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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DECEMBER 18, 1997
(Date of Report)
LENNAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-11749 59-1281887
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
(Address of Principal Executive Offices) (Zip Code)
(305) 559-4000
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
The purpose of this current report on Form 8-K is to make publicly
available pro forma financial information by fiscal quarter for the year ended
November 30, 1996 (December 31, 1996 as to Pacific Greystone Corporation) and
for the nine months ended August 31, 1997 (September 30, 1997 as to Pacific
Greystone Corporation), reflecting on a pro forma basis (i) the merger of
Lennar Corporation with Pacific Greystone Corporation, (ii) the transfer of
assets to Lennar Land Partners, which is 50% owned by the registrant and 50%
owned by LNR Property Corporation, the registrant's equity in the earnings of
Lennar Land Partners and the registrant's receipt of management fees from
Lennar Land Partners, and (iii) the disposition through a spin-off of all the
shares of LNR Property Corporation. The information is presented as though the
merger of Lennar Corporation and Pacific Greystone Corporation, the transfer of
assets to Lennar Land Partners and the disposition of the shares of LNR
Property Corporation all had taken place on December 1, 1995, except that
operating results of Pacific Greystone Corporation are included as though it
had merged with Lennar Corporation on January 1, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
99.1 Pro Forma Quarterly Statements of Earnings for the fiscal year
ended November 30, 1996 (as to Lennar Corporation) and
December 31, 1996 (as to Pacific Greystone Corporation) and
for the nine months ended August 31, 1997 (as to Lennar
Corporation) and September 30, 1997 (as to Pacific Greystone
Corporation).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 18, 1997 LENNAR CORPORATION
By: BRUCE GROSS
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Bruce Gross
Vice President - Finance
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
99.1 Pro Forma Quarterly Statements of Earnings for the fiscal year
ended November 30, 1996 (as to Lennar Corporation) and December
31, 1996 (as to Pacific Greystone Corporation) and for the nine
months ended August 31, 1997 (as to Lennar Corporation) and
September 30, 1997 (as to Pacific Greystone Corporation).
EXHIBIT 99.1
LENNAR CORPORATION
Pro Forma Quarterly Statements of Earnings
Year Ended November 30, 1996 and December 31, 1996
(Unaudited)
1ST QTR 2ND QTR 3RD QTR 4TH QTR
1996 1996 1996 1996 FULL
YEAR
---- ---- ---- ----
- ---------
(In thousands, except per share)
REVENUES:
Homebuilding $ 236,412 289,829 369,988 458,339 1,354,568
Financial services 8,323 11,831 11,224 12,840 44,218
Limited-purpose finance 1,719 1,610 1,661 1,446 6,436
subsidiaries
------- ------- ------- ------- ---------
Total revenues 246,454 303,270 382,873 472,625 1,405,222
------- ------- ------- ------- ---------
COSTS AND EXPENSES:
Homebuilding 215,784 264,131 329,280 402,385 1,211,580
Financial services 7,496 10,006 8,655 11,591 37,748
Limited-purpose finance 1,716 1,629 1,664 1,430 6,439
subsidiaries
Corporate general and 3,862 4,156 5,041 5,835 18,894
administrative
Interest 4,928 7,765 8,709 8,038 29,440
------- ------- ------- ------- ---------
Total costs and expenses 233,786 287,687 353,349 429,279 1,304,101
------- ------- ------- ------- ---------
Earnings before income taxes 12,668 15,583 29,524 43,346 101,121
Income taxes 5,293 6,458 12,034 17,563 41,348
------- ------- ------- ------- ---------
Net earnings $ 7,375 9,125 17,490 25,783 59,773
======= ======= ======= ======= =========
AVERAGE SHARES OUTSTANDING 53,000 53,000 53,000 53,000 53,000
------- ------- ------- ------- ---------
EARNINGS PER SHARE $ 0.14 0.17 0.33 0.49 1.13
======= ======= ======= ======= =========
See accompanying notes to pro forma quarterly statements of earnings
LENNAR CORPORATION
Pro Forma Quarterly Statements of Earnings
Periods Ended August 31, 1997 and September 30, 1997
(Unaudited)
1ST QTR 2ND QTR 3RD
QTR
1997 1997 1997
---- ---- ----
(In thousands, except per share)
REVENUES:
Homebuilding $ 304,822 379,298 452,239
Financial services 11,746 12,270 12,088
Limited-purpose finance subsidiaries 1,320 1,384 928
------- ------- -------
Total revenues 317,888 392,952 465,255
------- ------- -------
COSTS AND EXPENSES:
Homebuilding 280,418 343,853 406,235
Financial services 8,432 8,641 9,450
Limited-purpose finance subsidiaries 1,314 1,390 924
Corporate general and administrative 5,222 5,224 6,571
Interest 4,692 6,689 6,615
------- ------- -------
Total costs and expenses 300,078 365,797 429,795
------- ------- -------
Earnings before income taxes 17,810 27,155 35,460
Income taxes 7,350 11,086 14,409
------- ------- -------
Net earnings $ 10,460 16,069 21,051
======= ======= =======
AVERAGE SHARES OUTSTANDING 53,000 53,000 53,000
------- ------- -------
EARNINGS PER SHARE $ 0.20 0.30 0.40
======= ======= =======
See accompanying notes to pro forma quarterly statements of earnings.
NOTES TO PRO FORMA QUARTERLY STATEMENTS OF EARNINGS
(1) The pro forma numbers give effect to (a) the merger of Lennar Corporation
and Pacific Greystone Corporation, (b) the transfer of assets to Lennar
Land Partners and the resulting equity in earnings of, and receipt of
management fees from, Lennar Land Partners, and (c) the transfer of assets
to LNR Property Corporation and disposition through a spin-off of all the
shares of LNR Property Corporation, as though all those events occurred on
December 1, 1995 (January 1, 1996 as to inclusion of operating results of
Pacific Greystone Corporation).
(2) The following purchase accounting adjustments have been included in the
pro forma numbers: (a) the amortization of goodwill over a 20 year period
(approximately $2.3 million per year, included in corporate general and
administrative expenses) and (b) the amortization of the premium on debt
on a level yield method (approximately $3.8 million per year, included
in interest expense).
(3) The following effects of purchase accounting adjustments have not been
reflected in the pro forma numbers: (a) an increase in cost of sales and a
decrease in gross margins related to the adjustment of Pacific Greystone
Corporation inventories to fair value (approximately $9 million) and (b) a
restructuring charge for estimated costs related to the spin-off of LNR
Property Corporation and the formation of Lennar Land Partners
(approximately $29 million).