UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended AUGUST 31, 1994 Commission File Number: 1-6643 LENNAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 59-1281887 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 NORTHWEST 107 AVENUE, MIAMI, FLORIDA 33172 (Address of principal executive offices) (Zip Code) (305) 559-4000 (Registrant's telephone number, including area code) 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 _____ Common shares outstanding as of end of current fiscal quarter: Common 25,772,565 Class B Common 9,986,631 Part I. Financial Information Item 1. Financial Statements LENNAR CORPORATION AND SUBSIDIARIES Consolidated Condensed Statements of Earnings (Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended ------------------- ------------------ August 31, August 31, 1994 1993 1994 1993 - --------------------------------------------------------------------------------------------------- REVENUES: Real estate operations: Sales of homes $142,009 128,974 451,919 314,839 Other sales and revenues 42,963 19,377 98,626 56,762 Financial services operations 13,022 15,329 42,683 43,585 Limited-purpose finance subsidiaries 2,260 3,441 7,362 11,350 -------- ------- ------- ------- Total revenues 200,254 167,121 600,590 426,536 -------- ------- ------- ------- COSTS AND EXPENSES: Real estate operations: Cost of homes sold 126,365 113,274 401,246 279,306 Cost of other sales and revenues 23,682 12,217 50,350 33,347 General and administrative expenses 7,822 6,503 24,177 19,329 Financial services operations 9,969 12,284 33,515 32,841 Limited-purpose finance subsidiaries 2,161 3,471 7,320 11,353 -------- ------- ------- ------- Total costs and expenses 169,999 147,749 516,608 376,176 -------- ------- ------- ------- EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 30,255 19,372 83,982 50,360 INCOME TAXES 11,799 7,361 32,753 18,672 -------- ------- ------- ------- EARNINGS BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 18,456 12,011 51,229 31,688 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES FOR: Income taxes - - 4,745 - Purchased mortgage servicing rights - - (3,784) - -------- ------- ------- ------- NET EARNINGS $ 18,456 12,011 52,190 31,688 ======== ======= ======= ======= AVERAGE SHARES OUTSTANDING 36,056 36,068 36,108 34,255 ======== ======= ======= ======= NET EARNINGS PER SHARE: BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES $ 0.51 0.33 1.42 0.93 CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES - - 0.03 - -------- ------- ------- ------- NET EARNINGS PER SHARE $ 0.51 0.33 1.45 0.93 ======== ======= ======= ======= CASH DIVIDENDS PER COMMON SHARE $ 0.025 0.02 0.07 0.06 ======== ======= ======= ======= CASH DIVIDENDS PER CLASS B COMMON SHARE $ 0.023 0.017 0.062 0.05 ======== ======= ======= ======= See accompanying notes to consolidated condensed financial statements. 1 LENNAR CORPORATION AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited) (In thousands) August 31, November 30, ASSETS 1994 1993 - ------------------------------------------------------------------------------------------------- REAL ESTATE AND FINANCIAL SERVICES: Real estate assets: Cash $ 10,158 10,606 Receivables, net 19,508 53,136 Inventories: Construction in progress and model homes 186,015 175,085 Land held for development 313,365 269,449 ---------- --------- Total inventories 499,380 444,534 Land held for investment 74,174 61,697 Operating properties and equipment, net 149,789 156,174 Investments in and advances to partnerships and joint ventures 61,188 39,410 Other assets 32,808 17,699 Financial services assets 234,012 284,391 ---------- --------- Total assets - real estate and financial services 1,081,017 1,067,647 ---------- --------- LIMITED-PURPOSE FINANCE SUBSIDIARIES: Collateral for bonds and notes payable 93,431 127,075 Other 677 768 ---------- --------- Total assets - limited-purpose finance subsidiaries 94,108 127,843 ---------- --------- $1,175,125 1,195,490 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------- REAL ESTATE AND FINANCIAL SERVICES: Real estate liabilities: Accounts payable and accrued liabilities $ 88,444 79,680 Customer deposits 17,959 16,796 Income taxes: Currently payable 691 8,247 Deferred 58,000 59,638 Mortgage notes and other debts payable 294,605 242,193 Financial services liabilities 110,002 199,737 ---------- --------- Total liabilities - real estate and financial services 569,701 606,291 ---------- --------- LIMITED-PURPOSE FINANCE SUBSIDIARIES: Bonds and notes payable 87,371 121,361 Other 95 365 ---------- --------- Total liabilities - limited-purpose finance subsidiaries 87,466 121,726 ---------- --------- STOCKHOLDERS' EQUITY: Common stock 2,577 1,715 Class B common stock 999 666 Additional paid-in capital 169,543 170,023 Retained earnings 344,839 295,069 ---------- --------- Total stockholders' equity 517,958 467,473 ---------- --------- $1,175,125 1,195,490 ========== ========= See accompanying notes to consolidated condensed financial statements. 2 LENNAR CORPORATION AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended ---------------------- August 31, August 31, 1994 1993 - ------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 52,190 31,688 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 6,859 7,528 Gain on sales of other real estate (9,630) (437) Equity in earnings of partnerships and joint ventures (17,225) (4,296) Decrease in deferred income taxes (2,120) (855) Cumulative effect of changes in accounting principles (961) - Changes in assets and liabilities, net of effects from accounting changes: Decrease (increase) in receivables 21,343 (3,926) Increase in inventories (59,433) (94,287) Decrease (increase) in financial services' loans held for sale or disposition 117,699 (18,494) Increase (decrease) in accounts payable and accrued liabilities (29,474) 6,442 Increase in customer deposits 1,163 10,556 Decrease in income taxes currently payable (3,836) (3,198) --------- ------- Net cash provided by (used in) operating activities 76,575 (69,279) --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Operating properties and equipment: Additions (9,628) (7,279) Sales 20,007 - Increase in investments in and advances to partnerships and joint ventures (1,675) (23,676) Purchase of commercial mortgage-backed securities (29,121) - Purchase of interests in joint ventures, net of cash acquired - (4,782) Other investing activities, net (4,585) (6,380) --------- ------- Net cash used in investing activities (25,002) (42,117) --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving credit agreement 8,700 56,200 Net borrowings (repayments) under financial services lines of credit (104,534) 3,324 Mortgage notes and other debts payable: Proceeds from borrowings 60,371 14,005 Principal payments (16,660) (53,983) Limited-purpose finance subsidiaries: Principal reduction of mortgage loans and other receivables 35,319 41,699 Principal reduction of bonds and notes payable (33,513) (39,409) Common stock: Issuance 716 98,214 Dividends (2,420) (1,938) --------- ------- Net cash provided by (used in) financing activities (52,021) 118,112 --------- ------- Net increase (decrease) in cash (448) 6,716 Cash at beginning of period 10,606 4,913 --------- ------- Cash at end of period $ 10,158 11,629 ========= ======= Supplemental disclosures of cash flow information: Cash paid for interest, net of amounts capitalized $ 8,804 14,070 Cash paid for income taxes $ 37,798 21,569 See accompanying notes to consolidated condensed financial statements. 3 LENNAR CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (1) BASIS OF CONSOLIDATION The accompanying consolidated condensed financial statements include the accounts of Lennar Corporation and all wholly-owned subsidiaries (the "Company"). All significant intercompany transactions and balances have been eliminated. The Company's investments in partnerships and joint ventures are accounted for by the equity method. The financial statements have been prepared by management without audit by independent public accountants and should be read in conjunction with the November 30, 1993 audited financial statements in the Company's Annual Report on Form 10-K for the year then ended. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the accompanying consolidated condensed financial statements have been made. (2) LINES OF BUSINESS The Company operates principally in two lines of business: (1) real estate, which includes the activities of the parent company (Lennar Corporation), the Homebuilding Division and the Investment Division; and (2) financial services, which includes certain activities of Lennar Financial Services, Inc. ("LFS"), but excludes the limited-purpose finance subsidiaries. The Homebuilding Division constructs and sells single-family (attached and detached) and multi-family homes. The Investment Division is involved in the development, management and leasing, as well as the acquisition and sale, of commercial and residential properties and land. This division also manages and participates in partnerships with financial institutions. Financial services activities are conducted primarily through LFS and the following six subsidiaries: Universal American Mortgage Company, AmeriStar Financial Services, Inc., Universal Title Insurors, Inc., TitleAmerica Insurance Corporation, Lennar Funding Corporation and Loan Funding, Inc. These companies arrange mortgage financing, title insurance, and closing services for Lennar homebuyers and others, acquire, package and resell home mortgage loans, and perform mortgage loan servicing activities. The limited-purpose finance subsidiaries of LFS have placed mortgages and other receivables as collateral for various long-term financings. These limited-purpose finance subsidiaries are not considered a part of the financial services operations for lines of business purposes and, as such, are reported separately. (3) STOCK SPLIT All references in the consolidated condensed financial statements and notes to the number of shares outstanding and per share amounts have been restated to reflect a three-for-two stock split effective April 20, 1994. (4) NET EARNINGS PER SHARE Net earnings per share is calculated by dividing net earnings by the weighted average number of total common shares and Class B common shares outstanding and common equivalent shares outstanding during the period. 4 (5) RESTRICTED CASH Cash includes restricted deposits of $3.0 million and $4.2 million as of August 31, 1994 and November 30, 1993, respectively. These balances are comprised primarily of escrow deposits held related to condominium purchases and security deposits from tenants of commercial and apartment properties. (6) FINANCIAL SERVICES The assets and liabilities related to the Company's financial services operations (as described in Note 2) are summarized as follows: August 31, November 30, 1994 1993 - ----------------------------------------------------------------------------------------------- Assets: Loans held for sale or disposition, net ..................... $ 125,637 243,095 Loans held for investment ................................... 39,236 15,746 Commercial mortgage-backed securities ....................... 46,459 - Servicing acquisition costs ................................. 4,426 12,249 Cash and receivables......................................... 13,732 9,949 Other ....................................................... 4,522 3,352 ------------ ---------- $ 234,012 284,391 ============ ========== Liabilities: Notes and other debts payable ............................... $ 97,873 167,561 Other ....................................................... 12,129 32,176 ------------ ---------- $ 110,002 199,737 ============ ========== (7) ACCOUNTING CHANGES Effective December 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". This change in accounting principle resulted in an increase to net earnings of $4.7 million in the first quarter of 1994. The change in accounting for income taxes did not have a significant impact on the Company's results of operations. The first quarter of 1994 also included a charge of $3.8 million (net of income taxes of $2.4 million) for the cumulative effect on prior years of a change in accounting for purchased mortgage servicing rights. During the first quarter of 1994, the Company changed the way in which it evaluates these assets from an undiscounted and disaggregated cash flow basis to a discounted and disaggregated cash flow basis. Excluding the cumulative effect, this change increased net earnings in the third quarter and first nine months of 1994 by $0.3 million and $1.0 million, respectively. (8) SUMMARY OF NONCASH INVESTING AND FINANCING ACTIVITIES During the third quarter of 1994, the Company's financial services operations acquired commercial mortgage-backed securities for $46.5 million. Of this amount, $11.6 million was paid in cash, and the balance of $34.9 was financed by the sellers. (9) RECLASSIFICATIONS Certain prior year amounts in the consolidated condensed financial statements have been reclassified to conform with the current period presentation. 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (1) Material changes in results of operations. Revenues in the three months and nine months ended August 31, 1994 were $200.3 million and $600.6 million, respectively, including sales of homes of $142.0 million and $451.9 million, respectively, compared with revenues of $167.1 million and $426.5 million, respectively, and sales of homes of $129.0 million and $314.8 million, respectively, in the same periods of fiscal 1993. The increased homebuilding revenues in the third quarter of 1994 resulted from an increase in the average price of homes delivered to $125,600 in the third quarter of 1994, from $109,700 in the third quarter of 1993. This increase was partially offset by a decrease in the number of deliveries during the third quarter of 1994 to 1,131 homes from 1,176 homes in the same period of 1993. The increased revenues in the first nine months of 1994 were attributable to both an increase in the number of deliveries and in the average price of homes delivered. In the first nine months of 1994 3,605 homes were delivered with an average price of $125,400, this compares to 2,974 deliveries with an average price of $106,200, in the corresponding period of 1993. The higher average sales prices were due to a greater number of sales of higher-priced homes, as well as price increases for existing products. Other sales and revenues increased to $43.0 million and $98.6 million, respectively, in the third quarter and first nine months of 1994, compared to $19.4 million and $56.8 million, respectively, in the same periods of 1993. The following table outlines the sources of other sales and revenues for the three-month and nine-month periods ending August 31, 1994 and 1993: ============================================================================================================ Three Months Ended Nine Months Ended August 31, August 31, (In thousands) 1994 1993 1994 1993 - ------------------------------------------------------------------------------------------------------------ Rental Income $ 8,685 8,017 27,039 22,511 Equity in earnings of partnerships 5,802 1,143 17,225 4,296 Management fees 3,141 1,987 10,144 4,329 Sales of other real estate 21,125 192 28,983 1,345 Other 4,210 8,038 15,235 24,281 - ------------------------------------------------------------------------------------------------------------ Total $42,963 19,377 98,626 56,762 ============================================================================================================ The increase in the equity in earnings of partnerships and management fees resulted from both the addition of the Company's partnership with Westinghouse Electric Corporation and an affiliate of Lehman Brothers (LW Real Estate Investments L.P.) during the third quarter of 1993, and increased earnings from the Company's partnerships with The Morgan Stanley Real Estate Fund L.P. The increase in sales of other real estate was primarily attributable to the sale of an operating property during the third quarter of 1994. The decrease in other revenues in 1994 is primarily attributable to a decrease in revenues from the repair or rebuilding of homes which were damaged by Hurricane Andrew. In the three-month and nine-month periods of 1993 these revenues were $4.2 million and $10.5 million, respectively. These activities were substantially completed during 1993 and revenues from these activities during the 1994 periods were not material. Gross profits from the sales of homes in the third quarter and first nine months of 1994 were $15.6 million ($13,800 per home) and $50.7 million ($14,100 per home), respectively, compared to $15.7 million ($13,400 per home) and $35.5 million ($12,000 per home), respectively, in the same periods of fiscal 1993. The increase in the nine-month results was primarily attributable to an increase in the number of homes delivered, higher average sales prices and the absorption of construction and selling overhead by a higher number of home deliveries. Gross profit percentages from the sales of homes were 11.0% and 11.2%, respectively, in the third quarter and first nine 6 months of 1994, compared to 12.2% and 11.3%, respectively, in the 1993 periods. The decreases in gross profit percentages were attributable to higher construction costs due to additional building code requirements in several counties throughout Florida, as well as increased competition in many of the Company's markets. At August 31, 1994 the Company had approximately $287 million (2,081 homes) of sales contracts in backlog, as compared to $336 million (2,747 homes) at August 31, 1993. The decrease in backlog was the result of a higher number of deliveries in 1994, as well as a lower number of new orders. The decrease in the dollar value of backlog was partially offset by an increase in the average sales price of homes in backlog to $137,900 from $122,300. Gross profits from other sales and revenues increased to $19.3 million and $48.3 million, respectively, for the third quarter and first nine months of 1994 from $7.2 million and $23.4 million, respectively, in the same periods of 1993. These increases were primarily attributable to the increased earnings and management fees provided by the Company's Investment Division partnerships and the sale of an operating property in the third quarter of 1994 which contributed a gross profit of $8.5 million. General and administrative expenses were $7.8 million and $24.2 million, respectively, in the three-month and nine-month periods ended August 31, 1994, compared to $6.5 million and $19.3 million, respectively, in the same periods of fiscal 1993. The increase was primarily attributable to increases in personnel and other costs resulting from the expansion of the Company's operations. However, as a percentage of real estate revenues, these expenses decreased in the three months and nine months ended August 31, 1994, to 4.2% and 4.4%, respectively, compared to 4.4% and 5.2%, respectively, in the corresponding periods of 1993. Earnings before income taxes from financial services operations were $3.1 million and $9.2 million, respectively, for the three months and nine months ended August 31, 1994, compared to $3.0 million and $10.7 million, respectively, for the same period one year ago. The higher earnings in the three-month period and the lower earnings in the nine-month period were partially attributable to varying gains on bulk sales of mortgage loan servicing rights. In the third quarter and first nine months of 1994, these gains totaled $1.4 million and $2.2 million, respectively, compared to gains of $1.0 million and $3.1 million, respectively, in the comparable periods of 1993. Excluding the effect of these transactions, 1994 earnings were lower in both the three-month and nine-month periods due primarily to a decline in mortgage loan originations and a reduction in servicing revenues. The Company has reduced overhead in production and support areas in response to the lower origination volume. Partially offsetting these decreases was a reduction of amortization expense for purchased mortgage servicing rights. This amortization decreased as a result of the change in accounting for purchased mortgage servicing rights during the first quarter of 1994. The provision for income taxes was 39.0% of pre-tax income for the third quarter and the first nine months of 1994. This compares to a provision of 38.0% for the third quarter of 1993 and 37.1% for the first nine months of 1993. The higher 1994 tax rate was due primarily to the Company's adoption of the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which required the Company to adjust the assets and liabilities for prior business combinations from net-of-tax to pre-tax amounts. (2) Material changes in financial condition. During the nine months ended August 31, 1994, $76.6 million of cash was provided by the Company's operations, compared to $69.3 million of cash used by operations during the corresponding period of the prior year. In addition to higher earnings, cash flow from operations during the 1994 period increased primarily as a result of cash generated from a $117.7 million decrease in loans held for sale or disposition by one of the Company's mortgage banking 7 subsidiaries, Universal American Mortgage Company, ("UAMC"). This compares to $18.5 million used in the 1993 period to increase the balance of such loans. During 1994, $21.3 million of cash was provided by a decrease in receivables, which compares to a $3.9 million use of cash to increase receivables during the same period of the prior year. The significant decrease in receivables was primarily related to the collection of an $11.3 million note receivable during the second quarter of 1994. Additionally, the Company used $59.4 million during 1994 to increase inventories through land purchases, land development and construction. This compares to $94.3 million used in the 1993 period to increase inventories. Partially offsetting the increases in cash flow during the 1994 period was cash used to decrease accounts payable and accrued liabilities from both real estate and mortgage banking activities of $29.5 million (net of effects of accounting changes), this compares to a $6.4 million increase in cash from accounts payable and accrued liabilities in the 1993 period. Cash used in investing activities decreased to $25.0 million in the first nine months of 1994, compared to $42.1 million in the first nine months of 1993. This decrease was partially the result of a lower increase in investments in and advances to partnerships and joint ventures. In 1994, $1.7 million of cash was used to increase investments in partnerships, compared to $23.7 million of cash used in 1993. Cash used for these activities in 1993 was primarily attributable to the Company's $28.8 million investment in LW Real Estate Investments L.P. Cash used in the 1994 period is primarily attributable to investments totaling $12.0 million in two new investment division partnerships, partially offset by cash distributions from the Company's existing partnerships. Also contributing to the decrease in cash used for investing activities was the Company's sale of an operating property in the third quarter of 1994 for $20.0 million. Partially offsetting the decreases in cash used for investing activities, was $29.1 million used by both the investment and financial services divisions to purchase commercial mortgage-backed securities. The total amount of commercial mortgage-backed securities purchased during the first nine months of 1994 was $64.0 million of which $34.9 million was financed by the sellers of some of the pools of securities purchased. The Company's ratio of real estate debt to total equity increased to 56.9% at August 31, 1994, compared with 51.8% at November 30, 1993. The increase in this ratio was due primarily to borrowings made to finance the increase in inventories and the investing activities discussed above. On July 29, 1994, the Company extended and increased the amount of its revolving credit agreement. The term of the agreement is three years. The commitment was increased to $250 million and includes eleven banks. On every anniversary date of the agreement each bank has the option to participate in a one year extension. As of August 31, 1994, UAMC was a party to warehouse loan agreements under which it could borrow up to $110 million. These agreements were decreased from $200 million at November 30, 1993 due to reduced borrowing needs. Borrowings under these agreements, which are secured by certain mortgage loans held for sale and servicing rights to certain loans serviced by UAMC, were $63.0 million at August 31, 1994 and $167.6 million at November 30, 1993. At August 31, 1994 and November 30, 1993, UAMC was servicing a portfolio of loans with an unpaid principal balance of $3.3 billion and $3.4 billion, respectively. These loans were originated through the financial services division's mortgage loan origination activities or acquired from unaffiliated third parties. The balance of this portfolio as of August 31, 1993 was $3.4 billion. 8 Part II. Other Information Item 1. LEGAL PROCEEDINGS During 1993 and 1994, the Company settled two lawsuits and a number of claims in which owners of approximately 675 homes built by the Company sought damages as a result of Hurricane Andrew. Other homeowners or homeowners' insurers are not precluded from making similar claims against the Company. Five insurance companies have contacted the Company seeking reimbursement for sums paid by them with regard to homes built by the Company and damaged by the storm. The Company has settled all outstanding claims with four of these insurance companies which represented the majority of the claims made. In addition to the claims, there are three pending lawsuits in which homeowners or homeowners' insurers seek damages. Other claims of this type may be asserted. The Company's insurers have asserted that their policies cover some, but not all, aspects of these claims. However, to date, the Company's insurers have made all payments required under settlements. Even if the Company were required to make any payments with regard to Hurricane Andrew related claims, the Company believes that the amount it would pay would not be material to the results of operations or financial position of the Company. Items 2- 5. Not applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: None (b) Reports on Form 8-K: Registrant was not required to file, and has not filed, a Form 8-K during the quarter for which this report is being filed. 9 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LENNAR CORPORATION --------------------------- (Registrant) Date: OCTOBER 12, 1994 ALLAN J. PEKOR ---------------------------- Allan J. Pekor Financial Vice President Chief Financial Officer Date: OCTOBER 12, 1994 JAMES T. TIMMONS ----------------------------- James T. Timmons Controller Chief Accounting Officer 10