimbursements totaled $7.7 million in 1998. In addition, the Company, in
the ordinary course of business, purchases developed land at market prices from
Lennar Land Partners. During the year ended November 30, 1998, Lennar Land
Partners had land sale revenues of $224 million, of which $91 million was from
sales to the Company. An Independent Directors Committee, comprised of
non-employee members of the Board of Directors of the Company and LNR, approves
significant transactions of Lennar Land Partners.
PROPERTY ACQUISITION
The Company continuously considers the purchase of, and from time to time
acquires, land for its development and sales programs. These acquisitions may be
made directly or through the Company's partnership interests. The Company
generally does not acquire land for speculation. In some instances, the Company
acquires land by acquiring options enabling it to purchase parcels as they are
needed. Although some of the Company's land is held subject to purchase money
mortgages, most of the Company's land is not subject to mortgages. The majority
of land acquired by partnerships is subject to purchase money mortgages.
CONSTRUCTION AND DEVELOPMENT
The Company supervises and controls the development and building of its
own residential communities. It employs subcontractors for site improvements and
virtually all of the work involved in the construction of homes. In almost all
instances, the arrangements between the Company and the subcontractors commit
the subcontractors to complete specified work in accordance with written price
schedules. These price schedules normally change to meet changes in labor and
material costs. The Company does not own heavy construction equipment and
generally only has a labor force used to supervise development and construction
and perform routine maintenance and minor amounts of other work.
The Company generally finances construction with its own funds or
borrowings under its unsecured working capital lines.
4
<PAGE>
MARKETING
The Company generally has an inventory of homes under construction. A
majority of these homes are sold (i.e., the Company has received executed sales
contracts and deposits) before the Company starts construction.
The Company employs sales associates who are paid salaries, commissions
or both to make onsite sales of the Company's homes. The Company also sells
through independent brokers. The Company advertises its residential communities
through local media and sells primarily from models that it has designed and
constructed. In addition, the Company advertises its active adult communities in
areas where potential active adults live.
MORTGAGE FINANCING
The Company's financial services subsidiaries make conventional,
FHA-insured and VA-guaranteed mortgage loans available to qualified purchasers
of the Company's homes. Because of the availability of mortgage loans from the
Company's financial services subsidiaries, as well as independent mortgage
lenders, the Company believes access to financing has not been, and is not, a
significant problem for most purchasers of the Company's homes.
QUALITY SERVICE
The Company employs a process which is intended to provide a positive
atmosphere for each customer throughout the pre-sale, sale, building, closing
and post-closing periods. The participation of sales representatives, on-site
construction supervisors and post-closing customer personnel, working in a team
effort, is intended to foster the Company's reputation for quality service and
ultimately lead to enhanced customer retention and referrals.
COMPETITION
The housing industry is highly competitive. In its activities, the
Company competes with numerous developers and builders in and near the areas
where the Company's communities are located, including homebuilders with
nationwide operations. Competition is on the basis of location, design, quality,
amenities and price. The Company is the largest homebuilder in Florida and a
leading homebuilder in California, Texas, Arizona and Nevada. Some of the
Company's principal competitors include Kaufman and Broad Home Corporation,
Centex Corporation, D.R. Horton, Inc., Pulte Corporation and U.S. Home
Corporation.
FINANCIAL SERVICES
The Company's financial services subsidiaries provide mortgage financing,
title insurance and closing services for Lennar homebuyers and others; acquire,
package and resell residential mortgage loans and mortgage-backed securities;
perform mortgage loan servicing activities and provide cable television and
alarm monitoring services to residents of Lennar communities and others.
MORTGAGE ORIGINATION
Through a financial services subsidiary, Universal American Mortgage
Company, the Company provides conventional, FHA-insured and VA-guaranteed
mortgage loans to buyers of the Company's homes and others from offices located
in Florida, California, Arizona, Texas and Nevada. In 1998, loans to buyers of
the Company's homes represented approximately 77% of the Company's $1.0 billion
of loan originations.
The Company sells the loans it originates into the secondary mortgage
market, generally on a non-recourse basis, and retains most of the servicing
rights. The Company has an interest rate risk management policy under which it
hedges its interest rate locked loan commitments and loans held for sale against
exposure to interest rate fluctuations. The Company finances its loans held for
sale with borrowings under the financial services subsidiaries' $200 million
line of credit (secured by the loans and by certain servicing rights) or from
Lennar Corporation when, on a consolidated basis, this enables the Company to
minimize its overall cost of funds.
5
<PAGE>
MORTGAGE SERVICING
The Company generates earnings from servicing loans originated or
acquired by its financial services subsidiaries. The Company services loans for
the Government National Mortgage Association (Ginnie Mae), the Federal National
Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation
(Freddie Mac) and other mortgage investors. At November 30, 1998, it had a
servicing portfolio of approximately 41,000 loans with an unpaid principal
balance of approximately $3.2 billion.
TITLE INSURANCE AND CLOSING SERVICES
The Company arranges title insurance for, and provides closing services
to, buyers of the Company's homes and others. It provided these services in
connection with approximately 123,000 real estate transactions during 1998. The
Company provides these services through Universal Title Insurors in Florida,
Regency Title in Texas, TitleAmerica Insurance in Florida and Texas and North
American Title, which was acquired in 1998, in California, Arizona and Colorado.
STRATEGIC TECHNOLOGIES
During 1996, the Company formed Strategic Technologies, Inc. to
provide cable television and alarm monitoring services to residents of Lennar
communities and others. At November 30, 1998, the Company had approximately
5,300 cable television subscribers and approximately 5,300 alarm monitoring
customers in Florida and California.
OTHER ACTIVITIES
The Company has a number of limited-purpose finance subsidiaries which
have placed mortgages and other receivables as collateral for various long-term
financings. These subsidiaries pay the debt service on the long-term borrowings
primarily from the cash flows generated by the related pledged collateral. The
Company believes that the cash flows generated by these subsidiaries will be
adequate to meet the required debt payment schedules.
RELATIONSHIP WITH LNR
In connection with the transfer of the Company's commercial real estate
investment and management business to LNR, and the spin-off of LNR to the
Company's stockholders, the Company entered into an agreement which, among other
things, prevents the Company from engaging at least until 2002 in any of the
businesses in which LNR was engaged, or anticipated becoming engaged, at the
time of the spin-off, and prohibited LNR from engaging, at least until 2002, in
any businesses in which the Company was engaged, or anticipated becoming
engaged, at the time of the spin-off (except in limited instances in which the
activities or anticipated activities of the Company and LNR overlapped).
Specifically, the Company is precluded, at least until 2002, from engaging in
the business of (i) acquiring and actively managing commercial or residential
multi-family rental real estate, other than as an incident to, or otherwise in
connection with, their homebuilding business, (ii) acquiring portfolios of
commercial mortgage loans or real estate assets acquired through foreclosures of
mortgage loans, other than real estate acquired as sites of homes to be built or
sold as part of its homebuilding business, (iii) making or acquiring mortgage
loans, other than mortgage loans secured by detached or attached homes or
residential condominium units, (iv) constructing office buildings or other
commercial or industrial buildings, other than small shopping centers,
professional office buildings and similar facilities which will be adjuncts to
its residential developments, (v) purchasing commercial mortgage-backed
securities or real estate asset-backed securities or (vi) acting as a servicer
or special servicer with regard to securitized commercial mortgage pools. The
Company is not, however, prevented from owning or leasing office buildings in
which it occupies a majority of the space; acquiring securities backed by pools
of residential mortgages; acquiring an entity which, when it is acquired, is
engaged in one of the prohibited activities as an incidental part of its
activities; owning as a passive investor an interest of less than 10% of a
publicly traded company which is engaged in a prohibited business; acquiring
commercial paper or short-term debt instruments of entities engaged in one or
more of the prohibited businesses; or owning an interest in, and managing,
Lennar Land Partners.
6
<PAGE>
Although the Company and LNR are separate companies, Stuart Miller, the
Company's President and Chief Executive Officer, is also Chairman of LNR, and
Steven Saiontz, one of the Company's Directors, is the Chief Executive Officer
and a Director of LNR. In addition, Leonard Miller owns stock which gives him
voting control of both companies. There are provisions both in the by-laws of
Lennar and in those of LNR requiring approval by an Independent Directors
Committee of any significant transactions between the Company and LNR or any of
its subsidiaries.
The Company leases some office space, including its principal offices,
from LNR. The two companies have been sharing certain computers and related
equipment and computer service personnel. However, this arrangement expires in
1999.
REGULATION
Homes and residential communities built by the Company must comply with
state and local regulations relating to, among other things, zoning, treatment
of waste, construction materials which must be used, density requirements,
certain aspects of building design and minimum elevation of properties and other
local ordinances. These include laws requiring use of construction materials
which reduce the need for energy-consuming heating and cooling systems. These
laws and regulations are subject to frequent change and often increase
construction costs. In some cases, there are laws which require that commitments
to provide roads and other offsite infrastructure be in place prior to the
commencement of new construction. The provisions of these laws are usually
administered by individual counties and municipalities and may result in
additional fees and assessments or building moratoriums. In addition, certain
new development projects, particularly in Southern California, are subject to
assessments for schools, parks, streets and highways and other public
improvements, the costs of which can be substantial.
The residential homebuilding industry also is subject to a variety of
local, state and federal statutes, ordinances, rules and regulations concerning
the protection of health and the environment. Environmental laws and conditions
may result in delays, may cause the Company to incur substantial compliance and
other costs, and can prohibit or severely restrict homebuilding activity in
certain environmentally sensitive regions or areas. Additionally, the climate
and geology of some parts of Florida, California and Texas present risks of
natural disasters that could adversely affect the homebuilding industry in those
areas in general, and the Company's business in particular.
In recent years, several cities and counties in which the Company has
developments have approved submission to voters of "slow growth" initiatives and
other ballot measures which could impact the affordability and availability of
homes and land within those localities. Although many of these initiatives have
been defeated, the Company believes that if similar initiatives are introduced
and approved, future residential construction by the Company and others within
certain cities or counties could be negatively impacted.
In order to make it possible for purchasers of some of the Company's
homes to obtain FHA-insured or VA-guaranteed mortgages, the Company must
construct those homes in compliance with regulations promulgated by those
agencies.
The Company has registered condominium communities with the appropriate
authorities in Florida. Sales in other states would require compliance with laws
in those states regarding sales of condominium homes.
The Company's title insurance agency subsidiaries must comply with
applicable insurance laws and regulations. The Company's mortgage financing
subsidiaries must comply with applicable real estate lending laws and
regulations.
The Company's subsidiaries which underwrite title insurance are licensed
in the states in which they do business and must comply with laws and
regulations in those states regarding title insurance companies. These laws and
regulations include provisions regarding capitalization, investments, forms of
policies and premiums.
7
<PAGE>
MARKET RISK
The table on the following page provides information about the
Company's significant derivative financial instruments and other financial
instruments used for purposes other than trading that are sensitive to changes
in interest rates. For mortgage loans held for sale or disposition, mortgage
loans, investments and mortgage notes and other debts payable, the table
presents principal cash flows and related weighted average interest rates by
expected maturity dates and estimated fair market value at November 30, 1998.
Weighted average variable interest rates are based on the variable interest
rates at November 30, 1998. For interest rate swaps and hedges, the table
presents notional amounts and weighted average interest rates by contractual
maturity dates and estimated fair market value at November 30, 1998. Notional
amounts are used to calculate the contractual cash flows to be exchanged under
the contract.
See Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 and Notes 1, 9 and 15 of Notes to Consolidated
Financial Statements in Item 14 for a further discussion of these items and the
Company's strategy of mitigating its interest rate risk.
8
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<TABLE>
<CAPTION>
Information Regarding Interest Rate Sensitivity
Principal (Notional) Amount by Expected Maturity
Average Interest Rate
-------------------------------------------------------------------
Fair Market
Years Ending November 30, Value
---------------------------------------------- There- at November 30,
(DOLLARS IN MILLIONS) 1999 2000 2001 2002 2003 after Total 1998
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Financial Services:
Mortgage loans held for sale or
disposition, net:
Fixed rate $ - - - - - 215.0 215.0 219.4
Average interest rate - - - - - 7.0% - -
Mortgage loans and investments:
Fixed rate $ 6.8 0.3 1.3 0.4 1.5 16.3 26.6 26.4
Average interest rate 5.8% 8.2% 6.9% 8.2% 6.7% 8.0% - -
LIABILITIES
Homebuilding:
Mortgage notes and other debts
payable:
Fixed rate $ 13.7 7.7 0.7 0.2 2.5 367.6 392.4 372.8
Average interest rate 6.4% 9.3% 9.3% 10.0% 10.0% 5.3% - -
Variable rate $ 1.5 - - 136.7 - - 138.2 138.2
Average interest rate 5.4% - - 6.4% - - - -
Financial Services:
Notes and other debts payable:
Fixed rate $ 0.3 0.3 0.5 - - - 1.1 1.0
Average interest rate 1.2% 0.3% 0.2% - - - - -
Variable rate $227.5 1.4 1.4 1.4 0.5 - 232.2 232.2
Average interest rate 6.4% 7.8% 7.8% 7.8% 7.8% - - -
OFF-BALANCE SHEET
FINANCIAL INSTRUMENTS
Homebuilding:
Interest rate swaps:
Variable to fixed - notional
amount $ - - - 200.0 - - 200.0 (6.4)
Average pay rate - - - 6.1% - - - -
Average receive rate 30-day LIBOR
Interest rate hedge:
Notional amount $200.0 - - - - - 200.0 (15.6)
Average pay rate 5.8% - - - - - - -
Average receive rate 10-year U.S. Treasury Note rate
</TABLE>
9
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CAUTIONARY STATEMENTS
Certain statements contained in this Report may be "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results to differ materially. Such factors include, but
are not limited to, changes in general economic conditions, the market for homes
generally and in areas where the Company has developments, the availability and
cost of land suitable for residential development, materials prices, labor
costs, interest rates, consumer confidence, competition, environmental factors
and governmental regulations affecting the Company's operations.
The following factors, among others, could particularly affect the
Company's operations and financial results and cause results to differ from
those anticipated by "forward-looking statements" in this Report.
REAL ESTATE, ECONOMIC AND CERTAIN OTHER CONDITIONS
The residential homebuilding industry is cyclical and is highly
sensitive to changes in general economic conditions, such as levels of
employment, consumer confidence and income, availability of financing for
acquisition, construction and permanent mortgages, interest rate levels and
demand for housing. Sales of new homes are also affected by the condition of the
resale market for used homes, including foreclosed homes.
The residential homebuilding industry has, from time to time,
experienced fluctuating lumber prices and supply, as well as shortages of labor
and other materials, including insulation, drywall, concrete, carpenters,
electricians and plumbers. Delays in construction of homes due to these factors
or to inclement weather conditions could have an adverse effect upon the
Company's operations.
Inflation can increase the cost of building materials, labor and other
construction related costs. Conversely, deflation can reduce the value of the
Company's inventory and can make it more difficult to include the full cost of
previously purchased land in home sale prices.
INTEREST RATES AND MORTGAGE FINANCING
Virtually all of the purchasers of the Company's homes finance their
acquisitions through third-party lenders or the Company's financial services
subsidiaries. In general, housing demand is adversely affected by increases in
interest rates, housing costs and unemployment and by decreases in the
availability of mortgage financing. In addition, various proposals for changes
in the federal income tax laws have been discussed, some of which would remove
or limit the deduction for home mortgage interest. If effective mortgage
interest rates increase and the ability or willingness of prospective buyers to
finance home purchases is adversely affected, the Company's operating results
may also be negatively affected. The Company's homebuilding activities also are
dependent upon the availability and cost of mortgage financing for buyers of
homes owned by potential customers permitting those customers to sell their
existing homes and purchase homes from the Company. Any limitations or
restrictions on the availability of such financing could adversely affect the
Company's sales.
VARIABILITY OF RESULTS
The Company has historically experienced, and in the future expects to
continue to experience, variability in operating results on a quarterly basis.
Factors which may contribute to this variability include, among others (i) the
timing of home closings; (ii) the timing of receipt of regulatory approvals for
the construction of homes; (iii) the condition of the real estate market and
general economic conditions; (iv) the cyclical nature of the homebuilding
industry; (v) the prevailing interest rates and the availability of mortgage
financing; (vi) pricing policies of the Company's competitors; (vii) the timing
of the opening of new residential communities; (viii) weather and (ix) the cost
and availability of materials and labor. The Company's historical financial
performance is not necessarily a meaningful indicator of future results and, in
particular, the Company expects its financial results to continue to vary from
quarter to quarter.
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DEPENDENCE ON KEY PERSONNEL
The success of the Company depends to a significant degree on the
efforts of the Company's senior management, especially its president and chief
executive officer and other officers. The Company's operations may be adversely
affected if one or more members of senior management cease to be active in the
Company. The Company has designed its compensation structure and employee
benefit programs to encourage long-term employment of executive officers.
YEAR 2000
The Company does not believe the financial impact of being sure that
all of its computer systems properly recognize the year 2000 will be material.
However, it is possible the Company will be adversely affected by failure of
vendors, subcontractors, suppliers or others with whom the Company does business
to make their computer systems year 2000 compliant. Also, the Company could be
adversely affected if governmental agencies are impeded because their computer
systems are not year 2000 compliant. For additional information on the Year 2000
issue see Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7.
EMPLOYEES
At November 30, 1998, the Company employed 4,094 individuals of whom
2,167 related to homebuilding operations and 1,927 related to financial services
operations. Some of the subcontractors utilized by the Company may employ
members of labor unions. The Company does not have collective bargaining
agreements relating to its employees.
ITEM 2. PROPERTIES.
For information about properties owned by the Company for use in its
homebuilding activities, see Item 1.
The Company leases and maintains its executive offices, financial
services subsidiary headquarters and principal Miami-Dade County, Florida
homebuilding office in an office complex built by the Company and now owned by
LNR. The leases for these offices expire in 2002. Other Company offices are
located in Company-owned communities or in leased space.
ITEM 3. LEGAL PROCEEDINGS.
The Company and certain subsidiaries are parties to various claims,
lawsuits, legal actions and complaints arising in the ordinary course of
business. Although the specific allegations in the lawsuits differ, in general
the majority of the lawsuits assert that the Company failed to construct
buildings in the community involved in accordance with plans and specifications
and applicable construction codes, and seek reimbursement for sums allegedly
necessary to spend to remedy the alleged construction deficiencies, or assert
contract issues or relate to personal injuries. Suits of this type are common
within the homebuilding industry. The Company does not believe that these
lawsuits or threatened lawsuits will have a material effect upon the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS.
Information concerning the market data for the Company's common stock and
related security holder matters is incorporated by reference to page 48 of the
Company's 1998 Annual Report to Stockholders.
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is incorporated by reference to page 18 of the
Company's 1998 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results
of operations is incorporated by reference to pages 19 through 25 of the
Company's 1998 Annual Report to Stockholders.
ITEM 7(A). MARKET RISK.
For information on the Company's market risk, see Item 1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated financial statements and supplementary data about the
Company are incorporated by reference to pages 28 through 47 of the Company's
1998 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information about the Company's directors is incorporated by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission not later than March 30, 1999 (120 days after
the end of the Company's fiscal year). The following people were the executive
officers of Lennar Corporation on February 23, 1999:
<TABLE>
<CAPTION>
NAME/POSITION AGE YEAR OF ELECTION
------------- --- ----------------
<S> <C> <C>
Stuart A. Miller,
President and Chief Executive Officer 41 1997
Bruce E. Gross,
Vice President and Chief Financial Officer 40 1997
Marshall H. Ames,
Vice President 55 1982
Jonathan M. Jaffe,
Vice President 39 1994
David B. McCain,
Vice President, General Counsel and Secretary 38 1998
Allan J. Pekor,
Vice President 62 1997
Diane J. Bessette,
Controller 38 1997
Waynewright Malcolm,
Treasurer 35 1997
</TABLE>
The year of election represents the year that the executive officer was
elected to his/her current position.
12
<PAGE>
Mr. Stuart Miller (who is the son of Leonard Miller, the Chairman of
the Board of Directors of the Company) has been President and Chief Executive
Officer since April 1997. Prior to that, Mr. Miller held various executive
positions with the Company and had been a Vice President since 1985. Mr. Miller
is also the Chairman of the Board of LNR Property Corporation.
Mr. Gross has been Vice President and Chief Financial Officer since
1997. Prior to joining the Company in 1997, Mr. Gross was employed as Senior
Vice President, Controller and Treasurer of Pacific Greystone Corporation
since its inception in 1991.
Mr. Ames has been a Vice President since 1982 and is also a Regional
President in the Company's Homebuilding Division.
Mr. Jaffe has been a Vice President since 1994 and serves as a Regional
President in the Company's Homebuilding Division. Prior to 1994, Mr. Jaffe held
executive positions with several of the Company's subsidiaries.
Mr. McCain has been employed by the Company since 1998 as Vice
President, General Counsel and Secretary. Prior to joining the Company, Mr.
McCain was employed at John Alden Asset Management Company for more than 10
years, where he last served as Vice President, General Counsel and Secretary.
Mr. Pekor has held various executive positions with the Company since
1979. Mr. Pekor presently serves as Vice President of the Company and has served
as President of Lennar Financial Services, Inc. since 1997.
Ms. Bessette has been employed by the Company since 1995 and has been
the Company's Controller since 1997. Prior to joining the Company, Ms. Bessette
was employed as a Financial Senior Manager at the Holson Burnes Group, Inc. and
before that, was employed by Price Waterhouse LLP.
Mr. Malcolm joined the Company as Treasurer in 1997. Prior to joining
the Company, Mr. Malcolm was employed as Director, Finance and Regulatory
Affairs at Citizens Utilities Company.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this item is incorporated by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission not later than March 30, 1999 (120 days after
the end of the Company's fiscal year).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for by this item is incorporated by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission not later than March 30, 1999 (120 days after
the end of the Company's fiscal year).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for by this item is incorporated by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission not later than March 30, 1999 (120 days after
the end of the Company's fiscal year).
13
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this Report.
1. The following financial statements are incorporated by
reference in Item 8:
<TABLE>
<CAPTION>
Page in 1998 Annual
Financial Statements Report to Stockholders
------------------- -------------------------
<S> <C>
Independent Auditors' Report 26
Consolidated Balance Sheets as of November 30,
1998 and 1997 28
Consolidated Statements of Earnings for the
years ended November 30, 1998, 1997 and 1996 29
Consolidated Statements of Cash Flows for the
years ended November 30, 1998, 1997 and 1996 30
Consolidated Statements of Stockholders' Equity
for the years ended November 30, 1998, 1997
and 1996 32
Notes to Consolidated Financial Statements 33
</TABLE>
2. The following financial statement schedule is included in this
Report:
<TABLE>
<CAPTION>
Financial Statement Schedule Page in this Report
--------------------------- ------------------
<S> <C>
Independent Auditors' Report on Schedule 18
II - Valuation and Qualifying Accounts 19
</TABLE>
Information required by other schedules has either been incorporated in
the financial statements and accompanying notes or is not applicable
to the Company.
3. The following exhibits are filed with this Report or
incorporated by reference:
3(a). Amended and Restated Certificate of Incorporation, dated
April 28, 1998.
3(b). Bylaws - Incorporated by reference to Form 8-K dated
October 31, 1997, file number 1-11749.
10(a). Amended and Restated Lennar Corporation 1997 Stock
Option Plan - Incorporated by reference to Annual
Report on Form 10-K for the year ended November 30,
1997.
10(b). Lennar Corporation 1991 Stock Option Plan -
Incorporated by reference to Registration Statement No.
33-45442.
10(c). Lennar Corporation Employee Stock Ownership Plan and
Trust - Incorporated by reference to Registration
Statement No. 2-89104.
14
<PAGE>
10(d). Amendment dated December 13, 1989 to Lennar Corporation
Employee Stock Ownership Plan - Incorporated by
reference to Annual Report on Form 10-K for the year
ended November 30, 1990.
10(e). Lennar Corporation Employee Stock Ownership/401k Trust
Agreement dated December 13, 1989 - Incorporated by
reference to Annual Report on Form 10-K for the year
ended November 30, 1990.
10(f). Amendment dated April 18, 1990 to Lennar Corporation
Employee Stock Ownership/401k Plan - Incorporated by
reference to Annual Report on Form 10-K for the year
ended November 30, 1990.
10(g). Partnership Agreement by and between Lennar Land
Partners Sub, Inc. and LNR Land Partners Sub, Inc.,
dated October 24, 1997 - Incorporated by reference to
Annual Report on Form 10-K for the year ended November
30, 1997.
10(h). Separation and Distribution Agreement, dated June 10,
1997, between Lennar Corporation and LNR Property
Corporation - Incorporated by reference to Registration
Statement No. 333-35671.
10(i). Credit Agreement, dated October 31, 1997, by and among
Lennar Land Partners and the Lenders named therein and
a Guaranty Agreement of Lennar Corporation, dated
October 31, 1997 - Incorporated by reference to Annual
Report on Form 10-K for the year ended November 30,
1997.
10(j). Revolving Credit Agreement (Facilities A and B), dated
October 31, 1997, among Lennar Corporation and
Certain Subsidiaries and the First National Bank of
Chicago, as agent - Incorporated by reference to
Annual Report on Form 10-K for the year ended
November 30, 1997.
10(k). First Amendment to Revolving Credit Agreement
(Facilities A and B) dated January 20, 1998, among
Lennar Corporation and Certain Subsidiaries and the
First National Bank of Chicago, as agent -
Incorporated by reference to Annual Report on Form
10-K for the year ended November 30, 1997.
10(l). Indenture, dated as of March 1, 1994, among Greystone
Homes, Inc., Pacific Greystone Corporation, HLDC
Acquisition Corp., Stonegrey Corporation, PGC
Holdings, Inc., A-M Homes, a California Limited
Partnership and U.S. Trust Company of California,
N.A., as Trustee, relating to the 10 3/4% Senior
Notes due March 1, 2004 of Greystone Homes, Inc. -
Incorporated by reference to Annual Report on Form
10-K for the year ended December 31, 1996 for Pacific
Greystone Corporation (which was acquired by Lennar
Corporation on October 31, 1997), file number
1-11749.
10(m). Indenture, dated as of December 31, 1997, between
Lennar Corporation and First National Bank of
Chicago, as trustee - Incorporated by Reference to
Registration Statement No. 333-45527.
10(n). Equity Draw-Down Agreement, dated March 25, 1998,
between Lennar Corporation and HSBC James Capel Canada,
Inc.
10(o). Voting Agreement, dated June 10, 1997, between Lennar
Corporation, Warburg Pincus Investors, L.P. and
Pacific Greystone Corporation - Incorporated by
reference to Form 8-K dated June 10, 1997, file
number 1-11749.
15
<PAGE>
10(p). First Supplemental Indenture, dated as of July 29,
1998, between Lennar Corporation and First National
Bank of Chicago, as trustee (relating to Lennar's
Zero Coupon Senior Convertible Debentures due 2018) -
Incorporated by reference to Form 8-K dated July 24,
1998, file number 1-11749.
13. Pages 18 through 48 of the 1998 Annual Report
to Stockholders.
21. List of subsidiaries.
23. Independent Auditors' Consent.
27. Financial Data Schedule.
(b) Reports on Form 8-K filed during the quarter ended November 30, 1998.
Not applicable.
(c) The exhibits to this Report are listed in Item 14(a)3.
(d) The financial statement schedules required by Regulation S-X which are
excluded from the Annual Report to Stockholders as permitted by Rule
14a-3(b)(1) are listed in Item 14(a)2.
16
<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
/s/ STUART A. MILLER
-----------------------------------------
Stuart A. Miller
President, Chief Executive Officer and
Director
Date: February 25, 1999
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
President, Chief Executive Officer and Director ----------------------------
Date: February 25, 1999
Principal Financial Officer:
Bruce E. Gross /s/ BRUCE E. GROSS
Vice President and Chief Financial Officer ----------------------------
Date: February 25, 1999
Principal Accounting Officer:
Diane J. Bessette /s/ DIANE J. BESSETTE
Controller ----------------------------
Date: February 25, 1999
Directors:
Irving Bolotin /s/ IRVING BOLOTIN
----------------------------
Date: February 25, 1999
Jonathan M. Jaffe /s/ JONATHAN M. JAFFE
----------------------------
Date: February 25, 1999
R. Kirk Landon /s/ R. KIRK LANDON
----------------------------
Date: February 25, 1999
Sidney Lapidus /s/ SIDNEY LAPIDUS
----------------------------
Date: February 25, 1999
Reuben S. Leibowitz /s/ REUBEN S. LEIBOWITZ
----------------------------
Date: February 25, 1999
Leonard Miller /s/ LEONARD MILLER
----------------------------
Date: February 25, 1999
Arnold P. Rosen /s/ ARNOLD P. ROSEN
----------------------------
Date: February 25, 1999
Steven J. Saiontz /s/ STEVEN J. SAIONTZ
----------------------------
Date: February 25, 1999
17
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Lennar Corporation:
We have audited the consolidated financial statements of Lennar Corporation (the
"Corporation") as of November 30, 1998 and 1997 and for each of the three years
in the period ended November 30, 1998, and have issued our report thereon dated
January 8, 1999; such financial statements and report are included in your 1998
Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedule of Lennar Corporation,
listed in Item 14(a)2. The financial statement schedule is the responsibility of
the Corporation's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
January 8, 1999
18
<PAGE>
<TABLE>
<CAPTION>
LENNAR CORPORATION AND SUBSIDIARIES SCHEDULE II
Valuation and Qualifying Accounts
Years ended November 30, 1998, 1997 and 1996
Additions
---------------------------
Charged Charged
Beginning to costs (credited) to Ending
Description balance and expenses other accounts (Deductions) balance
- ------------------------------------------------------ ----------- ------------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Year ended November 30, 1998
Allowances deducted from assets to which they apply:
Allowances for doubtful accounts and notes
receivable $ 1,952,000 1,505,000 1,091,000 (473,000) 4,075,000
=========== ============ ============== ============= ===========
Deferred income and unamortized discounts $ 85,000 -- 146,000 -- 231,000
============= ============= ============== ============= ===========
Loan loss reserve $ 3,531,000 722,000 -- (1,163,000) 3,090,000
============= ============= ============== ============= ===========
Valuation allowance $ 2,176,000 -- 290,000 (563,000) 1,903,000
============= ============= ============== ============= ===========
Deferred tax asset valuation
allowance $ 7,659,000 -- -- -- 7,659,000
============= ============= ============== ============= ===========
Year ended November 30, 1997
Allowances deducted from assets to which they apply:
Allowances for doubtful accounts and notes
receivable $ 3,037,000 552,000 -- (1,637,000)(A) 1,952,000
============= ============= ============== ============= ===========
Deferred income and unamortized discounts $ 601,000 -- -- (516,000)(A) 85,000
============= ============= ============== ============= ===========
Loan loss reserve $ 5,840,000 1,220,000 -- (3,529,000)(A) 3,531,000
============= ============= ============== ============= ===========
Valuation allowance $ 2,745,000 1,119,000 -- (1,688,000) 2,176,000
============= ============= ============== ============= ===========
Deferred tax asset valuation
allowance $ -- -- 7,659,000 -- 7,659,000
============= ============= ============== ============= ===========
Year ended November 30, 1996
Allowances deducted from assets to which they apply:
Allowances for doubtful accounts and notes
receivable $ 2,372,000 1,202,000 97,000 (634,000) 3,037,000
============= ============= ============== ============= ===========
Deferred income and unamortized discounts $ 601,000 116,000 (116,000) -- 601,000
============= ============= ============== ============= ===========
Loan loss reserve $ 3,730,000 2,490,000 896,000 (1,276,000) 5,840,000
============= ============= ============== ============= ===========
Valuation allowance $ 1,286,000 3,341,000 -- (1,882,000) 2,745,000
============= ============= ============== ============= ===========
</TABLE>
(A) Includes amounts that were distributed in connection with the spin-off
of the commercial real estate investment and management business as
follows:
<TABLE>
<CAPTION>
<S> <C>
Allowances for doubtful accounts and notes receivable $ 739,000
Deferred income and unamortized discounts $ 493,000
Loan loss reserve $1,996,000
</TABLE>
19
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
3(a). Amended and Restated Certificate of Incorporation, dated April
28, 1998.
10(n). Equity Drawn-Down Agreement, dated March 25, 1998, between Lennar
Corporation and HSBC James Capel Canada, Inc.
13. Pages 18 through 48 of the 1998 Annual Report to Stockholders.
21. List of subsidiaries.
23. Independent Auditors' Consent.
27. Financial Data Schedule.
20
EXHIBIT 3(a)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LENNAR CORPORATION
The undersigned authorized officer of Lennar Corporation (the "Corporation"), a
Delaware corporation, certifies as follows:
1. The Corporation's present name is Lennar Corporation. The
Corporation was originally incorporated under the name of Pacific Classic
Corporation on September 6, 1991.
2. This amended and restated Certificate of Incorporation has been duly
adopted by the Shareholders of Lennar Corporation in accordance with Section 242
and Section 245 of the Delaware General Corporation Law. This amended and
restated Certificate of Incorporation amends, restates and integrates the
Corporation's Certificate of Incorporation.
3. The effective time of this amended and restated Certificate of
Incorporation shall be April 28, 1998.
4. The Certificate of Incorporation, as amended and restated herein,
shall at the effective time of this amended and restated Certificate of
Incorporation of the Corporation, read as follows:
1
<PAGE>
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LENNAR CORPORATION
ARTICLE I.
NAME
The name of this Corporation shall be Lennar Corporation.
ARTICLE II.
REGISTERED OFFICE AND REGISTERED AGENT
The name and address of this Corporation's registered agent in the
State of Delaware, County of New Castle, is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.
ARTICLE III.
NATURE OF BUSINESS
The general nature of the business and activities to be transacted and
carried on by this Corporation are as follows:
(a) To purchase or otherwise acquire, or obtain the use of and
to hold, own, maintain, develop, sell, lease, exchange, hire, convey, mortgage
or otherwise dispose of or turn to account lands and leaseholds and any
interest, estates and rights in real property and any personal or mixed
property, and any rights, licenses and privileges appurtenant to such property;
to erect, construct, make, improve and operate or aid or subscribe toward the
erection, construction, making, improvement and operation of any and all plants,
factories, buildings, warehouses, agencies, depots, offices, houses, equipment
and facilities whatsoever in connection with its property or which may appertain
to or appear necessary, useful,
2
<PAGE>
convenient or appropriate in connection with any of its business or the business
of any corporation, association, co-partnership or individual in which the
Corporation shall be in any manner interested.
(b) To acquire by purchase, gift, devise, bequest or otherwise, to
manufacture or construct, to own, use, hold and develop, to dispose of by sale,
exchange or otherwise, to lease, mortgage, pledge, assign and generally to deal
in and with real and personal property of every sort and description, services,
goodwill, franchises, inventions, patents, copyrights, trademarks, trade names
and licenses, and interests of any sort in any such property.
(c) To enter into and perform contracts of every sort and description,
with any person, firm, association, corporation, municipality, county, state,
nation or other body politic, or with any colony, dependency or agency of any of
the foregoing.
(d) To issue, execute, deliver, endorse, buy, sell, draw, accept and
discount notes, drafts, letters of credit, checks and other bills of exchange
and other evidences of indebtedness.
(e) To borrow money, to lend money and extend credit, without limit in
either case as to amount, in such amounts as the Board of Directors may from
time to time determine, to guarantee and act as surety with respect to the debts
of any other person, firm, association or corporation without regard to the
interest of this Corporation in any debt so guaranteed or assured or in such
other person, firm, association or corporation; and to secure any direct or
contingent indebtedness of the Corporation by the execution and delivery of
mortgages, pledges, assignments, transfers in trust or other instruments
appropriate for encumbering any or all of the property of the Corporation, or
any interest therein.
(f) To acquire, by purchase, merger or otherwise, all or any part of
the goodwill, rights, property and business of any person, firm, association or
corporation, in connection therewith to assume liabilities of any person, firm,
association, or corporation, and, in consideration of any such acquisition, to
pay cash, to deliver stock, bonds, other securities, or property of any other
kind.
(g) To issue, execute, deliver, guarantee, endorse, purchase, hold,
sell, transfer, mortgage, pledge, assign and otherwise deal in and with shares
of capital stock, bonds, debentures, other evidences of indebtedness and any and
all other securities of any description created, issued or delivered
3
<PAGE>
by this Corporation or by any other corporation, association, person or firm of
the State of Delaware or of any other state or nation, and, while owner thereof,
to exercise, to the extent permitted by law, all the rights, powers and
privileges of ownership including, without limitation, the right to vote stock
or other securities having voting rights as attributes.
(h) In general, to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
(i) To perform every act necessary or proper for the accomplishment of
the objects and purposes enumerated or for the protection and benefit of the
Corporation.
(j) The objects and purposes specified in the foregoing clauses of this
Article shall, unless expressly limited, not be limited or restricted by
reference to, or inference from, any provision in this or any other Article of
this Certificate of Incorporation, shall be regarded as independent objects and
purposes and shall be construed as powers as well as objects and purposes.
ARTICLE IV.
STOCK
The total authorized number of shares of stock of the Corporation is
130,500,000 shares. Of these, 100,000,000 shares are classified as Common Stock,
par value $.10 per share, 30,000,000 shares are classified as Class B Common
Stock, par value $.10 per share and 500,000 shares are classified as Preferred
Stock, par value $10.00 per share, except that if at any time after shares of
Class B Common Stock are issued, there no longer are any outstanding shares of
Class B Common Stock, the authorization to issue Class B Common Stock will
terminate and after that time the shares of stock the Corporation is authorized
to issue will be 130,000,000 shares of Common Stock, par value $.10 per share,
and 500,000 shares of Preferred Stock, par value $10.00 per share, and the
Company will file a Certificate of Amendment to its Certificate of Incorporation
or a restated Certificate of Incorporation showing the change in the authorized
stock.
4
<PAGE>
The description of the classes of stock and the relative rights, voting
power, preferences and restrictions of the shares of each class which are fixed
by the Certificate of Incorporation and the express grant of authority to the
Board of Directors of the Corporation (hereinafter referred to as the "Board of
Directors") to fix by resolution or resolutions the dividend rate, the
redemption price, the liquidation price, the conversion rights, if any, and the
sinking or purchase fund rights of shares of any class or of any series of any
class or the number of shares constituting any series of any class are as
follows:
PREFERRED STOCK
(a) The 500,000 shares of Preferred Stock may be issued from time to
time in one or more series, each of such series to have such relative rights,
voting power, preferences and restrictions as are stated herein and in the
resolution or resolutions providing for the issuance of such series adopted by
the Board of Directors as hereinafter provided.
(b) Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article, to authorize from time to time the
issuance of one or more series of Preferred Stock, and with respect to each
series to fix or alter from time to time as to shares then unallotted, by
resolution or resolutions providing for the issuance of such series:
(1) The distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of shares
thereof then outstanding) from time to time by action of the Board of
Directors;
(2) The dividend rate or rates to which shares of such series
shall be entitled; the restrictions, conditions and limitations upon
the payment of such dividends; whether such dividends shall be
cumulative and, if cumulative, the date or dates from which such
dividends shall be cumulative and the dates on which such dividends if
declared shall be payable;
5
<PAGE>
(3) The manner of selecting shares for redemption, the
redemption price and the manner of redemption and the effect thereof;
(4) The amount payable on shares of such series in the event
of any liquidation, dissolution or winding up of the Corporation, which
amount may vary at different dates and may vary depending upon whether
such liquidation, dissolution or winding up is voluntary or
involuntary;
(5) The obligation, if any, of the Corporation to maintain a
purchase, retirement or sinking fund for shares of such series and the
provisions with respect thereto;
(6) The terms and conditions of the rights, if any, of the
holders of such series to convert such shares into shares of Common
Stock of the Corporation;
(7) The terms and conditions of the rights, if any, of the
holders of shares of such series to vote such shares;
(8) Any other rights, preferences, powers and restrictions not
inconsistent with applicable law or the provisions hereof.
(c) All shares of any one series of Preferred Stock shall be identical
with each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative. All series of Preferred Stock shall be of equal rank and be
identical in all respects, except as permitted by the foregoing provisions of
paragraph (b) of this Article.
(d) The holders of the Preferred Stock of each series shall be entitled
to receive such dividends in cash, when and as declared by the Board of
Directors, to be paid out of earned surplus or out of paid-in surplus or out of
net earnings legally available for the payment thereof, as they may be entitled
to in accordance with the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such series, payable on such dates as
may be fixed in such resolution or resolutions. No dividends, whether in cash or
property, shall be paid or declared, nor shall any distribution be made, in any
year on the Common Stock unless and until all the full dividends on the
Preferred Stock of all series required to be paid in that year have been paid or
declared, and if declared, a sum sufficient for the
6
<PAGE>
payment thereof has been set apart. In addition so long as there shall be
outstanding any shares of Preferred Stock of any series entitled to cumulative
dividends pursuant to the resolution or resolutions providing for the issuance
of such series, no dividends, whether in cash or property shall be paid or
declared, nor shall any distribution be made on the Common Stock, nor shall any
shares of Common Stock be purchased, redeemed or otherwise acquired for value by
the Corporation, unless the full cumulative dividends on the Preferred Stock of
all series entitled to cumulative dividends for all past dividend periods and
for the then current dividend period shall have been paid or declared, and if so
declared, a sum sufficient for the payment thereof set apart, and the
Corporation shall have set aside all amounts, if any, theretofore required to be
set aside as and for a purchase, retirement or sinking fund, if any, for the
Preferred Stock of all series for the then current year and all defaults, if
any, in complying with any such purchase, retirement or sinking fund
requirements in respect of previous years shall have been made good. The
foregoing provisions of this Paragraph shall not, however, apply to a dividend
payable in Common Stock or to the acquisition of shares of Common Stock in
exchange for, or through application of the proceeds of the sale of, shares of
Common Stock. Accruals of dividends shall not bear interest.
(e) The holders of the Preferred Stock of each series shall be entitled
in the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, to be paid as a liquidating dividend, before
any distribution or payment is made to the holders of any Common Stock, the
amount per share provided for in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of such series. When such payments
shall have been made in full to the holders of the Preferred Stock, they shall
have no further rights in respect of their shares or the assets of the
Corporation. If upon any liquidation or dissolution or winding up of the
Corporation the assets available for distribution shall be insufficient to pay
the holders of all outstanding shares of Preferred Stock the full amounts to
which they respectively shall be entitled, the holders of the shares of
Preferred Stock of all series shall share ratably in any distribution of assets
according to the respective amounts which would be payable in respect of the
shares held by them upon such distribution if all amounts
7
<PAGE>
payable in respect of the Preferred Stock of all series were paid in full.
Neither the statutory merger nor consolidation of the Corporation into or with
any other corporation, nor the statutory merger or consolidation of any other
corporation into or with the Corporation, nor a sale transfer or lease of all or
any part of the assets of the Corporation shall be deemed a liquidation,
dissolution or winding up of the Corporation within the meaning of this
paragraph.
(f) The Corporation at the option of the Board of Directors may at any
time redeem the whole or from time to time may redeem any part of any series of
Preferred Stock for the consideration provided in and in accordance with the
terms and conditions of the resolution or resolutions of the Board of Directors
authorizing such series.
(g) At all meetings of Stockholders of the Corporation, each holder of
record of Preferred Stock shall have such voting rights, if any, as may be
provided in resolutions adopted by the Board of Directors providing for the
issuance of each series.
COMMON STOCK AND CLASS B COMMON STOCK
(a) Voting Rights and Powers.
With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, (1) the holders of
the outstanding shares of the Common Stock and the holders of the outstanding
shares of Class B Common Stock will vote together without regard to class, (2)
each holder of record of Common Stock will be entitled to one vote for each
share of Common Stock held in his name, and (3) each holder of record of Class B
Common Stock will be entitled to ten votes for each share of Class B Common
Stock held in his name, except that (i) any amendment to this Certificate of
Incorporation which would change the number of authorized shares, the par value
or the voting rights of, the restriction on dividends upon, or any other
provision of this Certificate of Incorporation relating to, the Common Stock or
the Class B Common Stock, in addition to being adopted as required by law, must
be approved by holders of a majority of the shares of Common Stock which vote
with regard to the amendment; and (ii) in addition to any other vote required by
this Certificate of
8
<PAGE>
Incorporation, the Corporation's by laws, by any rule of any securities exchange
or otherwise, any merger, consolidation or other business combination involving
the Corporation shall require the affirmative vote of the holders of at least a
majority of the issued and outstanding shares of Common Stock (other than the
Class B Common Stock), voting as a single class, unless the type and amount of
the consideration received by the holder of a share of Common Stock in such
transaction is the same as that received by a holder of a share of Class B
Common Stock; provided, however that if stockholders are given the right to
elect among differing kinds of consideration in such business combination, the
foregoing requirement will be deemed satisfied if the holders of shares of
Common Stock are given the same rights of election (including without limitation
proration rights) as the holders of shares of Class B Common Stock.
(b) Dividends and Distributions.
(1) Cash Dividends. 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.
(2) Other Dividends and Distributions. Each dividend or
distribution made to the holders of Common Stock or Class B Common
Stock (other than cash dividends) will be distributable to the holders
of the Common Stock and the Class B Common Stock without regard to
class, except that in the case of dividends or other distributions
payable in stock of the Corporation other than Preferred Stock, the
stock distributed with respect to the Common Stock will be additional
shares of Common Stock and the stock distributed with respect to the
Class B Common Stock will be additional shares of Class B Common Stock.
(c) Restrictions on Transfer of the
Class B Common Stock.
(1) Permitted Transferees. No beneficial owner of shares of
Class B Common Stock (a "Class B Stockholder") may transfer shares of
Class B Common Stock, whether by sale, assignment, gift, bequest or
otherwise, except to a Permitted Transferee of that
9
<PAGE>
Class B Stockholder. A "Permitted Transferee" of a Class B Stockholder
is (i) the Class B Stockholder's spouse; (ii) a parent or lineal
descendant (including an adopted child) of a parent of the Class B
Stockholder, or the spouse of a lineal descendant of a parent of the
Class B Stockholder; (iii) a trustee, guardian or custodian for, or an
executor, administrator or other legal representative of the estate of,
the Class B Stockholder, or a trustee, guardian or custodian for a
Permitted Transferee of the Class B Stockholder; (iv) the trustee of a
trust (including a voting trust) for the benefit of the Class B
Stockholder and (v) a corporation, partnership or other entity of which
the Class B Stockholder and Permitted Transferees of the Class B
Stockholder are the beneficial owners of a majority in voting power of
the equity. For the purpose of this Paragraph a "beneficial owner" of
Class B Common Stock is a person who, or entity which, has or shares
the power to direct the voting or disposition of the Class B Common
Stock.
(2) Impermissible Transfer Void. Any purported transfer of
Class B Common Stock other than to a Permitted Transferee will be void
and will not be recognized by the Corporation. The Corporation may, as
a condition to the registration of a transfer of Class B Common Stock
to a purported Permitted Transferee, require such affidavits or other
proof as the Corporation deems necessary to establish that the
transferee is a Permitted Transferee.
(3) Legend on Stock Certificates. Each certificate
representing Class B Common Stock will bear a legend referring to the
restrictions on transfer of the Class B Common Stock.
(4) Registered Owner. Each share of Class B Common Stock will
be registered in the name of the beneficial owner of the share and not
in "street name" or the name of a nominee.
(d) Issuance of Class B Common Stock.
(1) Initial Issuance. Upon the merger of Lennar Corporation
("Old Lennar") with and into the Corporation (the "Merger") in
accordance with a Plan and Agreement of Merger
10
<PAGE>
dated June 10, 1997, (the "Merger Agreement") between the Corporation
(the name of which at that date was Pacific Greystone Corporation) and
Old Lennar, each share of Class B Common Stock, par value $.10 per
share, of Old Lennar which is outstanding immediately before the Merger
becomes effective is being converted into and becoming one share of
Class B Common Stock of the Corporation.
(2) Subsequent Issuance. The Corporation may not issue any
shares of Class B Common Stock, except (i) as provided in Paragraph
(d)(1) or (ii) as a dividend or distribution as provided in Paragraph
(b)(2).
(e) Conversion of Class B Common
Stock into Common Stock.
A Class B Stockholder may at any time convert shares of Class B Common
Stock into a like number of shares of Common Stock by surrendering the
certificates representing the shares of Class B Common Stock to be converted (or
representing a greater number of shares of Class B Common Stock) to the Company
accompanied by a request that all or a specified number of the shares of Class B
Common Stock represented by the certificates be converted into Common Stock.
Once Class B Common Stock has been converted into Common Stock, the Common Stock
may not be reconverted into Class B Common Stock.
(f) Termination of Class Rights and Powers.
If at any time the number of outstanding shares of Class B Common Stock
is less than 10% of the outstanding shares of Common Stock and Class B Common
Stock taken together, the Class B Common Stock will automatically be converted
into, and become for all purposes, shares of Common Stock. After the Class B
Common Stock is converted into Common Stock as provided in this paragraph, the
Company may issue certificates which represent Common Stock in exchange for
certificates which represented Class B Common Stock. However, the automatic
conversion of Class B Common Stock into Common Stock will be effective whether
or not certificates are exchanged.
(g) Other Rights.
11
<PAGE>
Except as otherwise provided in this Certificate of Incorporation, or
provided by law, each share of Common Stock and each share of Class B Common
Stock will have identical powers, preferences and rights, including rights in
liquidation, and copies of all reports and other communications which are sent
by the Corporation to the holders of the Common Stock must also be sent to the
holders of the Class B Common Stock.
ARTICLE V.
NUMBER OF DIRECTORS
The business of this Corporation shall be managed by a Board of
Directors consisting of not fewer than three, and not more than fifteen,
persons, the exact number to be determined from time to time in accordance with
the By-Laws. The Board of Directors will be divided into three classes, each of
which will have the highest whole number of directors obtained by dividing the
number of directors constituting the whole Board by three, with any additional
directors allocated, one to a class, to the classes designated by the Board of
Directors.
The directors of each class will serve for a term of three years, and
until their successors are elected and qualified, or with regard to any director
until that director's earlier death or resignation, except that as to directors
elected at the first annual meeting of stockholders at which directors are
elected in classes, the term of directors of one class will expire at the annual
meeting of Stockholders following the first annual meeting at which directors
are elected in classes and the term of directors of a second class will expire
at the second annual meeting of stockholders following the first annual meeting
at which directors are elected in classes. If there is a vacancy in any class of
directors, including a vacancy because of a newly created directorship, the
person elected to fill that vacancy will serve until the next election of the
directors of that class and until that person's successor is elected and
qualified.
No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith
12
<PAGE>
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. In
addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the preceding sentence, a director of the
Corporation shall not be liable to the fullest extent permitted by any amendment
to the Delaware General Corporation Law hereafter enacted that further limits
the liability of a director.
ARTICLE VI.
OFFICERS
The Corporation shall have a President, a Vice-President, a Secretary
and a Treasurer, and may have such other officers and agents as are prescribed
by the By-Laws or determined by the Board of Directors. A person may hold more
than one office except that the President may not also be the Secretary or an
Assistant Secretary.
ARTICLE VII.
BY-LAWS
The Board of Directors shall adopt By-Laws for the Corporation. The
By-Laws may be amended, altered or repealed by the stockholders or Directors in
any manner permitted by the By-Laws.
ARTICLE VIII.
AMENDMENT
The Certificate of Incorporation may be amended in any manner now or
hereafter provided for by law and all rights conferred upon stockholders
hereunder are granted subject to this reservation.
13
<PAGE>
ARTICLE IX.
TRANSACTIONS IN WHICH DIRECTORS
OR OFFICERS ARE INTERESTED
(a) No contract or transaction between the Corporation and one or more
of its Directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or officers are Directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the Director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:
(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested Directors, even
though the disinterested Directors be less than a quorum; or
(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
(b) Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
14
<PAGE>
ARTICLE X.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The Corporation shall indemnify any person who is made a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a Director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
15
<PAGE>
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court in
which such action was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
(c) To the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Sections (a) and (b) of this Article
(unless ordered by a Court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the Director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable
and a quorum of disinterested Directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) by the
Stockholders.
(e) Expenses incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding, or threat thereof, may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the manner provided in
Section (d) of this Article upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of stockholders or
16
<PAGE>
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
Signed on April 28, 1998
/s/ BRUCE GROSS
--------------------------------------
Vice President and Chief
Financial Officer
17
EXHIBIT 10(n)
March 25, 1998
HSBC James Capel Canada Inc.
105 Adelaide Street West
Suite 1200
Toronto, Ontario M5H 1P9
Dear Sirs:
This is to set forth the agreement of HSBC James Capel Canada, Inc.
("HSBC") and Lennar Corporation ("Lennar") regarding purchases by HSBC from
Lennar of Lennar common stock ("Common Stock"). That agreement is as follows:
1. HSBC will purchase from Lennar, at the times and for the prices
described below, Common Stock with a total purchase price to HSBC of up
to $120 million.
2. Prior to the beginning of a calendar month, Lennar will either (a)
inform HSBC that Lennar wants to sell Common Stock to HSBC with regard
to the month and specify to HSBC a maximum amount, not exceeding $15
million (or such higher amount as may be agreed to by HSBC), for which
Lennar wants to sell Common Stock to HSBC during the month (the
"Maximum Amount for the Month") and the minimum per share price for
which it will sell Common Stock to HSBC during the month (the "Minimum
Price for the Month") or (b) inform HSBC that it does not want to sell
Common Stock to HSBC with regard to the month.
3. On the third New York Stock Exchange Trading Day ("Trading Day") after
the end of a month with regard to which Lennar informs HSBC that Lennar
wants to sell Common Stock to HSBC, HSBC will purchase from Lennar a
number of shares of Common Stock, for a total purchase price,
calculated as follows:
(a) The Maximum Amount for the Month will be allocated equally
among the Trading Days in the month or among specified Trading
Days in the month agreed upon by Lennar and HSBC (the amount
allocated to a Trading Day being the "Daily Purchase Amount").
(b) Except as provided in subparagraph (c), with regard to each
Trading Day (or each of the specified Trading Days) during the
month, HSBC will purchase, for a per share price equal to 98%
of the average of the high and low sale prices of the Common
Stock reported on the New York Stock Exchange Composite Tape
with regard to that Trading Day, a number of shares of Common
Stock having a total sale price equal to the Daily Purchase
Amount.
(c) If the per share price with regard to a Trading Day calculated
as provided in subparagraph (b) is less than the Minimum Price
for the Month, no Common Stock will be purchased with regard
to that Trading Day.
(d) The total number of shares of Common Stock HSBC will purchase
with regard to a month will be the sum of the numbers of
shares HSBC will purchase with regard to each Trading Day (or
each of the specified Trading Days) during that month and the
total price for which HSBC will purchase those shares will be
the sum of the amounts
1
<PAGE>
resulting from multiplying, with regard to each Trading Day
(or each of the specified Trading Days) during the month, (i)
the per share price calculated as described in subparagraph
(b), times (ii) the number of shares HSBC will purchase
calculated as described in subparagraphs (b) and (c).
4. On a day when HSBC purchases Common Stock from Lennar (i.e., the third
Trading Day after the end of a month with regard to which Lennar
informs HSBC that Lennar wants to sell Common Stock to HSBC), Lennar
will cause the shares of Common Stock HSBC is purchasing to be issued
to HSBC (either by delivery of stock certificates or by credit to an
account specified by HSBC with The Depositary Trust Company or another
book-entry clearing facility) and HSBC will cause the purchase price of
those shares, in immediately available U.S. dollars, to be wire
transferred to an account specified by Lennar with a bank in the United
States of America.
5. The sales from Lennar to HSBC described above will be registered under
the Securities Act of 1933, as amended. Lennar and HSBC will indemnify
each other as provided on Exhibit A against liability with respect to
the Registration Statement relating to the Common Stock which is sold
to HSBC.
6. This Agreement will be governed by the laws of the State of Florida in
the United States of America.
Please execute a copy of this document, which, when executed by HSBC,
will constitute a binding agreement between Lennar and HSBC.
Very truly yours,
LENNAR CORPORATION
By: /s/ BRUCE GROSS
---------------------------------
Title: Vice President and
Chief Financial Officer
AGREED TO:
HSBC JAMES CAPEL CANADA, INC.
By: /s/ ISSER ELISHIS
-------------------------------------
Title: Executive Vice President
and Director
2
<PAGE>
EXHIBIT A
TERMS OF INDEMNIFICATION
(a) Lennar will indemnify HSBC and each person, if any, who controls HSBC
for the purposes of the Securities Act of 1933, as amended (the
"Securities Act"), against, and hold each of them harmless from, any
loss, liability or expenses which any of them may incur, under the
Securities Act or otherwise, as a result of a claim or action arising
out of, or based upon,(i) any untrue statement or alleged untrue
statement of a material fact contained, or incorporated by reference,
in the Registration Statement relating to Common Stock being sold to
HSBC (including the Prospectus dated February 12, 1998 and the
Prospectus Supplement dated March 25, 1998 (the "Prospectus
Supplement") which are a part of it), or any amendment or supplement to
it, or (ii) the omission or alleged omission to state in that
Registration Statement or any document incorporated by reference into
it, a material fact required to be stated therein or necessary to make
the statements therein not misleading, and Lennar will reimburse HSBC
and each such controlling person promptly upon demand for any legal or
other expenses reasonably incurred by HSBC or the controlling person in
investigating, defending against, or preparing to defend against any
such claim or action, except that Lennar will not be liable to the
extent a claim or action which results in a loss, liability or expenses
arises out of, or is based upon, an untrue statement, alleged untrue
statement, omission or alleged omission, included in the Prospectus
Supplement or any amendment or supplement to it in reliance upon, and
in conformity with, written information furnished by HSBC to Lennar for
inclusion in the Prospectus Supplement.
(b) HSBC will indemnify Lennar, each of its directors and officers, and
each person, if any, who controls Lennar for the purposes of the
Securities Act, against, and hold each of them harmless from, any loss,
liability or expenses which any of them may incur, under the Securities
Act or otherwise, as a result of a claim or action arising out of, or
based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus Supplement or any amendment
or supplement to it or (ii) the omission or alleged omission to state
in the Prospectus Supplement or any amendment or supplement to it a
material fact required to be stated therein or necessary to make the
statements therein not misleading, to the extent, but only to the
extent, the untrue statement, alleged untrue statement, omission or
alleged omission was made in reliance upon, and in conformity with,
written information furnished by HSBC to Lennar for inclusion in the
Prospectus Supplement or any amendment or supplement to it, and HSBC
will reimburse Lennar and each such director, officer or controlling
person promptly upon demand for any legal or any other expenses
reasonably incurred by Lennar or the other person in investigating,
defending against, or preparing to defend against any such claim or
action.
(c) Promptly after a person receives notice of a claim or the commencement
of an action for which the person intends to seek indemnification under
Paragraph (a) or (b), the person will notify the indemnifying party in
writing of the claim or commencement of the action, but failure to
notify the indemnifying party will not relieve the indemnifying party
from liability under Paragraph (a) or (b), except to the extent it has
been materially prejudiced by the failure to give notice. The
indemnifying party will be entitled to participate in the defense of
any claim or action as to which indemnification is being sought, and if
the indemnifying party acknowledges in writing the obligation to
indemnify the party against whom the claim or action is brought, the
indemnifying party may (but will not be required to) assume the defense
against the claim or action with counsel satisfactory to it. After an
indemnifying party notifies
3
<PAGE>
an indemnified party that the indemnifying party wishes to assume the
defense of a claim or action, the indemnifying party will not be liable
for any legal or other expenses incurred by the indemnified party in
connection with the defense against the claim or action, except that
if, in the opinion of counsel to the indemnifying party, one or more of
the indemnified parties should be separately represented in connection
with a claim or action, the indemnifying party will pay the fees and
expenses of one separate counsel for the indemnified parties. Each
indemnified party, as a condition to receiving indemnification as
provided in Paragraph (a) or (b), will cooperate in all reasonable
respects with the indemnifying party in the defense of any action or
claim as to which indemnification is sought. No indemnifying party will
be liable for any settlement of any action effected without its prior
written consent. No indemnifying party will, without the prior written
consent of the indemnified party, effect any settlement of a pending or
threatened action with respect which an indemnified party is, or is
informed that it may be, made a party and for which it would be
entitled to indemnification, unless the settlement includes an
unconditional release of the indemnified party from all liability and
claims which are the subject matter of the pending or threatened
action.
(d) If for any reason the indemnification provided for in this Agreement is
not available to, or is not sufficient to hold harmless, an indemnified
party in respect of any loss or liability referred to in Paragraph (a)
or (b), each indemnifying party will, in lieu of indemnifying the
indemnified party, contribute to the amount paid or payable by the
indemnified party as a result of the loss or liability, (i) in the
proportion which is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and by the
indemnified party on the other from the sale of stock which is the
subject of the claim or action which resulted in the loss or liability
or (ii) if that allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
of the sale of stock, but also the relative fault of the indemnifying
party and the indemnified party with respect to the statements or
omissions which are the subject of the claim or action that resulted in
the loss or liability, as well as any other relevant equitable
considerations.
(e) HSBC confirms that the information with respect to the offering of
Lennar stock set forth on the cover page of the Prospectus Supplement,
and the information under the caption "Plan of Distribution" in the
Prospectus Supplement, is correct and was furnished (and is the only
information furnished) in writing to Lennar by HSBC for inclusion in
the Prospectus Supplement.
4
EXHIBIT 13
<TABLE>
<CAPTION>
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
Lennar Corporation and Subsidiaries
At or for the Years Ended November 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenues:
Homebuilding $ 2,204,428 1,208,570 952,648 665,510 647,750
Financial services $ 208,543 89,369 82,577 57,787 54,348
Limited-purpose finance subsidiaries $ 3,894 5,143 6,436 7,689 9,485
Total revenues $ 2,416,865 1,303,082 1,041,661 730,986 711,583
Operating earnings - business segments:
Homebuilding $ 283,369 120,240 91,066 58,530 70,645
Financial services $ 33,335 35,532 28,653 19,013 14,844
Corporate general and administrative expenses $ 28,962 15,850 12,396 10,523 10,309
Earnings from continuing operations before income taxes
and cumulative effect of changes in accounting
principles $ 240,114 85,727 84,429 53,310 64,626
Earnings from continuing operations $ 144,068 50,605 51,502 32,519 39,422
Earnings from discontinued operations $ - 33,826 36,484 37,908 28,743
Net earnings $ 144,068 84,431 87,986 70,427 69,126
Per share amounts (diluted):
Earnings from continuing operations $ 2.49 1.34 1.42 0.90 1.09
Earnings from discontinued operations $ - 0.89 1.01 1.05 0.80
Cumulative effect of changes in accounting
principles $ - - - - 0.03
Net earnings per share $ 2.49 2.23 2.43 1.95 1.92
Cash dividends per share - common stock $ .05 .088 .10 .10 .095
Cash dividends per share - Class B common stock $ .045 .079 .09 .09 .084
FINANCIAL POSITION:
Total assets $ 1,917,834 1,343,284 1,589,593 1,341,065 1,205,214
Total debt $ 798,838 661,695 689,159 557,055 493,203
Stockholders' equity $ 715,665 438,999 695,456 607,794 534,088
Shares outstanding (000's) 58,151 53,160 35,928 35,864 35,768
Stockholders' equity per share $ 12.31 8.26 19.36 16.95 14.93
DELIVERY AND BACKLOG INFORMATION:
Number of homes delivered 10,777 6,702 5,968 4,680 4,965
Backlog of home sales contracts 4,100 3,318 1,929 1,802 1,703
Dollar value of backlog $ 840,000 665,000 312,000 255,000 247,000
</TABLE>
As a result of the Company's spin-off of its commercial real estate investment
and management business, including the Investment Division business segment, the
selected financial data for 1996, 1995 and 1994 has been restated to reflect the
Company's Investment Division as a discontinued operation.
1
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CERTAIN STATEMENTS CONTAINED IN THE FOLLOWING MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY BE
"FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. SUCH STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN GENERAL
ECONOMIC CONDITIONS, THE MARKET FOR HOMES GENERALLY AND IN AREAS WHERE THE
COMPANY HAS DEVELOPMENTS, THE AVAILABILITY AND COST OF LAND SUITABLE FOR
RESIDENTIAL DEVELOPMENT, MATERIALS PRICES, LABOR COSTS, INTEREST RATES, CONSUMER
CONFIDENCE, COMPETITION, ENVIRONMENTAL FACTORS AND GOVERNMENT REGULATIONS
AFFECTING THE COMPANY'S OPERATIONS.
RESULTS OF OPERATIONS
OVERVIEW
Lennar achieved record results in 1998, reflecting a successful
repositioning of operations in 1997 and a greater focus on homebuilding and
residential financial services. Lennar's earnings from continuing operations
increased in 1998 to $144.1 million, or $2.49 per share diluted ($2.59 per share
basic), compared to $50.6 million, or $1.34 per share diluted ($1.35 per share
basic), in 1997 and $51.5 million, or $1.42 per share diluted ($1.43 per share
basic), in 1996. Several factors contributed to the growth in earnings from
continuing operations in 1998. The Company has expanded significantly in
California over the past three years through various strategic acquisitions and
land purchases, including the merger with Pacific Greystone on October 31, 1997.
The merger with Pacific Greystone also expanded the Company's operations in
Arizona and provided the Company with operations in Nevada. The Company's growth
in these markets, combined with favorable market conditions throughout all of
its homebuilding markets, contributed to increased earnings in 1998. In
addition, the Company's earnings from partnerships increased significantly,
reflecting a full year of operations of Lennar Land Partners, which was formed
on October 31, 1997, and is 50% owned by the Company.
On October 31, 1997, the Company successfully completed a merger with
Pacific Greystone Corporation. Additionally, Lennar completed the spin-off of
its commercial real estate investment and management business consisting of the
Investment Division (which is classified as a discontinued operation in the
accompanying consolidated statements of earnings and cash flows), the portions
of the Financial Services Division involved in commercial mortgage lending and
investments (but not the portions of the Financial Services Division which are
involved in lending to and providing title services to homeowners, servicing
residential mortgages or providing services to homebuyers or homeowners) and
certain assets of the Homebuilding Division utilized in related businesses. The
spin-off was conducted through a distribution of the stock of LNR Property
Corporation ("LNR") to the stockholders of Lennar. The spin-off, in the form of
a tax-free distribution, was completed effective October 31, 1997. At the time
of the spin-off transaction, Lennar and LNR formed a general partnership
("Lennar Land Partners") to acquire, develop and sell land. Lennar and LNR
contributed properties to Lennar Land Partners in exchange for 50% general
partnership interests in Lennar Land Partners.
Lennar's results of operations for 1997 and 1996 include the results of
the commercial real estate investment and management business for the period
from December 1, 1995 to October 31, 1997, and the results of operations for
Pacific Greystone Corporation and the Company's share of the earnings from
Lennar Land Partners for the period from November 1, 1997 to November 30, 1997.
2
<PAGE>
HOMEBUILDING
The Homebuilding Division sells and constructs single-family attached
and detached homes. These activities also include the purchase, development and
sale of residential land. The following tables set forth selected financial and
operational information for the periods indicated:
<TABLE>
<CAPTION>
SELECTED HOMEBUILDING DIVISION FINANCIAL DATA
(DOLLARS IN THOUSANDS, Years Ended November 30,
EXCEPT AVERAGE SALES PRICES) 1998 1997 1996
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Sales of homes $ 2,089,762 1,130,989 894,663
Other 114,666 77,581 57,985
- ------------------------------------------------------------------------
Total revenues $ 2,204,428 1,208,570 952,648
Gross margin - home
sales ($) $ 448,021 223,298 171,513
Gross margin - home
sales (%) 21.4% 19.7% 19.2%
Selling, general &
administrative expenses ($) $ 210,039 130,006 99,301
Selling, general &
administrative expenses as
a percentage of
homebuilding revenues (%) 9.5% 10.8% 10.4%
Operating earnings ($) $ 283,369 120,240 91,066
Operating earnings (%) 12.9% 10.0% 9.6%
Average sales price $ 194,000 169,000 150,000
- -------------------------------------------------------------------------
</TABLE>
SUMMARY OF HOME AND BACKLOG DATA
- --------------------------------------------------------------
DELIVERIES 1998 1997 1996
- --------------------------------------------------------------
Florida 3,761 3,367 3,363
California 3,029 587 58
Texas 2,484 2,075 1,832
Arizona/Nevada 1,503 673 715
- --------------------------------------------------------------
10,777 6,702 5,968
- --------------------------------------------------------------
NEW ORDERS
- --------------------------------------------------------------
Florida 4,010 3,457 3,251
California 2,851 758 52
Texas 2,519 2,305 1,884
Arizona/Nevada 1,636 592 660
- --------------------------------------------------------------
11,016 7,112 5,847
- --------------------------------------------------------------
BACKLOG - HOMES
- --------------------------------------------------------------
Florida 1,544 1,295 1,205
California 1,148 783 39
Texas 703 668 438
Arizona/Nevada 705 572 247
- --------------------------------------------------------------
4,100 3,318 1,929
- --------------------------------------------------------------
BACKLOG - DOLLAR VALUE
(IN THOUSANDS) $840,000 665,000 312,000
- --------------------------------------------------------------
3
<PAGE>
Revenues from homebuilding operations were $2.2 billion in 1998, $1.2
billion in 1997 and $953 million in 1996. The increased revenues in 1998 and
1997 were primarily the result of additional revenues from home sales. Higher
revenues from home sales were primarily attributable to increases in the number
of new home deliveries and the average sales price. The number of homes
delivered increased in all markets in 1998. The primary increases occurred in
California and Arizona/Nevada as a result of the merger with Pacific Greystone
in 1997 and additional acquisitions made in 1998. The 1997 increase in
deliveries was primarily generated from growth in the California and Texas
homebuilding markets. The higher average sales price in both 1998 and 1997 was
due primarily to a greater percentage of deliveries in the California market,
where average sales prices are currently higher. Other Homebuilding Division
revenues consisted primarily of residential land sales and equity in earnings
from partnerships in all three years. In 1998, 1997 and 1996, sales of
residential land totaled $77.2 million, $63.8 million and $50.8 million,
respectively. Equity in earnings from partnerships increased to $30.9 million in
1998 from $4.0 million in 1997 and $0.2 million in 1996. The increase in 1998
was primarily due to the Company's equity in earnings from Lennar Land Partners,
which was formed in late 1997.
Gross margin percentages from sales of homes were 21.4% in 1998, 19.7%
in 1997 and 19.2% in 1996. The increases in 1998 and 1997 were primarily
attributable to a greater percentage of deliveries from the California market,
where margin percentages are currently higher. The 1998 increase also reflected
higher margin percentages in the Company's Texas homebuilding market. Gross
margins from land sales totaled $12.6 million, or 16.3%, $16.2 million, or
25.3%, and $12.0 million, or 23.6%, in 1998, 1997 and 1996, respectively.
Margins achieved on sales of land may vary significantly from period to period.
Selling, general and administrative expenses as a percentage of total
homebuilding revenues were 9.5% in 1998, 10.8% in 1997 and 10.4% in 1996. The
1998 decrease resulted primarily from the increase in revenues as a result of
the Company's expansion. The increased percentage in 1997 was primarily
attributable to start-up and operating costs in California related to the
Company's expansion into the California market prior to the merger with Pacific
Greystone.
New sales orders increased 55% in 1998 and 22% in 1997. The growth in
new orders for 1998 was attributable primarily to the Company's continued
expansion in California, including the acquisition of Pacific Greystone, and
generally favorable market conditions throughout all of the Company's
homebuilding markets. The growth in new orders for 1997 was attributable
primarily to the Company's expansion in California and Texas. The new sales
orders increase in 1998, combined with acquisitions made in 1998, resulted in a
24% increase in the Company's backlog of home sales contracts to 4,100 at
November 30, 1998, compared to a backlog of 3,318 contracts a year earlier. The
dollar value of contracts in backlog increased 26% to $840.0 million at November
30, 1998 from $665.0 million a year earlier.
FINANCIAL SERVICES
The Financial Services Division provides mortgage financing, title
insurance and closing services for Lennar homebuyers and others; acquires,
packages and resells residential mortgage loans and mortgage-backed securities,
performs mortgage loan servicing activities and provides cable television and
alarm monitoring services to residents of Lennar communities and others. This
Division previously invested in rated portions of issues of commercial real
estate mortgage-backed securities ("CMBS") for which Lennar's discontinued
Investment Division was the special servicer and also an investor in related
securities. Such CMBS were distributed as part of the spin-off of the commercial
real estate investment and management business. The following table sets forth
selected financial and operational information relating to the Financial
Services Division:
4
<PAGE>
Years Ended November 30,
(DOLLARS IN THOUSANDS) 1998 1997 1996
- ---------------------------------------------------------------------
REVENUES $ 208,543 89,369 82,577
COSTS AND EXPENSES 175,208 53,837 53,924
- ---------------------------------------------------------------------
OPERATING EARNINGS $ 33,335 35,532 28,653
- ---------------------------------------------------------------------
Dollar volume of
mortgages originated $ 1,031,338 419,933 527,036
- ---------------------------------------------------------------------
Number of mortgages
originated 7,900 3,500 4,600
- ---------------------------------------------------------------------
Principal balance of
servicing portfolio $ 3,213,235 3,073,010 3,286,225
- ---------------------------------------------------------------------
Number of loans serviced 41,000 39,700 42,100
- ---------------------------------------------------------------------
Operating earnings of the Financial Services Division in 1998 included
a significant contribution from North American Title, which was acquired in
January 1998 and provides title and escrow services in California, Arizona and
Colorado. Additionally, the Division experienced improved profits from mortgage
services primarily due to increased homebuilding volume and a greater capture
rate of Lennar homebuyers and others. These improvements in 1998 were offset by
the absence of the portions of this Division previously involved in commercial
mortgage lending and investments, which were spun-off on October 31, 1997.
The increase in 1997 operating earnings compared to 1996 was primarily
the result of the expansion of the title business in the Houston market,
increased mortgage profits and the effect of capitalization of mortgage
servicing rights as required by Statement of Financial Accounting Standards
("SFAS") No. 122, ACCOUNTING FOR MORTGAGE SERVICING RIGHTS, as amended by SFAS
No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES. Additionally, operating earnings increased due
to the Division's investment in the rated portion of CMBS, partnerships and
commercial loans, prior to the spin-off transaction. Mortgage loan originations
were lower in 1997 compared to 1996 due to a reduction in the Division's
involvement in a less profitable wholesale loan origination business.
DISCONTINUED OPERATIONS
On June 10, 1997, the Company's Board of Directors approved a plan to
spin-off its commercial real estate investment and management business, which
primarily consisted of the Investment Division. The spin-off was conducted
through the distribution of the stock of LNR Property Corporation to the
stockholders of Lennar. The spin-off, in the form of a tax-free distribution,
was completed effective October 31, 1997. The Investment Division was involved
in the development, management and leasing, as well as the acquisition and sale,
of commercial and multi-family residential rental properties and land. The
Investment Division also was a participant and manager in a number of
partnerships which acquired portfolios of commercial mortgage loans and real
estate. The Division shared in the profits or losses of the partnerships and
also received fees for management and disposition of the partnerships' assets.
This Division also acquired, at a discount, the unrated portions of debt
securities which were collateralized by commercial real estate loans. The
Division only invested in securities for which it acted as the special servicer
on behalf of all the holders of the securities. The Division earned interest on
its investment, as well as fees for the special servicing activities.
Operating earnings from the discontinued Investment Division were $68.4
million in 1997 and $68.0 million in 1996. The slight increase in 1997 related
to higher sales of other real estate and other revenues, primarily consisting of
an increased investment in CMBS, offset by lower management fees, lower rental
income generated by operating properties owned by the Company and reduced
earnings from the Division's partnerships.
5
<PAGE>
INTEREST
During 1998, 1997 and 1996, interest expense relating to continuing
operations was $47.6 million, $25.0 million and $22.9 million, respectively.
Capitalized interest charged to expense for continuing operations was $43.1
million in 1998, $24.7 million in 1997 and $20.5 million in 1996.
The increase in interest expense and capitalized interest charged to
expense in both years was due to higher debt levels and increased home
deliveries as a result of the Company's expansion. The amount of interest
capitalized by the Company's operations in any one year is a function of the
assets under development, outstanding debt levels and interest rates. At
November 30, 1998 and 1997, capitalized interest as a percentage of homebuilding
inventories approximated 3% and 4%, respectively.
RESTRUCTURING CHARGE
In the fourth quarter of 1997, the Company recorded a restructuring
charge to continuing operations for the estimated costs of the spin-off of LNR
Property Corporation and formation of Lennar Land Partners. The restructuring
charge was $29.2 million and consisted of professional fees, transaction costs,
the write-off of deferred loan costs on mortgages and notes which were paid off
to effect the spin-off and an impairment charge relating to the change in use of
the land that was contributed to Lennar Land Partners. The impairment charge,
which approximated $13.7 million, was a result of the change from the Company's
previous intended use of the property for development and sale of homes to the
new intended use in Lennar Land Partners where the land is being developed for
sale as homesites. The liabilities recorded as part of the restructuring charge
were substantially paid in 1997 and 1998.
INCOME TAXES
The provision for income taxes for 1998, 1997 and 1996 was 40.0%, 40.0%
and 39.0% of pre-tax earnings, respectively. The increase in 1997 compared to
1996 resulted primarily from permanent differences arising from the
restructuring charge recorded during the fourth quarter of 1997.
PRO FORMA RESULTS OF OPERATIONS
The pro forma results of operations give effect to the spin-off of the
Company's commercial real estate investment and management business, the merger
with Pacific Greystone Corporation and the formation of Lennar Land Partners,
all of which were completed on October 31, 1997, as if such transactions had
occurred at the beginning of the periods presented. Lennar Corporation pro forma
results were derived from the 12 months ended November 30; Pacific Greystone
Corporation pro forma results were derived from the 12 months ended December 31.
6
<PAGE>
The following pro forma information for 1997 and 1996 is presented to
report results on a more comparable basis to 1998. The following pro forma
financial information does not purport to be indicative of the results of
operations which would have been reported if the transactions had occurred on
the dates or for the periods indicated.
SELECTED PRO FORMA REVENUES AND EARNINGS INFORMATION
Pro Forma
----------------------------
(IN THOUSANDS) 1998 1997 1996
- -----------------------------------------------------------------------
REVENUES:
Homebuilding $ 2,204,428 1,692,083 1,354,568
Financial services 208,543 52,305 44,218
Limited-purpose
finance subsidiaries 3,894 5,143 6,436
- -----------------------------------------------------------------------
Total revenues $ 2,416,865 1,749,531 1,405,222
- -----------------------------------------------------------------------
OPERATING EARNINGS:
Homebuilding $ 283,369 172,141 142,988
Financial services 33,335 11,642 6,470
Limited-purpose
finance subsidiaries - 13 (3)
- -----------------------------------------------------------------------
Total operating
earnings 316,704 183,796 149,455
Corporate general and
administrative
expenses 28,962 23,212 18,894
Interest expense 47,628 30,657 29,440
- -----------------------------------------------------------------------
PRE-TAX EARNINGS 240,114 129,927 101,121
Income taxes 96,046 52,646 41,348
- -----------------------------------------------------------------------
NET EARNINGS $ 144,068 77,281 59,773
- -----------------------------------------------------------------------
HOMEBUILDING
Homebuilding revenues increased to $2.2 billion in 1998 from $1.7
billion (pro forma) in 1997. Revenues were higher due primarily to a 21%
increase in the number of home deliveries, a 5% increase in the average sales
price and increases in sales of land and equity in earnings from partnerships.
New home deliveries increased to 10,777 homes in 1998 from 8,943 homes (pro
forma) in 1997. New home deliveries increased primarily as a result of expansion
in Texas and California and generally favorable market conditions throughout the
Company's homebuilding markets. The average sales price on homes delivered
increased to $194,000 in 1998 from $185,000 (pro forma) in 1997. This increase
was due primarily to higher average sales prices in the Texas market and a
higher percentage of deliveries in the California market, where average sales
prices are currently higher. The Company recorded land sales totaling $77.2
million and $16.7 million (pro forma) in 1998 and 1997, respectively. The
increase in land sales reflected, in part, the Company's strategy to redeploy
capital from certain long-term assets to shorter-term assets. Equity in earnings
from partnerships totaled $30.9 million in 1998 compared to $3.7 million (pro
forma) in 1997. The increase in 1998 compared with 1997 reflected the
contribution from Lennar Land Partners, which was formed on October 31, 1997.
7
<PAGE>
Homebuilding revenues on a pro forma basis increased to $1.7 billion in
1997 from $1.4 billion in 1996. Revenues were higher due to a greater number of
home deliveries and an increase in the average sales price. New home deliveries
on a pro forma basis increased to 8,943 homes in 1997 from 7,929 homes in 1996.
The greatest increases in deliveries were generated from growth in the
California and Texas homebuilding markets. The average sales price on homes
delivered on a pro forma basis increased to $185,000 in 1997 from $166,000 in
1996. The higher average sales price was due to a proportionately greater number
of deliveries of higher-priced homes from the Company's move-up segment and a
greater percentage of deliveries in the California market, which has
higher-priced homes. The Company recorded land sales on a pro forma basis
totaling $16.7 million and $29.1 million in 1997 and 1996, respectively.
Gross margin percentages on home sales increased to 21.4% in 1998 from
19.7% (pro forma) in 1997 and 19.6% (pro forma) in 1996. The increase in 1998
compared to 1997 was primarily attributable to increased margin percentages in
the Company's California and Texas markets and higher proportionate deliveries
in California, where margin percentages are currently higher. Gross margins from
land sales totaled $12.6 million, or 16.3%, $1.5 million, or 9.0% (pro forma),
and $5.3 million, or 18.2% (pro forma), in 1998, 1997 and 1996, respectively.
Margins achieved on sales of land may vary significantly from period to period.
Selling, general and administrative expenses as a percentage of
homebuilding revenues were 9.5% in both 1998 and 1997 (pro forma) and 9.3% (pro
forma) in 1996. The increase in 1997 was primarily attributable to start-up and
operating costs in California related to the Company's expansion into the
California market, prior to the merger with Pacific Greystone Corporation.
FINANCIAL SERVICES
Operating earnings from the Financial Services Division increased to
$33.3 million in 1998 from $11.6 million (pro forma) in 1997 due primarily to
the strong performance of North American Title, which was acquired in January
1998, and increased earnings from mortgage services. Higher earnings in mortgage
services were primarily due to higher homebuilding volume and a greater capture
rate of Lennar homebuyers and others.
Operating earnings from the Financial Services Division on a pro forma
basis increased to $11.6 million in 1997 from $6.5 million in 1996. This
increase was primarily due to expansion of the title business in the Houston
market, increased mortgage profits and the effect of the capitalization of
mortgage servicing rights.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES
Corporate general and administrative expenses as a percentage of total
revenues decreased to 1.2% in 1998 from 1.3% (pro forma) for both 1997 and 1996.
This decrease was due primarily to the increase in revenues.
INTEREST EXPENSE
Interest expense increased to $47.6 million in 1998 from $30.7 million
(pro forma) in 1997 and $29.4 million (pro forma) in 1996. The increase in
interest expense in 1998 compared to 1997 was primarily the result of higher
average debt levels in 1998, due to the Company's expansion, and an increase in
the amount of capitalized interest charged to expense due to a greater number of
homes delivered and an increase in interest per home delivered. Capitalized
interest charged to expense was $43.1 million, $25.0 million (pro forma) and
$23.7 million (pro forma) in 1998, 1997 and 1996, respectively.
8
<PAGE>
FINANCIAL CONDITION AND CAPITAL RESOURCES
The Company finances its land acquisition and development activities,
construction activities, financial services activities and general operating
needs primarily from cash generated from operations as well as from revolving
lines of credit, public debt and equity, financial institution borrowings and
purchase money notes. The Company also buys land under option agreements. Option
agreements permit the Company to acquire portions of properties when it is ready
to build homes on them. The financial risk of adverse market conditions
associated with longer-term land holdings is managed by prudent underwriting of
land purchases in areas that the Company views as desirable growth markets,
diversification of risk through partnerships with other entities and careful
management of the land development process. Based on its current financing
capabilities, the Company does not believe that its land holdings have a
significant adverse effect on its liquidity.
At November 30, 1998, the Company had unsecured revolving credit
facilities in the aggregate amount of $650 million, which may be used to
refinance existing indebtedness, for working capital, for acquisitions and for
general corporate purposes. At November 30, 1998, $136.7 million was outstanding
under the Company's unsecured revolving credit facilities, compared to $376.5
million outstanding at November 30, 1997. The decrease in 1998 was primarily a
result of the Company's issuance of $229 million of zero coupon senior
convertible debentures in July 1998, combined with reductions in November 1998
resulting from several land sales, a high level of home deliveries at the end of
the year and other transactions. Amounts outstanding under the unsecured
revolving credit facilities are expected to increase in the first half of 1999
due to planned land acquisition and development and homebuilding activities, but
the Company expects amounts borrowed under such facilities to remain well below
amounts available.
In the third quarter of 1998, the Company issued, for $229 million,
zero coupon senior convertible debentures due 2018 ("Debentures") with a face
amount at maturity of $493 million. The Debentures were issued at a price of
$464.13 per $1,000 face amount at maturity, which equates to a yield to maturity
over the life of the Debentures of 3 7/8%. Net proceeds from the offering, after
underwriting discount and expenses, were approximately $223 million. The Company
used the proceeds to repay $100 million in short-term loans which had been
incurred to fund acquisitions and to reduce balances outstanding under its
revolving credit facilities. The Debentures are convertible at any time into the
Company's common stock at the rate of 12.3768 shares per $1,000 face amount at
maturity, which equates to an initial conversion price of $37.50 per share. If
the Debentures are converted during the first five years, the Company may elect
to pay cash equal to the fair value of the common stock at the time of the
conversion. Holders have the option to require the Company to repurchase the
Debentures on any of the fifth, tenth or fifteenth anniversary dates from the
issue date for the initial issue price plus accrued original issue discount. The
Company has the option to satisfy the repurchases with any combination of cash
and/or shares of the Company's common stock. The Company will have the option to
redeem the Debentures, in cash, at any time after the fifth anniversary date for
the initial issue price plus accrued original issue discount. At November 30,
1998, the amount outstanding, net of unamortized original issue discount, was
$231.9 million.
The Company's ratio of homebuilding debt to total capital was 43% at
November 30, 1998, compared with 55% at November 30, 1997 and the Company's
year-end target of less than 50%.
9
<PAGE>
The Company utilizes interest rate swap agreements to manage interest
costs and hedge against risks associated with changing interest rates. At
November 30, 1998, the Company had three interest rate swap agreements
outstanding with a total notional amount of $200 million, which will mature in
2002. These agreements fixed the LIBOR index (to which certain of the Company's
debt interest rates are tied) at approximately 6.1%. In 1998, the Company
entered into a contract to hedge the interest rate risk associated with an
anticipated offering of $200 million of 10-year notes. The contract fixes the
yield on the 10-year U.S. Treasury Note (which will be used as a basis for
determining the interest rate on the Company's offering of notes) at 5.8%. The
Company expects to issue the notes in 1999. Any amounts paid to or received from
the counterparty to this agreement at the time the notes are issued will be
recognized as an adjustment to interest over the life of the notes. The
Financial Services Division, in the normal course of business, also uses
derivative financial instruments to meet the financing needs of its customers
and reduce its own exposure to fluctuations in interest rates. Counterparties to
each of the above agreements are major financial institutions. Credit loss from
counterparty non-performance is not anticipated.
During 1998, Standard & Poor's upgraded its corporate credit and senior
unsecured debt ratings on the Company to BBB- from BB+. The Company believes the
"Investment Grade" rating from Standard & Poor's benefited the Company in 1998
and will continue to benefit it through reduced borrowing costs and better
access to capital.
Lennar Financial Services finances mortgage loans held for sale or
disposition on a short-term basis by either pledging them as collateral for
borrowings under a line of credit totaling $200 million or borrowing funds from
Lennar Corporation in instances where, on a consolidated basis, this minimizes
the overall cost of funds. Total borrowings under the financial services line of
credit were $196.7 million and $86.9 million at November 30, 1998 and 1997,
respectively.
In 1998, the Company entered into an equity draw-down agreement with a
major international banking firm, HSBC James Capel Canada, Inc. ("HSBC") under
which the Company has the option to sell common stock, up to proceeds of $120
million, to HSBC in increments of up to $15 million (or such higher amount as
may be agreed to by the parties) per month. As of November 30, 1998, the Company
had issued 1.1 million shares under the agreement resulting in proceeds to the
Company of $36 million.
Also during 1998, the Company filed a shelf registration statement and
prospectus with the Securities and Exchange Commission to offer, from time to
time, its common stock, preferred stock, depositary shares, debt securities or
warrants at an aggregate initial offering price not to exceed $500 million. As
of November 30, 1998, the Company had $235 million available under the shelf
registration statement. Proceeds can be used for repayment of debt, acquisitions
and general corporate purposes.
The Company will continue to actively evaluate potential acquisitions
which fit into its homebuilding and financial services strategies and meet its
profitability and return on capital requirements. Acquisitions, if any, will be
funded through any of the Company's currently available credit facilities,
amounts available under the shelf registration or the issuance of additional
public debt, common stock or preferred stock.
10
<PAGE>
The Company has maintained excellent relationships with the financial
institutions participating in its financing arrangements and has no reason to
believe that such relationships will not continue in the future. Based on the
Company's current financial condition and credit relationships, Lennar believes
that its operations and borrowing resources will provide for its current and
long-term capital requirements at the Company's anticipated levels of growth.
LIMITED-PURPOSE FINANCE SUBSIDIARIES
Limited-purpose finance subsidiaries of Lennar Financial Services have
placed mortgage loans and other receivables as collateral for various long-term
financings. These subsidiaries pay the debt service on the long-term borrowings
primarily from the cash flows generated by the related pledged collateral.
Therefore, the related interest income and interest expense substantially offset
one another in each of the years in the three-year period ended November 30,
1998. As part of the spin-off of the Company's commercial real estate investment
and management business, the Company transferred to LNR its interest in the
assets of the limited-purpose finance subsidiaries to the extent such assets
exceeded the related liabilities. The Company believes that the cash flows
generated by these subsidiaries will be adequate to meet the required debt
payment schedules.
CASH FLOWS
In 1998, $63.2 million in cash was provided by the Company's
operations, compared to $91.1 million in cash used in 1997. Cash flows from
operations in 1998 consisted primarily of $144.1 million of net earnings and an
increase in accounts payable and other liabilities of $119.6 million. This
generation of cash was primarily offset by $112.3 million of cash used to
increase inventories through land purchases, land development and construction
and $111.6 million of cash used to increase loans held for sale or disposition
by the Company's Financial Services Division. In 1997, cash flows used in
operations primarily consisted of $107.0 million of cash used to increase
inventories through land purchases, land development and construction and $32.4
million of cash used to increase loans held for sale or disposition by the
Company's Financial Services Division. These uses were partially offset by $84.4
million of net earnings and an increase in accounts payable and other
liabilities of $34.7 million.
In 1998, $209.8 million in cash was used in the Company's investing
activities compared to $171.3 million in cash provided in 1997. Cash flows used
in investing activities in 1998 consisted primarily of $190.5 million of cash
used for acquisitions. In 1997, $131.8 million was provided by the Company's
investments in partnerships and $158.1 million was provided by sales of and
principal payments received from the Company's portfolio of investment
securities (CMBS) by both the discontinued Investment Division and the Financial
Services Division. This generation of cash was partially offset by $113.0
million used to purchase investment securities.
The Company's cash flows from financing activities are discussed above.
BACKLOG
Backlog represents the number of homes subject to pending sales
contracts. Homes are sold using sales contracts which are usually accompanied by
sales deposits. Before entering into sales contracts, the Company generally
prequalifies its customers. In some instances, purchasers are
11
<PAGE>
permitted to cancel sales contracts if they are unable to close on the sale of
their existing home or fail to qualify for financing and under certain other
circumstances. The Company experienced a cancellation rate of 20% in 1998, 19%
in 1997 and 20% in 1996. Although cancellations can delay the sales of the
Company's homes, they have not had a material impact on sales, operations or
liquidity, because the Company closely monitors the progress of prospective
buyers in obtaining financing and monitors and adjusts construction start plans
to match the level of demand for homes. The Company does not recognize revenue
on homes covered by pending sales contracts until the sales are closed and title
passes to the new homeowners.
SEASONALITY
The Company has historically experienced variability in results of
operations from quarter to quarter due to the seasonal nature of the
homebuilding business. The Company typically experiences the highest rate of
orders for new homes in the first half of the calendar year. Because new home
deliveries trail orders for new homes by several months, the Company typically
has a greater percentage of new home deliveries in the second half of its fiscal
year compared to the first half. As a result, the Company's earnings from sales
of homes are generally higher in the second half of the fiscal year.
INTEREST RATES AND CHANGING PRICES
Inflation can have a long-term impact on the Company because increasing
costs of land, materials and labor result in a need to increase the sales prices
of homes. In addition, inflation is often accompanied by higher interest rates,
which can have a negative impact on housing demand and the costs of financing
land development activities and housing construction. Increased construction
costs, rising interest rates, as well as increased materials and labor costs,
may reduce gross margins in the short-term; however, the Company attempts to
recover the increased costs through increased sales prices without reducing
sales volume. In recent years the increases in these costs have followed the
general rate of inflation and hence have not had a significant adverse impact on
the Company. In addition, deflation can impact the value of real estate. There
can be no assurance that changing prices will not have a material adverse impact
on the Company's future results of operations.
YEAR 2000
The "Year 2000 issue" relates to issues which may arise from the
inability of existing computer systems to properly recognize the year 2000. If
not corrected, computer systems may fail or miscalculate data.
The Company uses a variety of operating systems, computer software
applications, computer hardware equipment and other equipment in conjunction
with its homebuilding and financial services operations. In addition, the
Company uses other non-information technology internal office systems. The
Company is in the process of converting the majority of its computer information
systems to one company-wide system. This new system is Year 2000 compliant. The
Company has completed a significant portion of the implementation of this new
system and expects to complete the implementation by the end of 1999. The
Company is also making modifications to its existing computer information
systems to make them Year 2000 compliant in the event it is not able to complete
the conversion to the new company-wide system before the year 2000. The
financial impact of becoming Year 2000 compliant has not been and is not
expected to be material to the Company's financial position or results of
operations.
12
<PAGE>
The Company is surveying certain of its significant vendors,
subcontractors, suppliers and others ("third parties") to assess their state of
readiness for the Year 2000. The Company cannot assure that the third parties
will be Year 2000 compliant and failure of the third parties to be Year 2000
ready could have an adverse effect on the Company. Disruptions of financial
markets or computer system failures at government agencies, financial
institutions, utilities and others on which the Company is dependent could also
adversely impact the Company. The effects of a potential disruption cannot be
determined at this time.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION. SFAS No. 131 requires public companies to report certain
information about their operating segments in their annual and interim financial
statements. It also requires public companies to report certain information
about their products and services, the geographic areas in which they operate
and their major customers. The Company will adopt the statement in its fiscal
year 1999. This statement will require additional financial statement
disclosures but will not have an impact on the Company's results of operations
or financial position.
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, which is effective for fiscal years
beginning after June 15, 1999. This statement will require the Company to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. Management
does not currently believe that the implementation of SFAS No. 133 will have a
material impact on the Company's results of operations or financial position.
13
<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, 1998 and 1997
and the related consolidated statements of earnings, cash flows and
stockholders' equity for each of the three years in the period ended November
30, 1998. 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, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
November 30, 1998, in conformity with generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, effective
December 1, 1996, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS
AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.
/s/ Deloitte & Touche LLP
Miami, Florida
January 8, 1999
14
<PAGE>
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 testing 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/ Bruce E. Gross /s/ Diane J. Bessette
Bruce E. Gross Diane J. Bessette
Chief Financial Officer Controller
15
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
Lennar Corporation and Subsidiaries
November 30, 1998 and 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
HOMEBUILDING:
Cash and cash equivalents $ 34,677 52,926
Receivables, net 23,803 34,646
Inventories:
Construction in progress and model homes 1,131,540 636,622
Land held for development 67,013 170,353
--------------- ----------
Total inventories 1,198,553 806,975
Investments in partnerships 156,536 108,064
Other assets 137,311 136,229
--------------- ----------
1,550,880 1,138,840
FINANCIAL SERVICES ASSETS 332,062 156,988
LIMITED-PURPOSE FINANCE SUBSIDIARIES - COLLATERAL FOR
BONDS AND NOTES PAYABLE 34,892 47,456
--------------- ----------
$ 1,917,834 1,343,284
--------------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
HOMEBUILDING:
Accounts payable and other liabilities $ 322,267 198,386
Income taxes currently payable 33,440 22,634
Mortgage notes and other debts payable, net 530,630 527,303
--------------- ----------
886,337 748,323
FINANCIAL SERVICES LIABILITIES 280,940 108,506
LIMITED-PURPOSE FINANCE SUBSIDIARIES - BONDS AND
NOTES PAYABLE 34,892 47,456
STOCKHOLDERS' EQUITY:
Common stock of $0.10 par value per share
Authorized 100,000 shares; issued and outstanding:
1998 - 48,241; 1997 - 43,223 4,824 4,322
Class B common stock of $0.10 par value per share
Authorized 30,000 shares; issued and outstanding:
1998 - 9,910; 1997 - 9,937 991 994
Additional paid-in capital 523,645 388,797
Retained earnings 186,205 44,886
--------------- ----------
715,665 438,999
--------------- ----------
$ 1,917,834 1,343,284
--------------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
Lennar Corporation and Subsidiaries
Years Ended November 30, 1998, 1997 and 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Homebuilding $ 2,204,428 1,208,570 952,648
Financial services 208,543 89,369 82,577
Limited-purpose finance subsidiaries 3,894 5,143 6,436
---------------- ---------- ----------
Total revenues 2,416,865 1,303,082 1,041,661
---------------- ---------- ----------
COSTS AND EXPENSES:
Homebuilding 1,921,059 1,088,330 861,582
Financial services 175,208 53,837 53,924
Limited-purpose finance subsidiaries 3,894 5,130 6,439
Corporate general and administrative 28,962 15,850 12,396
Interest 47,628 24,979 22,891
Restructuring charge - 29,229 -
---------------- ---------- ----------
Total costs and expenses 2,176,751 1,217,355 957,232
---------------- ---------- ----------
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES 240,114 85,727 84,429
Provision for income taxes 96,046 35,122 32,927
---------------- ---------- ----------
EARNINGS FROM CONTINUING OPERATIONS 144,068 50,605 51,502
EARNINGS FROM DISCONTINUED OPERATIONS
(net of income taxes of: 1997 - $21,166
and 1996 - $23,326) - 33,826 36,484
---------------- ---------- ----------
NET EARNINGS $ 144,068 84,431 87,986
---------------- ---------- ----------
BASIC EARNINGS PER SHARE:
CONTINUING OPERATIONS $ 2.59 1.35 1.43
DISCONTINUED OPERATIONS - 0.90 1.02
---------------- ---------- ----------
$ 2.59 2.25 2.45
---------------- ---------- ----------
DILUTED EARNINGS PER SHARE:
CONTINUING OPERATIONS $ 2.49 1.34 1.42
DISCONTINUED OPERATIONS - 0.89 1.01
---------------- ---------- ----------
$ 2.49 2.23 2.43
---------------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Lennar Corporation and Subsidiaries
Years Ended November 30, 1998, 1997 and 1996
(IN THOUSANDS) 1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from continuing operations $ 144,068 50,605 51,502
Earnings from discontinued operations -- 33,826 36,484
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 25,264 9,352 12,039
Amortization of discount/premium on debt, net (885) (313) --
Equity in earnings of partnerships (30,908) (32,947) (52,278)
Investment Division gain on sales of other real estate -- (25,401) (4,098)
Restructuring charge -- 29,229 --
Increase (decrease) in deferred income taxes 12,469 (30,086) (16,067)
Changes in assets and liabilities, net of effects
from acquisitions:
Decrease (increase) in receivables 8,636 (22,468) 1,303
Increase in inventories (112,347) (106,995) (62,015)
(Increase) decrease in other assets (1,970) 5,194 89
(Increase) decrease in financial services
loans held for sale or disposition (111,582) (32,358) 21,476
Increase in accounts payable and other liabilities 119,645 34,708 29,158
Increase (decrease) in income taxes currently payable 10,806 (3,411) 13,826
----------------------------------------------
Net cash provided by (used in) operating activities 63,196 (91,065) 31,419
----------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Operating properties and equipment:
Additions (13,233) (70,773) (26,310)
Sales 51 48,178 10,840
Sales of land held for investment -- 6,253 11,515
(Increase) decrease in investments in partnerships (6,724) 131,777 42,812
Decrease (increase) in financial services mortgage loans 136 745 (6,970)
Purchases of investment securities (3,361) (113,011) (119,525)
Receipts from investment securities 3,733 158,053 48,059
Acquisitions of properties and businesses, net of cash acquired (190,524) -- (133,792)
Acquisition of Pacific Greystone Corporation - cash acquired -- 7,764 --
Other, net 150 2,279 (2,054)
----------------------------------------------
Net cash (used in) provided by investing activities (209,772) 171,265 (175,425)
----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under revolving
credit agreement (239,850) 7,600 153,700
Net borrowings (repayments) under financial services
short-term debt 136,205 30,641 (45,058)
Net proceeds from issuance of zero coupon senior
convertible debentures 222,960 -- --
Mortgage notes and other debts payable:
Proceeds from borrowings 114,581 164,873 162,022
Principal payments (127,571) (212,206) (109,333)
Limited-purpose finance subsidiaries:
Principal reduction of mortgage loans and
other receivables 12,411 9,593 15,226
Principal reduction of bonds and notes payable (11,684) (9,289) (14,581)
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Spin-off transaction - assets distributed, cash -- (69,035) --
Common stock:
Issuance 41,251 2,829 1,038
Dividends (2,749) (3,277) (3,492)
---------------------------------------------
Net cash provided by (used in) financing activities 145,554 (78,271) 159,522
---------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,022) 1,929 15,516
Cash and cash equivalents at beginning of year 62,599 60,670 45,154
---------------------------------------------
Cash and cash equivalents at end of year $ 61,577 62,599 60,670
Summary of cash and cash equivalent balances:
Homebuilding $ 34,677 52,926 43,312
Financial services 26,900 9,673 13,560
Discontinued operations -- -- 3,798
---------------------------------------------
$ 61,577 62,599 60,670
=============================================
Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized $ 15,254 27,511 31,921
Cash paid for income taxes $ 60,157 86,796 60,329
Supplemental disclosures of non-cash investing and
financing activities:
Purchases of investment securities financed by sellers $ -- 23,366 25,619
Assumption of mortgages related to acquisitions of
properties $ 28,913 25,348 17,353
Exchange transactions - like kind tax deferred $ -- 46,000 --
Contribution to Lennar Land Partners $ -- 146,803 --
Common stock issued in 1998 acquisitions $ 94,096 -- --
Acquisition of Pacific Greystone Corporation:
Fair value of assets acquired, inclusive of
cash of $7,764 $ -- 394,786 --
Goodwill recorded -- 45,803 --
Liabilities assumed -- (224,516) --
--------------------------------------------
Common stock issued $ -- 216,073 --
--------------------------------------------
Spin-off of commercial real estate investment and
management business:
Assets distributed, non-cash $ -- (959,752) --
Assets distributed, cash -- (69,035) --
Liabilities distributed -- 461,400 --
Net unrealized gain on securities
available-for-sale distributed -- 18,774 --
--------------------------------------------
Distribution $ -- (548,613) --
============================================
</TABLE>
See accompanying notes to consolidated financial statements.
19
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Lennar Corporation and Subsidiaries
Years Ended November 30, 1998, 1997 and 1996
(IN THOUSANDS) 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK:
Beginning balance $ 4,322 2,594 2,588
Shares issued - merger with Pacific Greystone Corporation -- 1,703 --
Shares issued - acquisitions 350 -- --
Shares issued - equity draw-down agreement 114 -- --
Shares issued - employee stock plans 35 20 6
Conversion of Class B common stock 3 5 --
--------------------------------------------
Balance at November 30 4,824 4,322 2,594
--------------------------------------------
CLASS B COMMON STOCK:
Beginning balance 994 999 999
Conversion to common stock (3) (5) --
--------------------------------------------
Balance at November 30 991 994 999
--------------------------------------------
ADDITIONAL PAID-IN CAPITAL:
Beginning balance 388,797 171,618 170,586
Shares issued - merger with Pacific Greystone Corporation -- 214,370 --
Shares issued - acquisitions 93,746 -- --
Shares issued - equity draw-down agreement 35,957 -- --
Shares issued - employee stock plans 5,145 2,809 1,032
--------------------------------------------
Balance at November 30 523,645 388,797 171,618
--------------------------------------------
RETAINED EARNINGS:
Beginning balance 44,886 512,345 427,851
Net earnings 144,068 84,431 87,986
Spin-off of commercial real estate investment and
management business -- (548,613) --
Cash dividends - common stock (2,302) (2,493) (2,593)
Cash dividends - Class B common stock (447) (784) (899)
--------------------------------------------
Balance at November 30 186,205 44,886 512,345
--------------------------------------------
UNREALIZED GAIN ON SECURITIES AVAILABLE-FOR-SALE, NET:
Beginning balance -- 7,900 5,770
Net unrealized gains for the year -- 10,874 2,130
Spin-off of commercial real estate investment and
management business -- (18,774) --
--------------------------------------------
Balance at November 30 -- -- 7,900
--------------------------------------------
Total stockholders' equity $715,665 438,999 695,456
============================================
</TABLE>
See accompanying notes to consolidated financial statements.
20
<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 a significant, but less than a
controlling, interest is held are accounted for by the equity method. All
significant intercompany transactions and balances have been eliminated.
As a result of the Company's spin-off of its commercial real estate
investment and management business, including the Investment Division business
segment, the accompanying 1997 and 1996 financial statements have been restated
to reflect the Investment Division as a discontinued operation (see Note 2).
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. Cash and cash equivalents as of
November 30, 1998 and 1997 include $15.0 million and $41.9 million,
respectively, of cash held in escrow for periods of up to three days.
INVENTORIES
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF, in the first quarter of 1997. Under this standard,
inventories to be held and used are stated at cost unless the inventory within a
community is determined to be impaired, in which case the impaired inventory is
written down to fair value. SFAS No. 121 requires companies to evaluate
long-lived assets for impairment based on the undiscounted future cash flows of
the assets. Write-downs of inventories deemed to be impaired are recorded as
adjustments to the cost basis of the respective inventories. The Company's
adoption of SFAS No. 121 in the first quarter of 1997 had no effect on the
Company's financial position or results of operations.
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.
21
<PAGE>
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 related to homebuilding,
including interest costs relieved from inventories, is included in interest
expense. Interest expense relating to the financial services operations and
limited-purpose finance subsidiaries is included in their respective costs and
expenses.
During 1998, 1997 and 1996, interest costs of $55.7 million, $62.8 million
and $50.1 million, respectively (excluding the limited-purpose finance
subsidiaries), were incurred and $45.9 million, $33.5 million and $24.9 million,
respectively, were capitalized by the Company's homebuilding and discontinued
investment operations. Capitalized interest charged to expense, including
amounts charged to discontinued investment operations, in 1998, 1997 and 1996
was $43.1 million, $25.7 million and $20.9 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
Investment securities are accounted for in accordance with SFAS No. 115,
ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES. Under SFAS No.
115, debt and equity securities that have determinable fair values are
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. 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.
Historically, the majority of investment securities were held by the
commercial real estate investment and management business, which was spun-off in
1997. At November 30, 1998, investment securities classified as held-to-maturity
totaled $5.2 million and were included in other assets of the Financial Services
Division. There were no other investment securities at November 30, 1998 or
1997.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes interest rate swap and other agreements to manage
interest costs and hedge against risks associated with changing interest rates.
The Company designates interest rate swaps and other agreements as hedges of
specific debt instruments or anticipated transactions and recognizes interest
differentials as adjustments to interest expense. The Financial Services
Division, in the normal course of business, uses derivative financial
instruments to meet the financing needs of its customers and reduce its own
exposure to fluctuations in interest rates. The Division enters into forward
commitments and option contracts to protect the value of loans held for sale or
disposition from increases in market interest rates. Adjustments are made to the
carrying values of these loans based on changes in the market value of these
hedging contracts (see Note 15).
22
<PAGE>
GOODWILL
Goodwill represents the excess of the purchase price over the fair value of
net assets acquired and is amortized by the Company over a 20-year period on a
straight-line basis. At November 30, 1998 and 1997, goodwill was $50.7 million
and $45.8 million, respectively (net of accumulated amortization of $3.1 million
and $0.5 million, respectively). In the event that facts and circumstances
indicate that the carrying value of goodwill may be impaired, an evaluation of
recoverability is performed. If an evaluation is required, the estimated future
undiscounted cash flows associated with the goodwill are compared to the
carrying amount to determine if a write-down to fair value based on discounted
cash flows is required. No impairment existed at November 30, 1998 or 1997.
Goodwill is included in other assets of the Homebuilding and Financial Services
Divisions in the consolidated balance sheets.
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.
STOCK-BASED COMPENSATION
The Company grants stock options to certain employees for a fixed number of
shares with an exercise price not less than the fair value of the shares at the
date of grant. The Company accounts for the stock option grants in accordance
with Accounting Principles Board ("APB") Opinion No. 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES. No compensation expense is recognized because all stock
options granted have exercise prices not less than the market value of the
Company's stock on the date of the grant. The impact of the pro forma
disclosures required by SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,
is included in Note 14.
EARNINGS PER SHARE
In 1998, the Company adopted SFAS No. 128, EARNINGS PER SHARE, which
requires a dual presentation of basic and diluted earnings per share on the face
of the statement of earnings. Basic earnings per share is computed by dividing
earnings attributable to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the Company.
Earnings per share for 1997 and 1996 have been restated to conform with SFAS No.
128 (see Note 13).
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. Premiums and discounts recorded on these loans are presented as
an adjustment to the carrying amount of the loans and are not amortized.
When the Division sells loans or mortgage-backed securities into 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.
23
<PAGE>
On December 1, 1996, the Company adopted SFAS No. 122, ACCOUNTING FOR
MORTGAGE SERVICING RIGHTS. SFAS No. 122, among other provisions, requires
mortgage loan servicing rights to be recognized as separate assets from the
related loans. Upon origination of a mortgage loan, the book value of the
mortgage loan is allocated to the mortgage servicing right and to the loan
(without the mortgage servicing right) based on the estimated relative fair
value, provided there is a plan to sell or securitize the related loan. The
adoption of SFAS No. 122 resulted in an increase of $1.5 million in after-tax
net earnings in the year ended November 30, 1997. In accordance with SFAS No.
122, prior period financial statements have not been restated. On January 1,
1997, the Company adopted SFAS No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING
OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, which amended SFAS No.
122, and requires, among other things, that the book value of loans be allocated
between the mortgage servicing right and the related loan at the time of sale or
securitization, if servicing is retained.
Mortgage servicing rights are periodically evaluated for impairment based
on the fair value of these rights. The fair value of mortgage servicing rights
is determined by discounting the estimated future cash flows using a discount
rate commensurate with the risks involved. This method of valuation incorporates
assumptions that market participants would use in their estimates of future
servicing income and expense, including assumptions about prepayment, default
and interest rates. For purposes of measuring impairment, the loans underlying
the mortgage servicing rights are stratified on the basis of interest rate and
type. The amount of impairment is the amount by which the mortgage servicing
rights, net of accumulated amortization, exceed their fair value by strata.
Impairment, if any, is recognized through a valuation allowance and a charge to
current operations. The book value and fair value of mortgage servicing rights
was $11.1 million and $14.8 million, respectively, at November 30, 1998 and $2.5
million and $3.6 million, respectively, at November 30, 1997. A valuation
allowance related to mortgage servicing rights was not required at or for the
years ended November 30, 1998 and 1997.
Mortgage servicing rights are amortized in proportion to, and over the
period of, the estimated net servicing income of the underlying mortgages.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.
SFAS No. 131 requires public companies to report certain information about their
operating segments in their annual and interim financial statements. It also
requires public companies to report certain information about their products and
services, the geographic areas in which they operate and their major customers.
The Company will adopt this statement in its fiscal year 1999. This statement
will require additional financial statement disclosures but will not have an
impact on the Company's results of operations or financial position.
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, which is effective for years beginning after
June 15, 1999. This statement will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If derivatives are hedges,
depending on the nature of the hedges, changes in the fair value of derivatives
will either be offset against changes in the fair values of the hedged assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged items are recognized in earnings.
Management does not currently believe that the implementation of SFAS No. 133
will have a material impact on the Company's results of operations or financial
position.
RECLASSIFICATION
Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the 1998 presentation.
24
<PAGE>
2. SPIN-OFF OF COMMERCIAL REAL ESTATE INVESTMENT AND MANAGEMENT BUSINESS AND
FORMATION OF LENNAR LAND PARTNERS
On June 10, 1997, the Company's Board of Directors approved a plan to
spin-off the commercial real estate investment and management business
consisting of the Investment Division, the portions of the Financial Services
Division involved in commercial mortgage lending and investments (but not the
portions of the Financial Services Division which were involved in lending to
and providing title services to homeowners, servicing residential mortgages or
providing services to homebuyers or homeowners) and certain assets of the
Company's Homebuilding Division utilized in related businesses. The spin-off was
conducted through a distribution of the stock of LNR Property Corporation
("LNR") to the stockholders of Lennar pursuant to a separation and distribution
agreement that provided that for each existing share of the Company, the
shareholders received one share of common stock of LNR, with the right during a
limited period after the spin-off to exchange that common stock for Class B
common stock of LNR. The spin-off, in the form of a tax-free distribution, was
completed on October 31, 1997 and was recorded as an adjustment to stockholders'
equity.
At the time of the spin-off transaction, the Company and LNR formed a
general partnership ("Lennar Land Partners") to acquire, develop and sell land.
The Company and LNR contributed properties to Lennar Land Partners in exchange
for 50% general partnership interests in Lennar Land Partners. Pursuant to a
management agreement, the Company manages the day-to-day operations of Lennar
Land Partners and receives a management fee. The partnership agreement for
Lennar Land Partners permits the Company and LNR to (i) engage in business
activities which conflict with or are in direct competition with Lennar Land
Partners and (ii) acquire properties from, or sell properties to, Lennar Land
Partners. The Company has options to purchase a portion of the assets originally
contributed to Lennar Land Partners and may be granted options to purchase all
or portions of properties which subsequently are acquired by Lennar Land
Partners. The formation of Lennar Land Partners was effective as of October 31,
1997.
The Company's 1997 and 1996 consolidated financial statements were restated
to reflect the Investment Division business segment as a discontinued operation.
Accordingly, the revenues and expenses have been excluded from the respective
captions in the consolidated statements of earnings, and have been reported
through the date of disposition as "earnings from discontinued operations".
25
<PAGE>
The components of earnings from discontinued operations were as follows:
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1997 1996
----------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Rental income $ 51,254 56,686
Equity in earnings from partnerships 21,071 36,382
Management fees 13,343 18,229
Gain on sales of real estate, net 20,401 4,098
Other 18,418 12,278
-------------------------
Total revenues 124,487 127,673
COSTS AND EXPENSES 56,099 59,721
-------------------------
OPERATING EARNINGS 68,388 67,952
Interest 13,396 8,142
-------------------------
EARNINGS FROM DISCONTINUED OPERATIONS
BEFORE INCOME TAXES 54,992 59,810
Income taxes 21,166 23,326
-------------------------
EARNINGS FROM DISCONTINUED OPERATIONS $ 33,826 36,484
=========================
</TABLE>
Earnings from discontinued operations include the results of operations
through October 31, 1997, the measurement and disposal date. Accordingly, the
Company did not recognize a loss on disposal of the discontinued Investment
Division. During the fourth quarter of 1997, the Company recorded a
restructuring charge to continuing operations for the estimated costs of the
spin-off and formation of Lennar Land Partners. The restructuring charge was
$29.2 million and consisted of professional fees, transaction costs, the
write-off of deferred loan costs on mortgages and notes which were paid off to
effect the spin-off and an impairment charge relating to the change in use of
land that was contributed to Lennar Land Partners. The impairment charge, which
approximated $13.7 million, was a result of the change from the Company's
previous intended use of the property for development and sale of homes to the
new intended use in Lennar Land Partners, where the land will be developed for
sale as homesites. No impairment charge was recorded for the portions of the
land that the Company has options to purchase from Lennar Land Partners. Amounts
relating to the restructuring charge were substantially paid in 1997 and 1998.
In addition to the Investment Division business segment, assets and
liabilities of the Homebuilding and Financial Services Divisions utilized in the
commercial real estate investment and management business were distributed in
the spin-off of LNR. The following revenues and expenses were associated with
the assets and liabilities of the Financial Services Division distributed in the
spin-off of LNR:
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Revenues $39,913 37,466
----------------------------
Expenses $15,518 14,980
============================
</TABLE>
The revenues and expenses associated with the assets and liabilities of the
Homebuilding Division distributed in the spin-off of LNR were not significant
for the periods presented.
26
<PAGE>
3. ACQUISITIONS
During the third quarter of 1998, the Company acquired the properties of
two California homebuilders, ColRich Communities and Polygon Communities. During
the first quarter of 1998, the Company acquired a Northern California
homebuilder, Winncrest Homes, and the North American Asset Development Group of
companies ("NAADC"), which provide title and escrow services in California,
Arizona and Colorado. In September 1998, NAADC acquired a small escrow company
in California. In connection with these transactions, the Company paid $202
million in cash (inclusive of cash acquired of $12 million) and issued $94
million in common stock (3.5 million shares). The cash portion of these
transactions was funded primarily from the Company's revolving credit facilities
and issuance of zero coupon senior convertible debentures. The Company received
assets with a fair value of $335 million and assumed liabilities totaling $47
million in connection with these transactions. In addition, the Company recorded
goodwill of $8 million relating to the acquisitions of NAADC, Winncrest and the
escrow company. Goodwill is being amortized on a straight-line basis over 20
years. The acquisitions were accounted for using the purchase method of
accounting. The results of each acquired entity are included in the Company's
consolidated statements of earnings since the respective acquisition dates. The
pro forma effect of the acquisitions on the results of operations are not
presented as they are not considered material.
On June 10, 1997, the Company's Board of Directors approved a plan to
acquire Pacific Greystone Corporation ("Greystone") through a merger in which
the shareholders of the Company received one share of common stock or Class B
common stock of the corporation which survived the merger for each share of
common stock or Class B common stock of the Company held by them, and the
shareholders of Greystone received 1.138 shares of common stock of the surviving
corporation for each outstanding share of Greystone common stock. The surviving
corporation was renamed Lennar Corporation. This merger resulted in the
Company's shareholders owning approximately 68% of the surviving corporation and
Greystone shareholders owning the remaining 32% of that corporation. The merger
became effective after the distribution of the stock of LNR to which the Company
transferred its commercial real estate investment and management business and
the Greystone shareholders did not receive any interest in LNR. The merger was
conditioned upon the distribution taking place. Such merger became effective on
October 31, 1997. Total consideration for this acquisition was $216.1 million,
of which $45.8 million was assigned to the excess of the purchase price over the
fair value of net assets acquired and recorded as goodwill. Goodwill is being
amortized on a straight-line basis over 20 years. The consideration consisted of
$213.7 million (17 million shares) for newly issued common stock and $2.4
million for Greystone stock options which vested at the acquisition date.
The Company accounted for the merger using the purchase method of
accounting and the results of Greystone's operations have been included in the
Company's consolidated statements of earnings since November 1, 1997. Revenues
and net earnings on an unaudited pro forma basis would have increased by $580.6
million and $28.5 million, respectively, during 1997 and by $423.5 million and
$20.0 million, respectively, during 1996 had the acquisition occurred on
December 1, 1995. The pro forma earnings per share would have been $2.13 per
share diluted ($2.16 per share basic) in 1997 and $2.01 per share diluted ($2.04
per share basic) in 1996.
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. The pro forma effect of the acquisition on 1996 results of operations
was not considered significant since the acquisition occurred near the beginning
of the year. The acquisition of these assets and operations was accounted for
using the purchase method of accounting.
27
<PAGE>
4. BUSINESS SEGMENTS
The Company has two business segments: Homebuilding and Financial Services.
The limited-purpose finance subsidiaries are not considered a business segment
and are not included in the following tables. See Note 2 regarding the
discontinued Investment Division business segment.
HOMEBUILDING
Homebuilding operations include the sale and construction of single-family
attached and detached 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:
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1998 1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Sales of homes $2,089,762 1,130,989 894,663
Other 114,666 77,581 57,985
------------------------------------------------
Total revenues 2,204,428 1,208,570 952,648
COSTS AND EXPENSES:
Cost of homes sold 1,641,741 907,691 723,150
Cost of other revenues 69,279 50,633 39,131
Selling, general and administrative 210,039 130,006 99,301
------------------------------------------------
Total costs and expenses 1,921,059 1,088,330 861,582
------------------------------------------------
OPERATING EARNINGS $ 283,369 120,240 91,066
------------------------------------------------
Identifiable assets $1,550,880 1,138,840 862,055
------------------------------------------------
Depreciation and amortization $ 20,762 2,085 3,167
================================================
</TABLE>
FINANCIAL SERVICES
Lennar Financial Services provides mortgage financing, title insurance and
closing services for Lennar homebuyers and others, acquires, packages and
resells residential mortgage loans and mortgage-backed securities, performs
mortgage loan servicing activities and provides cable television and alarm
monitoring services to residents of Lennar communities and others. The following
table sets forth financial information relating to the financial services
operations:
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES $208,543 89,369 82,577
COSTS AND EXPENSES 175,208 53,837 53,924
------------------------------------------------
OPERATING EARNINGS $ 33,335 35,532 28,653
------------------------------------------------
Identifiable assets $332,062 156,988 382,083
------------------------------------------------
Depreciation and amortization $ 4,502 594 1,416
================================================
</TABLE>
28
<PAGE>
5. RESTRICTED CASH
Cash includes restricted deposits of $1.6 million and $0.7 million as of
November 30, 1998 and 1997, respectively. These balances are comprised primarily
of escrow deposits held related to sales of homes.
6. RECEIVABLES
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts receivable $ 9,374 21,077
Mortgages and notes receivable 17,962 2,175
Receivable from LNR -- 12,607
------------------------------
27,336 35,859
Allowance for doubtful accounts (3,533) (1,213)
------------------------------
$ 23,803 34,646
==============================
</TABLE>
7. PARTNERSHIPS
Summarized financial information on a combined 100% basis related to the
Company's significant partnerships and other similar entities (collectively the
"Partnerships") accounted for by the equity method was as follows:
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash $ 16,880 5,947
Land under development 353,850 338,074
Other assets 105,154 60,547
-------------------------------
$475,884 404,568
===============================
LIABILITIES AND EQUITY:
Accounts payable and other liabilities $ 43,867 37,701
Notes and mortgages payable 143,286 163,608
Equity of:
The Company 154,544 108,064
Others 134,187 95,195
-------------------------------
$475,884 404,568
===============================
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1998 1997 1996
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $277,544 227,517 170,081
Costs and expenses 192,130 173,951 80,191
-------------------------------------------
Pre-tax earnings of partnerships $ 85,414 53,566 89,890
-------------------------------------------
Company share of pre-tax earnings $ 30,908 11,876 15,896
===========================================
</TABLE>
29
<PAGE>
At November 30, 1998, the Company's equity interest in each of these
Partnerships ranged from 33% to 50%. At November 30, 1998, these Partnerships
were primarily involved in the acquisition and 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 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. Certain of the Partnerships have partnership
interests in other Partnerships. The outstanding debt of five of these
Partnerships, including two second-tier Partnerships, amounting to $133.9
million at November 30, 1998, is guaranteed by the Company.
As manager of Lennar Land Partners, the Company is 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, the Company shares some of its
employees, contractors, agents, facilities and equipment and other expenses with
Lennar Land Partners (the "Indirect Expenses"). The reimbursement for the
Indirect Expenses is $0.5 million per month. In 1998 and 1997, Lennar Land
Partners reimbursed the Company $1.7 million and $0.2 million, respectively, of
Direct Expenses and $6.0 million and $0.5 million, respectively, of Indirect
Expenses. The Company, in the ordinary course of business, purchases developed
land from Lennar Land Partners for use in its homebuilding activities. In 1998
and 1997, these land purchases amounted to $90.7 million and $3.2 million,
respectively. The Company believes amounts paid to Lennar Land Partners for land
purchases approximate amounts that would have been paid to independent third
parties.
8. OPERATING PROPERTIES AND EQUIPMENT
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Furniture, fixtures and equipment $ 17,996 10,520
Community recreational facilities 7,905 4,341
-------------------------------
25,901 14,861
Accumulated depreciation (11,300) (6,263)
-------------------------------
$ 14,601 8,598
===============================
</TABLE>
Operating properties and equipment are included in other assets in the
consolidated balance sheets.
9. MORTGAGE NOTES AND OTHER DEBTS PAYABLE
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Zero coupon senior convertible debentures due 2018 $231,897 --
Unsecured revolving credit notes payable with
floating interest rates 136,650 376,500
Senior unsecured notes payable 133,812 137,812
Secured without recourse to the Company:
Mortgage notes on land with fixed interest rates from
0% to 10.0% due through 2006 28,271 12,485
Other notes payable with floating interest rates -- 506
-------------------------------
$530,630 527,303
===============================
</TABLE>
30
<PAGE>
In July 1998, the Company issued, for $229 million, zero coupon senior
convertible debentures due 2018 ("Debentures") with a face amount at maturity of
$493 million. The Debentures were issued at a price of $464.13 per $1,000 face
amount at maturity, which equates to a yield to maturity over the life of the
Debentures of 3 7/8%. Proceeds from the offering, after underwriting discount
and expenses, were approximately $223 million. The Company used the proceeds to
repay $100 million in short-term loans which had been incurred to fund
acquisitions and to reduce balances outstanding under its revolving credit
facilities. The Debentures are convertible at any time into the Company's common
stock at the rate of 12.3768 shares per $1,000 face amount at maturity, which
equates to an initial conversion price of $37.50 per share. If the Debentures
are converted during the first five years, the Company may elect to pay cash
equal to the fair value of the common stock at the time of the conversion.
Holders have the option to require the Company to repurchase the Debentures on
any of the fifth, tenth, or fifteenth anniversary dates from the issue date for
the initial issue price plus accrued original issue discount. The Company has
the option to satisfy the repurchases with any combination of cash and/or shares
of the Company's common stock. The Company will have the option to redeem the
Debentures, in cash, at any time after the fifth anniversary date for the
initial issue price plus accrued original issue discount.
During 1997, the Company obtained unsecured revolving credit facilities
(together the "Facilities") in the aggregate amount of $550.0 million (increased
to $650.0 million during 1998), which may be used to refinance existing
indebtedness, for working capital, for acquisitions and for general corporate
purposes. The Facilities agreement is with 19 financial institutions. Of the
total Facilities, $500.0 million was structured as a five-year revolving credit
facility maturing June 30, 2002. The second facility (up to $150.0 million) was
structured as a revolving credit facility, maturing October 30, 1999. The
Company may elect, at the maturity of the second facility, to convert borrowings
under that facility to a term loan which amortizes in equal quarterly amounts
and matures on June 30, 2002. Certain Financial Services Division subsidiaries
are co-borrowers under this facility. At November 30, 1998 and 1997, no
borrowings were allocated to this Division. The weighted average interest rate
of the Facilities at November 30, 1998 and 1997 was 6.4% and 7.3%, respectively.
The Company utilizes interest rate swap agreements to manage interest costs
and hedge against risks associated with changing interest rates. In addition,
the Company entered into a contract to hedge the interest rate risk associated
with an anticipated offering of $200 million of 10-year notes. The contract
fixes the yield on the 10-year U.S. Treasury Note (which will be used as a basis
for determining the interest rate on the Company's offering of notes) at 5.8%.
The Company expects to issue the notes in 1999. Any amounts paid to or received
from the counterparty to this agreement at the time the notes are issued will be
recognized as an adjustment to interest over the life of the notes. See Notes 1
and 15 for a further discussion of these items.
31
<PAGE>
Previously, Greystone Homes, Inc., a wholly-owned subsidiary of Greystone,
sold in a private placement $125.0 million aggregate principal amount of 10.75%
Senior Notes (the "Notes"), which were subsequently registered with the
Securities and Exchange Commission. In conjunction with the Company's
acquisition of Greystone (see Note 3), such Notes were recorded at fair value at
the acquisition date ($138.2 million) to reflect an effective interest rate of
7.75%. The premium is being amortized on an effective yield basis. The Notes are
due March 1, 2004 with interest payable semi-annually. The Company may, at its
option, redeem the Notes, in whole or in part, at any time on or after March 1,
1999, initially at 105.375% of the principal amount thereof, declining to 100%
of the principal amount thereof on or after March 1, 2001. The Notes are general
unsecured senior obligations, ranking pari passu in right of payment with all
existing and future unsecured indebtedness that is not, by its terms, expressly
subordinated in right of payment to the Notes. The Notes contain certain
restrictive covenants including limitations on additional indebtedness. The
indentures with respect to the Notes limit the ability of Greystone Homes, Inc.
to pay cash dividends or make loans and advances to the Company. Under the terms
of the indentures, Greystone Homes, Inc. could pay cash dividends or make loans
to the Company in an amount of $60.4 million at November 30, 1998. The Notes are
fully and unconditionally guaranteed by the Company.
The minimum aggregate principal maturities of mortgage notes and other
debts payable during the five years subsequent to November 30, 1998 are as
follows: 1999 - $15.2 million; 2000 - $7.7 million; 2001 - $0.7 million; 2002 -
$136.9 million and 2003 - $2.5 million. The remaining principal obligations are
due subsequent to November 30, 2003. All of the notes secured by land contain
collateral release provisions for accelerated payment which may be made as
necessary to maintain construction schedules.
10. FINANCIAL SERVICES
The assets and liabilities related to the Company's financial services
operations (as described in Note 4) are summarized as follows:
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash and receivables, net $ 40,479 14,993
Mortgage loans held for sale or disposition, net 214,954 106,020
Mortgage loans, net 21,370 19,600
Mortgage servicing rights, net 11,080 2,471
Title plants 16,104 800
Other 28,075 13,104
------------------------------
$332,062 156,988
==============================
LIABILITIES:
Notes and other debts payable $233,316 86,936
Other 47,624 21,570
------------------------------
$280,940 108,506
==============================
</TABLE>
32
<PAGE>
A $200 million warehouse line of credit is used to fund the Division's
mortgage loan activities. Borrowings under this agreement were $196.7 million
and $86.9 million at November 30, 1998 and 1997, respectively, and were
collateralized by mortgage loans with outstanding principal balances of $196.9
million and $87.6 million, respectively, and by servicing rights relating to
approximately $2.7 billion and $1.0 billion of loans, respectively. 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, 1998 and 1997 was 5.1% and 1.1%, respectively.
The warehouse line of credit facility matures April 28, 1999 at which time the
Company expects this facility to be renewed.
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
fair 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 a trustee.
At November 30, 1998 and 1997, the balances outstanding for the bonds and
notes payable were $34.9 million and $47.5 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. As part of the spin-off of the Company's commercial real estate
investment and management business, LNR received an interest in the assets of
the limited-purpose finance subsidiaries to the extent such assets exceeded the
related liabilities. This interest amounted to $3.0 million at the date of the
spin-off.
12. INCOME TAXES
The provision for income taxes, including the provision relating to
discontinued operations, consisted of the following:
<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT:
Federal $74,739 75,769 65,635
State 9,308 7,239 8,604
-----------------------------------------------
84,047 83,008 74,239
-----------------------------------------------
DEFERRED:
Federal 6,493 (26,043) (17,591)
State 5,506 (677) (395)
-----------------------------------------------
11,999 (26,720) (17,986)
-----------------------------------------------
$96,046 56,288 56,253
===============================================
</TABLE>
33
<PAGE>
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 that give rise to the net deferred tax
asset are as follows:
<TABLE>
<CAPTION>
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Acquisition adjustments $ 24,630 56,823
Reserves and accruals 41,722 36,003
Net operating loss and capital loss
carryforwards, tax affected 6,340 6,340
Investments in partnerships 4,943 --
Other 3,229 2,882
------------------------------
Deferred tax assets 80,864 102,048
Less: valuation allowance (7,659) (7,659)
------------------------------
Total deferred tax assets, net 73,205 94,389
------------------------------
DEFERRED TAX LIABILITIES:
Capitalized expenses 5,538 15,397
Deferred gains 1,203 1,061
Investments in partnerships -- 2,813
Installment sales 2,386 3,397
Other 2,978 2,467
------------------------------
Total deferred tax liabilities 12,105 25,135
------------------------------
Net deferred tax asset $ 61,100 69,254
==============================
</TABLE>
The Homebuilding Division's net deferred tax asset amounting to $57.5
million and $61.3 million at November 30, 1998 and 1997, respectively, is
included in other assets in the consolidated balance sheets.
At November 30, 1998 and 1997, the Financial Services Division and the
limited-purpose finance subsidiaries had net deferred tax assets of $3.6 million
and $8.0 million, respectively.
SFAS No. 109 requires the reduction of the deferred tax asset by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that a portion or all of the deferred tax asset will not be
realized. For the years ended November 30, 1998 and 1997, the Company had a
valuation allowance of $7.7 million for net operating loss and capital loss
carryforwards and certain acquisition adjustments which currently are not
expected to be realized. Based on management's assessment, it is more likely
than not that the net deferred tax asset will be realized through future taxable
earnings.
34
<PAGE>
A reconciliation of the statutory rate and the effective tax rate follows:
<TABLE>
<CAPTION>
% OF PRE-TAX INCOME
----------------------------------------
1998 1997 1996
----------------------------------------
<S> <C> <C> <C>
Statutory rate 35.0 35.0 35.0
State income taxes, net of federal income
tax benefit 4.0 4.0 4.0
Other 1.0 1.0 --
----------------------------------------
Effective rate 40.0 40.0 39.0
========================================
</TABLE>
13. EARNINGS PER SHARE
The Company adopted SFAS No. 128 in the first quarter of 1998. Earnings per
share for 1997 and 1996 have been restated to conform with SFAS No. 128. Basic
and diluted earnings per share for the years ended November 30, 1998, 1997 and
1996 were calculated as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996
-----------------------------------------------
<S> <C> <C> <C>
NUMERATOR:
Numerator for basic earnings per share -
net earnings $144,068 84,431 87,986
Interest on zero coupon convertible
debentures 1,732 -- -
-----------------------------------------------
Numerator for diluted earnings per share $145,800 84,431 87,986
===============================================
DENOMINATOR:
Denominator for basic earnings per share -
weighted average shares 55,660 37,473 35,901
Effect of dilutive securities:
Employee stock options 945 410 315
Zero coupon convertible debentures 2,019 -- -
-----------------------------------------------
Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed conversions 58,624 37,883 36,216
===============================================
Basic earnings per share $ 2.59 2.25 2.45
===============================================
Diluted earnings per share $ 2.49 2.23 2.43
===============================================
</TABLE>
35
<PAGE>
14. 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 1998 received quarterly dividends of $0.0125 per share and during 1997
received quarterly dividends of $0.025 per share prior to the spin-off and
$0.0125 per share subsequent to the spin-off. The Class B common stockholders
have ten votes for each share of stock owned and during 1998 received quarterly
dividends of $0.01125 per share and during 1997 received quarterly dividends of
$0.0225 per share prior to the spin-off and $0.01125 per share subsequent to the
spin-off. As of November 30, 1998, Mr. Leonard Miller, Chairman of the Board of
the Company, owned or controlled 9.9 million shares of common stock and Class B
common stock, which represented approximately 67% voting control of the Company.
In February 1998, the Company filed a shelf registration statement and
prospectus with the Securities and Exchange Commission to offer, from time to
time, its common stock, preferred stock, depositary shares, debt securities or
warrants at an aggregate offering price not to exceed $500 million. As of
November 30, 1998, the Company had $235 million available under the shelf
registration statement. Proceeds can be used for repayment of debt, acquisitions
and general corporate purposes.
In March 1998, the Company entered into an equity draw-down agreement with
a major international banking firm (the "Firm") under which the Company has the
option to sell common stock, up to proceeds of $120 million, to the Firm in
increments of up to $15 million (or such higher amount as may be agreed to by
the parties) per month. In the event the Company elects to sell common stock,
the sales price is equal to 98% of the average of the daily high and low stock
price from time to time. As of November 30, 1998, the Company had issued 1.1
million shares under the agreement resulting in proceeds to the Company of $36
million.
In 1998 and 1997, the Company issued 3.5 million and 17.0 million shares of
common stock, respectively, in connection with acquisitions of businesses and
properties (see Note 3).
STOCK OPTION PLANS
The Lennar Corporation 1991 Stock Option Plan ("1991 Plan") provided 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 Lennar Corporation 1997 Stock Option Plan ("1997 Plan") provides for
the granting of options or stock appreciation rights 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 1997 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 and
stock appreciation right 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.
36
<PAGE>
A summary of the Company's stock option activity for the years ended
November 30, 1998, 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------------------------------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
STOCK OPTIONS PRICE STOCK OPTIONS PRICE STOCK OPTIONS PRICE
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year 2,815,880 $ 10.60 1,056,350 $ 12.65 995,250 $ 11.15
Granted 1,372,500 $ 24.12 972,500 $ 19.52 126,500 $ 23.74
Forfeited:
Terminations (201,498) $ 16.60 (13,900) $ 19.47 (16,600) $ 12.90
Spin-off transaction -- -- (249,150) $ 12.55 - --
Exercised (307,626) $ 8.41 (173,850) $ 11.17 (48,800) $ 10.91
Spin-off adjustment -- -- 459,030 $(11.45) -- --
Greystone options assumed -- -- 764,900 $ 11.58 -- --
----------------------------------------------------------------------------------
Outstanding, end of year 3,679,256 $ 15.52 2,815,880 $ 10.60 1,056,350 $ 12.65
----------------------------------------------------------------------------------
Exercisable, end of year 1,142,616 $ 10.69 1,012,946 $ 10.24 232,912 $ 11.20
----------------------------------------------------------------------------------
Available for grant, end of year 1,334,622 2,611,122 654,550
--------- --------- -------
Weighted average fair value per share
of options granted during the year
under SFAS No. 123 $9.03 $ 7.96 $ 9.21
</TABLE>
The following table summarizes information about fixed stock options
outstanding at November 30, 1998:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------ -----------------------------------
NUMBER WEIGHTED WEIGHTED NUMBER WEIGHTED
OUTSTANDING AT AVERAGE AVERAGE PER OUTSTANDING AT AVERAGE PER
RANGE OF PER SHARE NOVEMBER 30, REMAINING SHARE NOVEMBER 30, SHARE
EXERCISE PRICES 1998 CONTRACTUAL LIFE EXERCISE PRICE 1998 EXERCISE PRICE
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 2.56 - $ 5.86 414,585 2.6 years $ 3.35 96,299 $ 3.15
$ 6.66 - $ 9.97 563,147 3.9 years $ 9.04 323,946 $ 9.54
$10.14 - $16.47 1,375,024 7.8 years $13.76 717,371 $12.17
$18.16 - $34.13 1,326,500 5.8 years $23.91 5,000 $18.16
</TABLE>
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its fixed stock option plans. No compensation expense is
recognized because all stock options granted have exercise prices not less than
the market value of the Company's stock on the date of the grant. Under SFAS No.
123, compensation cost for the Company's stock-based compensation plans would be
determined based on the fair value at the grant dates for awards under those
plans. Had the Company adopted SFAS No. 123 in accounting for fixed stock option
plans, the pro forma effect would not be material to the Company's reported
earnings from continuing operations, net earnings and earnings per share for the
years ended November 30, 1998, 1997 and 1996.
37
<PAGE>
The fair value of each option grant was estimated on the grant date using
the Black-Scholes option-pricing model with the following assumptions:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------------------------
<S> <C> <C> <C>
Dividend yield 0.1% - 0.3% 0.3% - 0.4% 0.4%
Volatility rate 32% - 39% 25% - 28% 30% - 35%
Risk-free interest rate 4.7% - 6.0% 5.8% - 6.1% 5.8% - 6.1%
Expected option life (years) 3.9 - 7.7 3.9 - 8.6 4.5 - 8.6
</TABLE>
EMPLOYEE STOCK OWNERSHIP/401(K) PLAN
Prior to 1998, the Employee Stock Ownership/401(k) Plan ("Plan") provided
shares of stock to employees who had completed one year of continuous service
with the Company. During 1998, the Plan was amended to exclude any new shares
from being provided to employees. All prior year contributions to employees
actively employed on or after October 1, 1998 vest at a rate of 20% per year
over a five year period. All active participants in the plan whose employment
terminated prior to October 1, 1998 vested based upon the plan that was active
prior to their termination of employment. Under the 401(k) portion of the Plan,
contributions made by employees can be invested in a variety of mutual funds,
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 $2.9 million in 1998, $1.7 million in 1997 and $1.1 million in 1996.
In 1997 and 1996, 34,469 and 20,505 shares, respectively, of Lennar common stock
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 facilities, 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, except for the indentures
with respect to the Greystone Homes, Inc. Notes (see Note 9).
15. FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of financial instruments held by the Company at November 30, 1998 and 1997,
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, receivables and accounts
payable, which had fair values approximating their carrying values.
38
<PAGE>
<TABLE>
<CAPTION>
NOVEMBER 30,
- ----------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
FINANCIAL SERVICES:
Mortgage loans held for sale or disposition, net $214,954 219,395 106,020 107,617
Mortgage loans, net 21,370 21,100 19,600 19,773
Investments held-to-maturity 5,240 5,297 -- --
LIMITED-PURPOSE FINANCE SUBSIDIARIES:
Collateral for bonds and notes payable $ 34,892 38,221 47,456 50,715
LIABILITIES
HOMEBUILDING:
Mortgage notes and other debts payable $530,630 511,019 527,303 527,303
FINANCIAL SERVICES:
Notes and other debts payable $233,316 233,188 86,936 86,936
LIMITED-PURPOSE FINANCE SUBSIDIARIES:
Bonds and notes payable $ 34,892 35,591 47,456 47,886
OFF-BALANCE SHEET FINANCIAL
INSTRUMENTS
HOMEBUILDING:
Interest rate swap agreements $ -- (6,423) -- (139)
Interest rate hedge agreement -- (15,578) -- --
FINANCIAL SERVICES:
Commitments to originate loans $ -- 18 -- (42)
Forward commitments to sell loans -- (539) -- (103)
</TABLE>
The following methods and assumptions are used by the Company in estimating
fair values:
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.
Financial services assets, liabilities and off-balance sheet financial
instruments: 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 discounted cash flows or other
financial information.
Interest rate swap and hedge 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.
During 1997, proceeds from the sale of available-for-sale securities
amounted to $122.5 million and resulted in gross realized gains of $2.9 million.
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. In 1997 and
1996, available-for-sale securities were held by the commercial real estate
investment and management business, which was spun-off in 1997.
39
<PAGE>
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 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, 1998, Lennar had three
interest rate swap agreements outstanding with a total notional amount of $200
million, which will mature in 2002. These agreements fixed the LIBOR index at
approximately 6.1%. The effect of the interest rate swap agreements on interest
incurred and on the average cost of borrowing was an increase of $0.8 million
and 0.11%, $0.8 million and 0.17% and $1.5 million and 0.18% for the years ended
November 30, 1998, 1997 and 1996, respectively. During 1998, the Company entered
into a contract to hedge the interest rate risk associated with an anticipated
offering of $200 million of 10-year notes. The contract fixes the yield on the
10-year U.S. Treasury Note (which will be used as a basis for determining the
interest rate on the Company's offering of notes) at 5.8%. The Company expects
to issue the notes in 1999. Any amounts paid to or received from the
counterparty to this agreement at the time the notes are issued will be
recognized as an adjustment to interest over the life of the notes.
As of November 30, 1998, the Financial Services Division's pipeline of
loans in process totaled approximately $46.6 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 $35.4 million as of
November 30, 1998. 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 at
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, 1998, the Company had open commitments amounting to
$187.8 million to sell MBS with varying settlement dates through February 1999.
The mortgage loan inventory and pipeline will be used to form the MBS that will
fill the forward delivery contracts.
16. 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 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 has entered into agreements to lease certain office facilities
and equipment under operating leases. Future minimum payments under the
noncancelable leases are as follows: 1999 - $16.1 million; 2000 - $13.1 million;
2001 - $9.7 million; 2002 - $6.9 million; 2003 - $3.8 million and thereafter -
$5.7 million. Rental expense for the years ended November 30, 1998, 1997 and
1996 was $14.3 million, $2.5 million and $2.0 million, respectively.
40
<PAGE>
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 $81.4 million at November 30, 1998. The Company also had
outstanding performance and surety bonds with estimated costs to complete of
$174.4 million related principally to its obligations for site improvements at
various projects at November 30, 1998. The Company does not believe that any
such bonds are likely to be drawn upon.
17. SUPPLEMENTAL INFORMATION ON GREYSTONE HOMES, INC.
Summarized financial information for Greystone Homes, Inc. is presented
below.
<TABLE>
<CAPTION>
SUMMARY CONSOLIDATED BALANCE SHEETS
NOVEMBER 30,
(IN THOUSANDS) 1998 1997
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 17,038 5,565
Inventories 452,742 330,568
Goodwill, net 43,322 45,612
Other assets 36,280 42,521
--------------------------
$549,382 424,266
==========================
LIABILITIES AND STOCKHOLDER'S EQUITY:
Accounts payable and other liabilities $ 74,966 47,460
Intercompany payable to Lennar Corporation 90,164 19,600
Notes payable 2,458 4,160
Senior unsecured notes payable 133,812 137,812
--------------------------
Total liabilities 301,400 209,032
Stockholder's equity 247,982 215,234
--------------------------
$549,382 424,266
==========================
SUMMARY CONSOLIDATED STATEMENTS OF EARNINGS
PRO FORMA
-------------------------------
YEAR ENDED NOVEMBER 30, YEARS ENDED NOVEMBER 30,
(IN THOUSANDS) 1998 1997 1996
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Homebuilding revenues $669,077 577,729 421,708
Cost of homes sold 516,571 456,829 329,067
-------------------------------------------------------------
Gross margin 152,506 120,900 92,641
Selling, general and administrative expenses 81,484 57,901 44,976
Interest and other, net 16,442 14,005 12,905
-------------------------------------------------------------
Pretax earnings 54,580 48,994 34,760
Provision for income taxes 21,832 20,498 14,804
-------------------------------------------------------------
Net earnings $ 32,748 28,496 19,956
=============================================================
</TABLE>
41
<PAGE>
The pro forma consolidated statements of earnings reflect all purchase
accounting adjustments related to the merger between the Company and Greystone.
The primary purchase accounting adjustment was an increase to cost of homes sold
of $6.8 million to reflect the inventories of Greystone Homes, Inc. at estimated
fair value. Greystone Homes, Inc. is a wholly-owned subsidiary of the Company
and is the obligor on the Notes (see Note 9). The Notes are fully and
unconditionally guaranteed by the Company. Separate financial statements and
other related disclosures for Greystone Homes, Inc. are not presented, as the
Company's management does not consider the information material to investors.
18. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) FIRST SECOND THIRD FOURTH
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998
Revenues $440,712 532,106 620,935 823,112
Earnings before income taxes $ 27,005 42,677 58,441 111,991
Net earnings $ 16,203 25,606 35,065 67,194
Earnings per share:
Basic $ 0.30 0.48 0.61 1.16
Diluted $ 0.30 0.47 0.59 1.06
=========================================================
1997
Revenues $232,455 271,924 332,620 466,083
Earnings from continuing operations
before income taxes $ 16,082 20,866 32,634 16,145
Earnings from discontinued operations $ 9,617 9,276 8,374 6,559
Net earnings $ 19,427 22,004 28,281 14,719
Basic earnings per share:
Continuing operations $ 0.27 0.35 0.55 0.19
Discontinued operations 0.27 0.26 0.23 0.16
---------------------------------------------------------
$ 0.54 0.61 0.78 0.35
=========================================================
Diluted earnings per share:
Continuing operations $ 0.27 0.35 0.55 0.19
Discontinued operations 0.27 0.26 0.23 0.16
---------------------------------------------------------
$ 0.54 0.61 0.78 0.35
=========================================================
</TABLE>
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.
42
<PAGE>
SUPPLEMENTAL PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
On June 10, 1997, the Company's Board of Directors approved a plan to
spin-off its commercial real estate investment and management business through
the distribution of the stock of LNR. The spin-off, in the form of a tax-free
distribution, was completed effective October 31, 1997. Following the spin-off
transaction, the Company and LNR formed Lennar Land Partners to acquire, develop
and sell land. The Company and LNR contributed properties to Lennar Land
Partners in exchange for 50% general partnership interests in Lennar Land
Partners. The formation of Lennar Land Partners was effective as of October 31,
1997. On June 10, 1997, the Company's Board of Directors also approved a plan to
acquire Pacific Greystone Corporation. The merger became effective after the
spin-off of the commercial real estate investment and management business. Such
merger became effective on October 31, 1997.
The following pro forma information for 1997 and 1996 is presented to
report results on a more comparable basis to 1998. Results for 1997 and 1996
have been adjusted to give pro forma effect to these transactions as if such
transactions had been completed as of the beginning of each period for which pro
forma consolidated operating data is presented. The pro forma results for Lennar
were derived from the 12 months ended November 30 and the pro forma results for
Greystone were derived from the 12 months ended December 31. The following pro
forma financial information does not purport to be indicative of the results of
operations which would actually have been reported if the transactions had
occurred on the dates or for the periods indicated:
<TABLE>
<CAPTION>
PRO FORMA
--------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Homebuilding $2,204,428 1,692,083 1,354,568
Financial services 208,543 52,305 44,218
Limited-purpose finance subsidiaries 3,894 5,143 6,436
-------------------------------------------------------------
Total revenues $2,416,865 1,749,531 1,405,222
-------------------------------------------------------------
OPERATING EARNINGS:
Homebuilding $ 283,369 172,141 142,988
Financial services 33,335 11,642 6,470
Limited-purpose finance subsidiaries -- 13 (3)
-------------------------------------------------------------
Total operating earnings 316,704 183,796 149,455
-------------------------------------------------------------
Corporate general and administrative expenses 28,962 23,212 18,894
Interest expense 47,628 30,657 29,440
-------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 240,114 129,927 101,121
Provision for income taxes 96,046 52,646 41,348
-------------------------------------------------------------
NET EARNINGS $ 144,068 77,281 59,773
-------------------------------------------------------------
BASIC EARNINGS PER SHARE $ 2.59 1.46 1.13
=============================================================
DILUTED EARNINGS PER SHARE $ 2.49 1.44 1.12
=============================================================
</TABLE>
43
<PAGE>
SHAREHOLDER INFORMATION
LENNAR CORPORATION AND SUBSIDIARIES
ANNUAL MEETING
The Annual Stockholders' Meeting will be
held at 10:00 a.m. on April 6, 1999
at the Doral Park Golf and Country Club,
5001 N.W. 104th Avenue
Miami, Florida 33178
REGISTRAR AND TRANSFER AGENT
The First National Bank of Boston
150 Royall Street
Canton, Massachusetts 02021
LISTING
New York Stock Exchange (LEN)
CORPORATE COUNSEL
Rogers & Wells
200 Park Avenue
New York City, New York 10166
INDEPENDENT AUDITORS
Deloitte & Touche LLP
100 Southeast Second Street
Miami, Florida 33131
FORM 10-K AVAILABLE
A copy of the Company's Annual Report on
Form 10-K as filed with the Securities and
Exchange Commission is available without
charge to any stockholder upon written
request to:
Investor Relations
Lennar Corporation
700 N.W. 107th Avenue
Miami, Florida 33172
Telephone: (305) 559-4000
COMPARATIVE COMMON STOCK DATA
<TABLE>
<CAPTION>
=======================================================================================================
COMMON STOCK PRICES CASH DIVIDENDS
NEW YORK STOCK EXCHANGE PER SHARE
- -------------------------------------------------------------------------------------------------------
FISCAL HIGH/LOW PRICE COMMON STOCK CLASS B
QUARTER 1998 1997 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First $28.75 - 19.00 27.75 - 25.00* 1 1/4 /cents/ 2 1/2 /cents/ 1 1/8 /cents/ 2 1/4 /cents/
Second 36.19 - 24.19 27.50 - 24.00* 1 1/4 /cents/ 2 1/2 /cents/ 1 1/8 /cents/ 2 1/4 /cents/
Third 34.38 - 18.13 37.63 - 26.00* 1 1/4 /cents/ 2 1/2 /cents/ 1 1/8 /cents/ 2 1/4 /cents/
Fourth 24.38 - 14.88 44.81 - 15.81* 1 1/4 /cents/ 1 1/4 /cents/ 1 1/8 /cents/ 1 1/8 /cents/
=======================================================================================================
</TABLE>
* Market prices prior to November 1, 1997 are reflective of the stock value
prior to the spin-off of the commercial real estate investment and
management business.
As of November 30, 1998, there were approximately 800 holders of record of the
Company's common stock.
44
EXHIBIT 21
<TABLE>
<CAPTION>
Lennar Corporation and Subsidiaries
Listing of Subsidiaries
STATE OF
INCORPORATION
----------------
LENNAR CORPORATION DELAWARE
SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------
<S> <C>
Adjustable Mortgage Finance Corporation Florida
Ameristar Financial Services, Inc. California
BCDC Corp. California
Boca Greens, Inc. Florida
Boca Isles Club, Inc. Florida
Boca Isles South Club, Inc. Florida
Bramalea California Properties, Inc. California
Bramalea California Realty, Inc. California
Bramalea California, Inc. California
Bramalea Mortgage, Inc. California
Clodine-Bellaire LP, Inc. Nevada
Club Pembroke Isles, Inc. Florida
Continental Escrow Company California
DCA Acceptance Corporation Alabama
DCA at Banyan Tree, Inc. Florida
DCA at North Lauderdale, Inc. Florida
DCA at Pembroke Pointe, Inc. Florida
DCA at Wiggins Bay, Inc. Florida
DCA Builder Issuer, Inc. Florida
DCA CML Acceptance, Inc. Florida
DCA Financial Corporation Florida
DCA General Contractors, Inc. Florida
DCA Homes of Central Florida, Inc. Florida
DCA NJ Realty, Inc. New Jersey
DCA of Broward County, Inc. Florida
DCA of Hialeah, Inc. Florida
DCA of Lake Worth, Inc. Florida
DCA of New Jersey, Inc. New Jersey
Devco Land Corp. Florida
Dyeing & Finishing, Inc. Florida
First Atlantic Building Corp. Florida
Greystone Construction, Inc. Arizona
Greystone Homes of Nevada, Inc. Delaware
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Lennar Corporation and Subsidiaries
Listing of Subsidiaries
SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------
<S> <C>
Greystone Homes, Inc. Delaware
Greystone Nevada, LLC Delaware
Harris County LP, Inc. Nevada
Hillside, Inc. Florida
Inactive Corporations, Inc. Florida
Institutional Mortgages, Inc. Florida
Kings Isle Recreation Corp. Florida
Kings Ridge Golf Corporation Florida
Kings Ridge Recreation Corporation Florida
Kings Wood Development Corporation Florida
La Canada Holding Company California
Lennar Acquisition Corp. II California
Lennar Bridges, LLC California
Lennar Communities Development, Inc. Delaware
Lennar Financial Services, Inc. Florida
Lennar Homes, Inc. Florida
Lennar Homes of Arizona, Inc. Arizona
Lennar Homes of California, Inc. California
Lennar Homes of Texas Land and Construction, Ltd. Texas
Lennar Homes of Texas Sales and Marketing, Ltd. Texas
Lennar La Paz, Inc. California
Lennar La Paz Limited, Inc. California
Lennar Land Partners Sub, Inc. Delaware
Lennar Management, Inc. California
Lennar Nevada Partners Nevada
Lennar Nevada, Inc. Nevada
Lennar Northland I, Inc. California
Lennar Northland II, Inc. California
Lennar Northland III, Inc. California
Lennar Northland IV, Inc. California
Lennar Northland V, Inc. California
Lennar Northland VI, Inc. California
Lennar Oceanside, LLC California
Lennar Realty, Inc. Florida
Lennar Renaissance, Inc. California
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Lennar Corporation and Subsidiaries
Listing of Subsidiaries
SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------
<S> <C>
Lennar Sacramento, Inc. California
Lennar Sales Corp. California
Lennar San Jose Holdings, Inc. California
Lennar Southland I, Inc. California
Lennar Southland II, Inc. California
Lennar Southland III, Inc. California
Lennar Southwest Holding Corp. Nevada
Lennar Texas Holding Company Texas
Lennar Title Services, Inc. Florida
Long Point Development Corporation Texas
Lucerne Greens, Inc. Florida
Lucerne Merged Condominiums, Inc. Florida
M.A.P. Builders, Inc. Florida
M.A.P. Vineyards of Plantation, Inc. Florida
Marlborough Development Corporation (CA) California
Marlborough Financial Corporation California
Marlborough Investment Corporation, The California
Marlborough Mortgage Corporation California
Meritus Title Company California
Midland Housing Industries Corp. California
Midland Investment Corporation California
Mission Viejo 12S Venture, L.P. California
Mission Viejo Holdings, Inc. California
Monterey Village Development Corp. Florida
Multi-Builder Acceptance Corp. Alabama
NGMC Finance Corporation Florida
NGMC Finance Corporation, IV Florida
North American Asset Development Corporation California
North American Real Estate Services, Inc. California
North American Title Agency of Arizona, Inc. Arizona
North American Title Company of Colorado Colorado
North American Title Company, Inc. California
North American Title Guaranty California
North American Title Insurance Company California
Perris Green Valley Associates California
Polygon La Paz Associates Washington
Polygon Northwood Limited Partnership Washington
Quality Roof Truss Company Florida
Rancho Summit LLC California
Regency Title Company Texas
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Lennar Corporation and Subsidiaries
Listing of Subsidiaries
SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------
<S> <C>
Riviera Land Corp. Florida
Rockhurst-Fontaine Limited Partnership Washington
Santa Fe Lakes, L.P. California
Satisfaction, Inc. Florida
Savell Gulley Development Corporation Texas
Silver Lakes-Gateway Clubhouse, Inc. Florida
State Home Acceptance Corporation Florida
Stevenson Ranch Cable, Inc. California
Strategic Holdings, Inc. Nevada
Strategic Technologies Communications of Calif., Inc. California
Strategic Technologies, Inc. Florida
Superior Realty & Marketing, Inc Florida
TitleAmerica Insurance Corporation Florida
UAMC Asset Corp. Nevada
Universal American Finance Corp., I. Florida
Universal American Mortgage Company Florida
Universal American Mortgage Co. of California California
Universal Title Insurors, Inc. Florida
W.B. Homes, Inc. Florida
West Venture California
West Venture BFA Corporation California
West Venture Homes Sales, Inc. California
</TABLE>
4
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-45442 and No. 2-89104 of Lennar Corporation on Form S-8 of our reports dated
January 8, 1999, appearing in and incorporated by reference in this Annual
Report on Form 10-K of Lennar Corporation for the year ended November 30, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
February 26, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> NOV-30-1998
<CASH> 34,677
<SECURITIES> 0
<RECEIVABLES> 27,336
<ALLOWANCES> 3,533
<INVENTORY> 1,198,553
<CURRENT-ASSETS> 1,257,033
<PP&E> 25,901
<DEPRECIATION> 11,300
<TOTAL-ASSETS> 1,917,834
<CURRENT-LIABILITIES> 355,707
<BONDS> 798,838
0
0
<COMMON> 5,815
<OTHER-SE> 709,850
<TOTAL-LIABILITY-AND-EQUITY> 1,917,834
<SALES> 2,089,762
<TOTAL-REVENUES> 2,416,865
<CGS> 1,641,741
<TOTAL-COSTS> 1,711,020
<OTHER-EXPENSES> 418,103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47,628
<INCOME-PRETAX> 240,114
<INCOME-TAX> 96,046
<INCOME-CONTINUING> 144,068
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,068
<EPS-PRIMARY> 2.59<F1>
<EPS-DILUTED> 2.49
<FN>
<F1>Represents basic EPS in accordance with SFAS 128.
</FN>
</TABLE>
