Lennar - 10-Q quarterly report FY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2003

Commission File Number:    1-11749

Lennar Corporation

(Exact name of registrant as specified in its charter)

700 Northwest 107th Avenue, Miami, Florida 33172

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code (305) 559-4000

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    þ         NO    ¨

Common shares outstanding as of March 31, 2003:

Part I.    Financial Information

Item 1.    Financial Statements

Lennar Corporation and Subsidiaries

Consolidated Condensed Balance Sheets

(In thousands, except per share amounts)

See accompanying notes to consolidated condensed financial statements.

1

Lennar Corporation and Subsidiaries

Consolidated Condensed Statements of Earnings

(Unaudited)

(In thousands, except per share amounts)

See accompanying notes to consolidated condensed financial statements.

2

Lennar Corporation and Subsidiaries

Consolidated Condensed Statements of Cash Flows

(Unaudited)

(In thousands)

3

Lennar Corporation and Subsidiaries

Consolidated Condensed Statements of Cash Flows — Continued

(Unaudited)

(In thousands)

See accompanying notes to consolidated condensed financial statements.

4

Lennar Corporation and Subsidiaries

Notes to Consolidated Condensed Financial Statements

(Unaudited)

The accompanying consolidated condensed financial statements include the accounts of Lennar Corporation and all subsidiaries, partnerships and other entities in which a controlling interest is held (the “Company”). The Company’s investments in unconsolidated partnerships in which a significant, but less than controlling, interest is held are accounted for by the equity method. Controlling interest is determined based on a number of factors, which include the Company’s ownership interest and participation in the management of the partnership. All significant intercompany transactions and balances have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction with the November 30, 2002 audited financial statements in the Company’s Annual Report on Form 10-K for the year then ended. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the accompanying consolidated condensed financial statements have been made. Certain prior year amounts in the consolidated condensed financial statements have been reclassified to conform with the current period presentation.

The Company historically has experienced, and expects to continue to experience, variability in quarterly results. The consolidated condensed statement of earnings for the three months ended February 28, 2003 is not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

As discussed in Note 8, basic and diluted earnings per share amounts, weighted average shares outstanding and certain other share data have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the April 2003 stock distribution.

The Company has two operating and reporting segments: Homebuilding and Financial Services. The Company’s reportable segments are strategic business units that offer different products and services.

Homebuilding operations primarily include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through unconsolidated partnerships.

5

The Financial Services Division provides mortgage financing, title insurance, closing services and insurance agency services for both buyers of the Company’s homes and others and sells the loans it originates in the secondary mortgage market. The Division also provides high-speed Internet access, cable television, and alarm installation and monitoring services for both the Company’s homebuyers and other customers.

Basic earnings per share is computed by dividing net 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. Basic and diluted earnings per share were calculated as follows (unaudited):

Basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of a 10% stock distribution. Basic and diluted earnings per share without the effect of the 10% stock distribution were $1.66 per share and $1.51 per share, respectively, for the three months ended February 28, 2003 and $1.14 per share and $1.03 per share, respectively, for the three months ended February 28, 2002.

6

In 2001, the Company issued zero-coupon convertible senior subordinated notes due 2021. The notes are convertible at any time into the Company’s Class A common stock if the sale price of the Company’s Class A common stock exceeds certain thresholds or in other specified instances, at the rate of approximately 7.0 shares per $1,000 face amount at maturity, which would total approximately 4.4 million shares (shares were adjusted for 10% stock distribution). These shares were not included in the calculation of diluted earnings per share for the three months ended February 28, 2003 and 2002 because the average closing price of the Company’s common stock over the last twenty trading days of each quarter did not exceed 110% ($68.97 per share at February 28, 2003) of the accreted conversion price. The number of shares of Class A common stock issuable on conversion will increase by approximately 10% as a result of the stock distribution.

The assets and liabilities related to the Company’s financial services operations were as follows:

Cash as of February 28, 2003 and November 30, 2002 included $40.7 million and $56.2 million, respectively, of cash primarily held in escrow for approximately three days and $18.7 million and $20.9 million, respectively, of restricted deposits.

7

In February 2003, the Company amended and restated its senior secured credit facilities (the “Credit Facilities”) to provide the Company with up to $1.2 billion of financing. The Credit Facilities consist of a $653 million revolving credit facility maturing in April 2006, a $273 million 364-day revolving credit facility maturing in April 2003, at which time the Company expects the facility to be renewed, and a $300 million term loan B maturing in December 2008. Prior to the amendment, the Company paid down $89.0 million of the term loan B. The Company may elect to convert borrowings under the 364-day revolving credit facility to a term loan, which would mature in April 2006. The Credit Facilities are collateralized by the stock of certain of the Company’s subsidiaries and are also guaranteed on a joint and several basis by substantially all of the Company’s subsidiaries, other than the subsidiaries engaged in mortgage and title reinsurance activities. At February 28, 2003, $300.0 million was outstanding under the term loan B and zero was outstanding under the revolving credit facilities. Interest rates are LIBOR-based and the margins are set by a pricing grid with thresholds that adjust based on changes in the Company’s leverage ratio and the Credit Facilities’ credit rating. At February 28, 2003, the Company had letters of credit outstanding in the amount of $464.6 million. The majority of these letters of credit are posted with regulatory bodies to guarantee the Company’s performance of certain development and construction activities. Of the Company’s total letters of credit, $270.7 million were collateralized against certain borrowings available under the Credit Facilities.

In February 2003, the Company issued $350 million of 5.95% senior notes due 2013 at a price of 98.287%. The senior notes are guaranteed on a joint and several basis by substantially all of the Company’s subsidiaries, other than subsidiaries engaged in mortgage and title reinsurance activities. Proceeds from the offering, after underwriting discount and expenses, were approximately $342 million. The Company used $116 million of the proceeds to repay outstanding indebtedness and added the remainder to its general working capital. The senior notes were issued under the Company’s shelf registration statement.

In November 2002, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation (FIN) No. 45,Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. In accordance with the provisions of FIN No. 45, the Company adopted the initial recognition and measurement provisions on a prospective basis to guarantees issued after December 31, 2002. The implementation of FIN No. 45 did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Warranty and similar reserves for homes are established in an amount estimated to be adequate to cover potential costs for materials and labor with regard to warranty-type claims to be incurred subsequent to the delivery of a home. Reserves are determined based on historical data and trends with respect to similar product types and geographical areas. The following table sets forth the activity in the Company’s warranty reserve for the three months ended February 28, 2003 (unaudited):

8

In some instances, the Company and/or its partners have provided varying levels of guarantees on certain partnership debt. At February 28, 2003, the Company had recourse guarantees of $80.0 million and limited maintenance guarantees of $136.1 million of partnership debt. When the Company provides guarantees, the partnership generally receives more favorable terms from its lenders. The limited maintenance guarantees only apply if a partnership defaults on its loan arrangements and the carrying value of the collateral (generally land and improvements) is less than a specified percentage of the loan balance. If the Company is required to make a payment under a limited maintenance guarantee to bring the carrying value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution or loan to the unconsolidated partnership and increase the Company’s share of any funds the unconsolidated partnership distributes. There were no assets held as collateral that, upon the occurrence of any triggering event or condition under the guarantee, the Company could obtain and liquidate to recover all or a portion of the amounts paid under the guarantee.

On April 8, 2003, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to its certificate of incorporation that eliminated the restrictions on transfer of the Company’s Class B common stock and eliminated a difference between the dividends on the common stock (renamed Class A common stock) and the Class B common stock. The only significant remaining difference between the Class A common stock and the Class B common stock is that the Class A common stock entitles holders to one vote per share and the Class B common stock entitles holders to ten votes per share.

Because stockholders approved the change to the terms of the Class B common stock, the Company will be distributing to the holders of record of its stock at the close of business on April 9, 2003, one share of Class B common stock for each ten shares of Class A common stock or Class B common stock held at that time. The distribution is expected to take place on April 21, 2003. The Company’s Class B common stock will be listed on the New York Stock Exchange (“NYSE”). The Company’s Class A common stock already is listed on the NYSE.

Additionally, the Company’s stockholders approved an amendment to the certificate of incorporation increasing the number of shares of common stock the Company is authorized to issue to 300 million shares of Class A common stock and 90 million shares of Class B common stock. However, the Company has committed to Institutional Shareholder Services that it will not issue, without a subsequent stockholder vote, shares that would increase the outstanding Class A common stock to more than 170 million shares or increase the outstanding Class B common stock to more than 45 million shares.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings per Share, basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the distribution of Class B common stock. The distribution will have no net effect on total stockholders’ equity.

9

The Company has various interest rate swap agreements which effectively convert variable interest rates to fixed interest rates on approximately $300 million of outstanding debt related to its homebuilding operations. The swap agreements have been designated as cash flow hedges and, accordingly, are reflected at their fair value in the consolidated condensed balance sheets. The related loss is deferred, net of tax, in stockholders’ equity as accumulated other comprehensive loss.

Comprehensive income represents changes in stockholders’ equity from non-owner sources. For the three months ended February 28, 2003 and 2002, the change in the fair value of interest rate swaps was the only other amount besides the Company’s net earnings in deriving comprehensive income. Comprehensive income was $102.3 million and $72.8 million for the three months ended February 28, 2003 and 2002, respectively.

The Company accounts for its stock option grants under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. 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. Restricted stock grants are valued based on the market price of the common stock on the date of the grant. Unearned compensation arising from the restricted stock grants is amortized to expense using the straight-line method over the period of the restrictions. Unearned restricted stock is shown as a reduction of stockholders’ equity in the consolidated condensed balance sheets.

The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (unaudited):

10

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities. FIN No. 46 provides accounting guidance for consolidation of off-balance sheet entities with certain characteristics (variable interest entities). The consolidation requirements apply to variable interest entities created after January 31, 2003 and to variable interest entities in which the Company maintains an interest after August 31, 2003. The Company has adopted the requirements of FIN No. 46 for the Company’s partnerships formed after January 31, 2003, none of which were considered variable interest entities. The Company is in the process of evaluating the remainder of its investments and other interests in entities that may be deemed variable interest entities under the provisions of FIN No. 46. These include interests in unconsolidated partnerships with assets totaling approximately $1.5 billion at February 28, 2003. The Company’s maximum exposure to loss represents its recorded investment in these partnerships totaling $298.4 million plus the guarantees discussed in Note 7. FIN No. 46 may also apply to certain option contracts to acquire land. The Company believes that many of these interests and entities will not be consolidated, and may not ultimately fall under the provisions of FIN No. 46. The Company cannot make any definitive conclusion until it completes its evaluation.

11

The Company’s obligations to pay principal, premium, if any, and interest under certain debt instruments are guaranteed on a joint and several basis by substantially all of its subsidiaries, other than subsidiaries engaged in mortgage and title reinsurance activities. The guarantees are full and unconditional and the guarantor subsidiaries are 100% owned by Lennar Corporation. The Company has determined that separate, full financial statements of the guarantors would not be material to investors and, accordingly, supplemental financial information for the guarantors is presented.

Consolidating Condensed Balance Sheet

February 28, 2003

(Unaudited)

12

Consolidating Condensed Balance Sheet

November 30, 2002

13

Consolidating Condensed Statement of Earnings

Three Months Ended February 28, 2003

(Unaudited)

Consolidating Condensed Statement of Earnings

Three Months Ended February 28, 2002

(Unaudited)

14

Consolidating Condensed Statement of Cash Flows

Three Months Ended February 28, 2003

(Unaudited)

15

Consolidating Condensed Statement of Cash Flows

Three Months Ended February 28, 2002

(Unaudited)

16

Some of the statements contained in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those which the statements anticipate. Factors which may affect our results include, but are not limited to, changes in general economic conditions, the market for homes and prices for homes generally and in areas where we have developments, the availability and cost of land suitable for residential development, materials prices, labor costs, interest rates, consumer confidence, competition, terrorist acts or other acts of war, environmental factors and government regulations affecting our operations. See our Annual Report on Form 10-K for the year ended November 30, 2002 for a further discussion of these and other risks and uncertainties applicable to our business.

Overview

Net earnings were $106.3 million, or $1.37 per share diluted ($1.51 per share basic), in the first quarter of 2003, compared to $71.9 million, or $0.94 per share diluted ($1.03 per share basic), in the first quarter of 2002. Basic and diluted earnings per share amounts and weighted average shares outstanding have been restated for the three months ended February 28, 2003 and 2002 to reflect the effect of the April 2003 10% stock distribution. Basic and diluted earnings per share without the effect of the 10% stock distribution were $1.66 per share and $1.51 per share, respectively, for the three months ended February 28, 2003 and $1.14 per share and $1.03 per share, respectively, for the three months ended February 28, 2002.

Homebuilding

The following tables set forth selected financial and operational information related to our Homebuilding Division for the periods indicated (unaudited):

17