Exhibit 99.2
Unaudited Pro Forma Condensed Consolidated Financial Statements
On July 10, 2007, KB Home (the “Company”) completed the sale of its entire 49% equity interest in its publicly-traded French subsidiary, Kaufman & Broad SA (“KBSA”), thereby disposing of all of its French homebuilding operations and assets, pursuant to a share purchase agreement (the “Share Purchase Agreement”) it entered into with Financière Gaillon 8 SAS (the “Purchaser”), an affiliate of PAI Partners, a European private equity firm, and three of the Company’s wholly-owned domestic subsidiaries: Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, and Kaufman and Broad International, Inc. (collectively, the “Selling Subsidiaries”). Under the Share Purchase Agreement, the Purchaser acquired the entire 49% equity interest (representing 10,921,954 shares, which were held collectively by the Selling Subsidiaries) at a price of 55.00 euros per share. The purchase price consisted of 50.17 euros per share paid by the Purchaser in cash, and a cash dividend of 4.83 euros per share paid by KBSA upon the approval of KBSA’s board of directors. The Share Purchase Agreement was attached as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2007.
The results of operations of KBSA were classified as discontinued operations in the unaudited consolidated financial statements and notes thereto included in the Company’s statement of operations as of and for the six months ended May 31, 2007 in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2007. Accordingly, there are no pro forma adjustments to continuing operations necessary to reflect the Company’s sale of its equity interest in KBSA for the six months ended May 31, 2007.
The following unaudited pro forma condensed consolidated balance sheet as of May 31, 2007 gives effect to the sale of the Company’s ownership interest in KBSA as if it had occurred as of May 31, 2007. The following unaudited pro forma condensed consolidated statement of operations for the six months ended May 31, 2007 gives effect to the sale of the Company’s ownership interest in KBSA as if it had occurred as of December 1, 2006 and its unaudited pro forma condensed consolidated statement of income for the year ended November 30, 2006 gives effect to the sale of the Company’s ownership interest in KBSA as if it had occurred as of December 1, 2005.
The unaudited pro forma condensed consolidated financial information herein contains estimates based on presently available information and certain assumptions that the Company believes are reasonable. The actual amounts could differ from these estimates. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or operating results that would have been achieved by the Company had the sale of its ownership interest in KBSA been completed as of the dates indicated, or of the financial position or operating results that may be obtained by the Company in the future. In addition, the unaudited pro forma condensed consolidated financial information does not reflect changes that may occur as a result of activities subsequent to the disposition described above. These unaudited pro forma condensed consolidated financial statements and the accompanying notes have been derived from and should be read together with the financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2006 and the Quarterly Report on Form 10-Q for the quarter ended May 31, 2007.
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KB Home
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(in thousands)
| | | | | | | | | | | | |
| | As of May 31, 2007 | |
| | As reported(a) | | | Adjustments | | | Pro forma | |
Assets | | | | | | | | | | | | |
| | | | | | | | | | | | |
Construction: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 272,088 | | | $ | 807,246 | (b) | | $ | 1,079,334 | |
Receivables | | | 235,274 | | | | — | | | | 235,274 | |
Inventories | | | 5,238,312 | | | | — | | | | 5,238,312 | |
Investments in unconsolidated joint ventures | | | 379,334 | | | | — | | | | 379,334 | |
Deferred income taxes | | | 548,440 | | | | — | | | | 548,440 | |
Other assets | | | 336,658 | | | | — | | | | 336,658 | |
| | | | | | | | | |
| | | 7,010,106 | | | | 807,246 | | | | 7,817,352 | |
| | | | | | | | | | | | |
Financial services | | | 34,269 | | | | — | | | | 34,269 | |
| | | | | | | | | | | | |
Assets of discontinued operations | | | 1,570,084 | | | | (1,570,084 | )(c) | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | $ | 8,614,459 | | | $ | (762,838 | ) | | $ | 7,851,621 | |
| | | | | | | | | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | | | |
| | | | | | | | | | | | |
Construction: | | | | | | | | | | | | |
Accounts payable | | $ | 399,022 | | | $ | — | | | $ | 399,022 | |
Accrued expenses and other liabilities | | | 1,273,373 | | | | 167,853 | (d) | | | 1,441,226 | |
Mortgages and notes payable | | | 2,811,932 | | | | — | | | | 2,811,932 | |
| | | | | | | | | |
| | | 4,484,327 | | | | 167,853 | | | | 4,652,180 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial services | | | 28,500 | | | | — | | | | 28,500 | |
| | | | | | | | | | | | |
Liabilities of discontinued operations | | | 1,322,981 | | | | (1,322,981 | )(c) | | | — | |
| | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | |
Common stock | | | 114,873 | | | | — | | | | 114,873 | |
Paid-in capital | | | 840,272 | | | | — | | | | 840,272 | |
Retained earnings | | | 2,815,783 | | | | 460,443 | (d) | | | 3,276,226 | |
Accumulated other comprehensive income | | | 68,153 | | | | (68,153 | )(d) | | | — | |
Grantor stock ownership trust, at cost | | | (133,821 | ) | | | — | | | | (133,821 | ) |
Treasury stock, at cost | | | (926,609 | ) | | | — | | | | (926,609 | ) |
| | | | | | | | | |
Total stockholders’ equity | | | 2,778,651 | | | | 392,290 | | | | 3,170,941 | |
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| | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 8,614,459 | | | $ | (762,838 | ) | | $ | 7,851,621 | |
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See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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KB Home
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | Six Months Ended May 31, 2007 | |
| | As reported (a) | | | Adjustments | | | Pro forma | |
Total revenues | | $ | 2,802,046 | | | $ | — | | | $ | 2,802,046 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Construction: | | | | | | | | | | | | |
Revenues | | $ | 2,794,635 | | | $ | — | | | $ | 2,794,635 | |
Costs and expenses | | | (3,054,491 | ) | | | — | | | | (3,054,491 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating loss | | | (259,856 | ) | | | — | | | | (259,856 | ) |
| | | | | | | | | | | | |
Interest income | | | 10,268 | | | | — | | | | 10,268 | |
Equity in pretax loss of unconsolidated joint ventures | | | (41,700 | ) | | | — | | | | (41,700 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Construction pretax loss | | | (291,288 | ) | | | — | | | | (291,288 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial services: | | | | | | | | | | | | |
Revenues | | | 7,411 | | | | — | | | | 7,411 | |
Expenses | | | (2,411 | ) | | | — | | | | (2,411 | ) |
Equity in pretax income of unconsolidated joint venture | | | 10,191 | | | | — | | | | 10,191 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial services pretax income | | | 15,191 | | | | — | | | | 15,191 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Loss from continuing operations before income taxes | | | (276,097 | ) | | | — | | | | (276,097 | ) |
| | | | | | | | | | | | |
Income tax benefit | | | 112,600 | | | | — | | | | 112,600 | |
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| | | | | | | | | | | | |
Loss from continuing operations | | $ | (163,497 | ) | | $ | — | | | $ | (163,497 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Basic loss per share — continuing operations | | $ | (2.12 | ) | | $ | — | | | $ | (2.12 | ) |
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| | | | | | | | | | | | |
Diluted loss per share — continuing operations | | $ | (2.12 | ) | | $ | — | | | $ | (2.12 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Basic average shares outstanding | | | 77,046 | | | | — | | | | 77,046 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Diluted average shares outstanding | | | 77,046 | | | | — | | | | 77,046 | |
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See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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KB Home
Unaudited Pro Forma Condensed Consolidated Statement of Income
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | Year Ended November 30, 2006 |
| | As reported (a) | | | Adjustments | | | Pro forma | |
Total revenues | | $ | 11,003,792 | | | $ | (1,623,709 | )(e) | | $ | 9,380,083 | |
| | | | | | | | | | | | |
Construction: | | | | | | | | | | | | |
Revenues | | $ | 10,983,552 | | | $ | (1,623,709 | )(e) | | $ | 9,359,843 | |
Costs and expenses | | | (10,227,835 | ) | | | 1,438,308 | (e) | | | (8,789,527 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating income | | | 755,717 | | | | (185,401 | ) | | | 570,316 | |
| | | | | | | | | | | | |
Interest income | | | 6,146 | | | | (643 | )(e) | | | 5,503 | |
Interest expense, net of amounts capitalized | | | (18,723 | ) | | | 1,910 | (e) | | | (16,813 | ) |
Minority interests | | | (68,300 | ) | | | 68,300 | (e) | | | — | |
Equity in pretax loss of unconsolidated joint ventures | | | (10,325 | ) | | | (10,505 | )(e) | | | (20,830 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Construction pretax income | | | 664,515 | | | | (126,339 | ) | | | 538,176 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial services: | | | | | | | | | | | | |
Revenues | | | 20,240 | | | | — | | | | 20,240 | |
Expenses | | | (5,923 | ) | | | — | | | | (5,923 | ) |
Equity in pretax income of unconsolidated joint venture | | | 19,219 | | | | — | | | | 19,219 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Financial services pretax income | | | 33,536 | | | | — | | | | 33,536 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 698,051 | | | | (126,339 | ) | | | 571,712 | |
| | | | | | | | | | | | |
Income tax expense | | | (215,700 | ) | | | 36,900 | (e) | | | (178,800 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Income from continuing operations | | $ | 482,351 | | | $ | (89,439 | ) | | $ | 392,912 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Basic earnings per share — continuing operations | | $ | 6.12 | | | | | | | $ | 4.98 | |
| | | | | | | | | | |
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Diluted earnings per share — continuing operations | | $ | 5.82 | | | | | | | $ | 4.74 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Basic average diluted shares outstanding | | | 78,829 | | | | | | | | 78,829 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Diluted average shares outstanding | | | 82,856 | | | | | | | | 82,856 | |
| | | | | | | | | | |
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(a) | | Historical information as of and for the six months ended May 31, 2007 has been derived from the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2007. Historical financial information for the year ended November 30, 2006 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2006. |
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(b) | | Represents total consideration, comprised of cash proceeds from the sale and dividends, of $807.2 million received from the sale of the Company’s entire 49% equity interest in KBSA. |
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(c) | | Adjustment to eliminate the carrying value of assets and liabilities of KBSA. |
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(d) | | Adjustment to reflect the gain on the sale of the Company’s 49% equity interest in KBSA, net of the related income tax expense, and the recognition of $68.2 million of cumulative foreign currency translation adjustment. The estimated pro forma net gain is included in discontinued operations. The estimated pro forma net gain is calculated as follows (in thousands): |
| | | | |
Total cash proceeds | | $ | 807,246 | |
Net book basis in investment sold | | | (247,103 | ) |
Recognition of cumulative foreign currency translation adjustment | | | 68,153 | |
Estimated professional fees and closing costs | | | (16,038 | ) |
| | | |
| | | | |
Estimated pro forma gain on the sale of KBSA before income taxes | | | 612,258 | |
Income tax expense | | | (244,662 | ) |
| | | |
| | | | |
Estimated pro forma net gain | | | 367,596 | |
Deferred royalty income recognized on the sale of KBSA | | | 92,847 | |
| | | |
Estimated total pro forma adjustment | | $ | 460,443 | |
| | | |
(e) | | Adjustments to reflect the reclassification of KBSA operations for the year ended November 30, 2006 to discontinued operations. KBSA was presented as discontinued operations in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2007. |
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