10-Q 1 d10q.htm FORM 10-Q Form 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2011

Commission File Number: 1-11749

 

 

Lennar Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-4337490

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

700 Northwest 107th 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    x            Accelerated filer    ¨            Non-accelerated filer    ¨            Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Common stock outstanding as of June 30, 2011:

 

Class A 155,679,891
Class B   31,303,197

 

 

 


Part I. Financial Information

 

Item 1. Financial Statements.

Lennar Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

 

     May 31,
2011 (1)
     November 30,
2010 (1)
 

ASSETS

     

Lennar Homebuilding:

     

Cash and cash equivalents

   $ 945,155         1,207,247   

Restricted cash

     8,533         8,195   

Receivables, net

     66,982         82,202   

Inventories:

     

Finished homes and construction in progress

     1,523,114         1,491,292   

Land and land under development

     2,352,681         2,223,300   

Consolidated inventory not owned

     425,770         455,016   
                 

Total inventories

     4,301,565         4,169,608   

Investments in unconsolidated entities

     652,973         626,185   

Other assets

     337,041         307,810   
                 
     6,312,249         6,401,247   

Rialto Investments:

     

Cash and cash equivalents

     69,649         76,412   

Defeasance cash to retire notes payable

     159,609         101,309   

Loans receivable

     938,786         1,219,314   

Real estate owned, net

     530,716         258,104   

Investments in unconsolidated entities

     115,636         84,526   

Other assets

     28,894         37,949   
                 
     1,843,290         1,777,614   

Lennar Financial Services

     543,690         608,990   
                 

Total assets

   $ 8,699,229         8,787,851   
                 

 

(1) Under certain provisions of Accounting Standards Codification (“ASC”) Topic 810, Consolidations, (“ASC 810”) the Company is required to separately disclose on its condensed consolidated balance sheets the assets of consolidated variable interest entities (“VIEs”) that are owned by the consolidated VIEs and non-recourse liabilities of consolidated VIEs.

As of May 31, 2011, total assets include $2,339.6 million related to consolidated VIEs of which $31.3 million is included in Lennar Homebuilding cash and cash equivalents, $5.1 million in Lennar Homebuilding receivables, net, $160.2 million in Lennar Homebuilding finished homes and construction in progress, $468.8 million in Lennar Homebuilding land and land under development, $79.3 million in Lennar Homebuilding consolidated inventory not owned, $40.9 million in Lennar Homebuilding investments in unconsolidated entities, $160.6 million in Lennar Homebuilding other assets, $63.1 million in Rialto Investments cash and cash equivalents, $159.6 million in Rialto Investments defeasance cash to retire notes payable, $727.5 million in Rialto Investments loans receivable, $430.4 million in Rialto Investments real estate owned, net and $12.8 million in Rialto Investments other assets.

As of November 30, 2010, total assets include $2,300.2 million related to consolidated VIEs of which $34.1 million is included in Lennar Homebuilding cash and cash equivalents, $0.2 million in Lennar Homebuilding restricted cash, $6.6 million in Lennar Homebuilding receivables, net, $221.7 million in Lennar Homebuilding finished homes and construction in progress, $400.7 million in Lennar Homebuilding land and land under development, $87.4 million in Lennar Homebuilding consolidated inventory not owned, $38.8 million in Lennar Homebuilding investments in unconsolidated entities, $159.5 million in Lennar Homebuilding other assets, $72.4 million in Rialto Investments cash and cash equivalents, $101.3 million in Rialto Investments defeasance cash to retire notes payable, $974.4 million in Rialto Investments loans receivable, $188.5 million in Rialto Investments real estate owned, net and $14.6 million in Rialto Investments other assets.

See accompanying notes to condensed consolidated financial statements.

 

2


Lennar Corporation and Subsidiaries

Condensed Consolidated Balance Sheets — (Continued)

(In thousands, except per share amounts)

(unaudited)

 

     May 31,
2011 (2)
    November 30,
2010 (2)
 

LIABILITIES AND EQUITY

    

Lennar Homebuilding:

    

Accounts payable

   $ 168,398        168,006   

Liabilities related to consolidated inventory not owned

     358,394        384,233   

Senior notes and other debts payable

     3,104,317        3,128,154   

Other liabilities

     638,142        694,142   
                
     4,269,251        4,374,535   

Rialto Investments:

    

Notes payable and other liabilities

     768,376        770,714   

Lennar Financial Services

     402,354        448,219   
                

Total liabilities

     5,439,981        5,593,468   
                

Stockholders’ equity:

    

Preferred stock

     —          —     

Class A common stock of $0.10 par value; Authorized: May 31, 2011 and November 30, 2010 – 300,000,000 shares; Issued: May 31, 2011 – 167,319,216 and November 30, 2010 – 167,009,774 shares

     16,732        16,701   

Class B common stock of $0.10 par value; Authorized: May 31, 2011 and November 30, 2010 – 90,000,000 shares; Issued: May 31, 2011 – 32,982,817 and November 30, 2010 – 32,970,914 shares

     3,298        3,297   

Additional paid-in capital

     2,326,968        2,310,339   

Retained earnings

     920,353        894,108   

Treasury stock, at cost; May 31, 2011 – 11,666,670 Class A common shares and 1,679,620 Class B common shares; November 30, 2010 – 11,664,744 Class A common shares and 1,679,620 Class B common shares

     (615,506     (615,496
                

Total stockholders’ equity

     2,651,845        2,608,949   
                

Noncontrolling interests

     607,403        585,434   
                

Total equity

     3,259,248        3,194,383   
                

Total liabilities and equity

   $ 8,699,229        8,787,851   
                

 

(2) As of May 31, 2011, total liabilities include $930.0 million related to consolidated VIEs as to which there was no recourse against the Company, of which $11.5 million is included in Lennar Homebuilding accounts payable, $52.0 million in Lennar Homebuilding liabilities related to consolidated inventory not owned, $180.9 million in Lennar Homebuilding senior notes and other debts payable, $51.8 million in Lennar Homebuilding other liabilities and $633.8 million in Rialto Investments notes payable and other liabilities.

As of November 30, 2010, total liabilities include $963.3 million related to consolidated VIEs as to which there was no recourse against the Company, of which $32.4 million is included in Lennar Homebuilding accounts payable, $60.6 million in Lennar Homebuilding liabilities related to consolidated inventory not owned, $185.4 million in Lennar Homebuilding senior notes and other debts payable, $53.1 million in Lennar Homebuilding other liabilities and $631.8 million in Rialto Investments notes payable and other liabilities.

See accompanying notes to condensed consolidated financial statements.

 

3


Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

 

     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
     2011     2010     2011     2010  

Revenues:

        

Lennar Homebuilding

   $ 662,476        705,328        1,129,185        1,226,104   

Lennar Financial Services

     59,422        74,536        117,135        127,901   

Rialto Investments

     42,595        34,617        76,218        34,918   
                                

Total revenues

     764,493        814,481        1,322,538        1,388,923   
                                

Cost and expenses:

        

Lennar Homebuilding

     630,711        656,689        1,078,474        1,158,654   

Lennar Financial Services

     56,927        60,883        113,457        115,149   

Rialto Investments

     32,273        19,514        60,622        20,917   

Corporate general and administrative

     20,598        22,234        43,950        44,874   
                                

Total costs and expenses

     740,509        759,320        1,296,503        1,339,594   
                                

Lennar Homebuilding equity in earnings (loss) from unconsolidated entities

     2,417        (1,402     11,078        (10,296

Lennar Homebuilding other income (expense), net (1)

     9,511        (253     39,471        13,950   

Other interest expense

     (22,468     (17,516     (44,547     (36,181

Rialto Investments equity in earnings (loss) from unconsolidated entities

     (2,973     (436     1,552        (293

Rialto Investments other income, net

     15,329        —          28,532        —     
                                

Earnings before income taxes

     25,800        35,554        62,121        16,509   

Benefit (provision) for income taxes

     (953     11,030        1,452        22,602   
                                

Net earnings (including net earnings attributable to noncontrolling interests)

     24,847        46,584        63,573        39,111   

Less: Net earnings attributable to noncontrolling interests (2) 

     11,062        6,865        22,382        5,915   
                                

Net earnings attributable to Lennar

   $ 13,785        39,719        41,191        33,196   
                                

Basic earnings per share

   $ 0.07        0.21        0.22        0.18   
                                

Diluted earnings per share

   $ 0.07        0.21        0.22        0.18   
                                

Cash dividends per each Class A and Class B common share

   $ 0.04        0.04        0.08        0.08   
                                

 

(1) Lennar Homebuilding other income (expense), net includes $8.4 million of valuation adjustments to investments in unconsolidated entities for the six months ended May 31, 2011.
(2) Net earnings attributable to noncontrolling interests for the three and six months ended May 31, 2011 include $12.9 million and $24.8 million, respectively, of earnings related to the FDIC’s interest in the portfolio of real estate loans that the Company acquired in partnership with the FDIC. Net earnings attributable to noncontrolling interests for both the three and six months ended May 31, 2010 include $9.6 million of earnings related to the FDIC’s interest in the portfolio of real estate loans that the Company acquired in partnership with the FDIC.

See accompanying notes to condensed consolidated financial statements.

 

4


Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

     Six Months Ended  
     May 31,  
     2011     2010  

Cash flows from operating activities:

    

Net earnings (including net earnings attributable to noncontrolling interests)

   $ 63,573        39,111   

Adjustments to reconcile net earnings (including net earnings attributable to noncontrolling interests) to net cash provided by operating activities:

    

Depreciation and amortization

     7,651        6,350   

Amortization of discount/premium on debt, net

     8,400        1,179   

Lennar Homebuilding equity in (earnings) loss from unconsolidated entities

     (11,078     10,296   

Distributions of earnings from Lennar Homebuilding unconsolidated entities

     11,361        772   

Rialto Investments equity in (earnings) loss from unconsolidated entities

     (1,552     293   

Distributions of earnings from Rialto Investments unconsolidated entities

     2,386        717   

Shared based compensation expense

     11,506        11,639   

Excess tax benefits from share-based awards

     (261     —     

Gain on retirement of Lennar Homebuilding debt

     —          (13,617

Loss on retirement of Lennar Homebuilding senior notes

     —          11,714   

Gains on Rialto Investments real estate owned

     (35,336     —     

Gains on sale of Rialto Investments commercial mortgage-backed securities

     (4,743     —     

Valuation adjustments and write-offs of option deposits and pre-acquisition costs, other receivables, other assets and Rialto Investments loans receivable

     29,034        14,971   

Changes in assets and liabilities:

    

Decrease in restricted cash

     2,658        30   

Decrease in receivables

     19,783        389,042   

Increase in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs

     (50,724     (131,262

(Increase) decrease in other assets

     (40,923     18,106   

Decrease in Lennar Financial Services loans-held-for-sale

     74,255        12,218   

Decrease in accounts payable and other liabilities

     (81,381     (96,885
                

Net cash provided by operating activities

     4,609        274,674   
                

Cash flows from investing activities:

    

Increase in restricted cash related to cash collateralized letters of credit

     —          (125,895

Net additions of operating properties and equipment

     (1,307     (942

Investments in and contributions to Lennar Homebuilding unconsolidated entities

     (75,901     (58,151

Distributions of capital from Lennar Homebuilding unconsolidated entities

     13,841        12,771   

Investments in and contributions to Rialto Investments unconsolidated entities

     (29,708     (56,315

Investments in and contributions to Rialto Investments consolidated entities (net of $87.8 million cash and cash equivalents consolidated)

     —          (177,225

Increase in Rialto Investments defeasance cash to retire notes payable

     (58,300     (33,723

Receipts of principal payments on Rialto Investments loans receivable

     38,079        —     

Proceeds from sales of Rialto Investments real estate owned

     20,851        —     

Improvements to Rialto Investments real estate owned

     (8,234     —     

(Increase) decrease in Lennar Financial Services loans held-for-investment, net

     (1,015     1,393   

Purchases of Lennar Financial Services investment securities

     (5,280     (5,726

Proceeds from sale of investments in commercial mortgage-backed securities

     11,127        —     

Proceeds from maturities of Lennar Financial Services investments securities

     283        619   
                

Net cash used in investing activities

     (95,564     (443,194
                

 

5


Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows — (Continued)

(In thousands)

(unaudited)

 

     Six Months Ended  
     May 31,  
     2011     2010  

Cash flows from financing activities:

    

Net repayments under Lennar Financial Services debt

   $ (82,175     (56,500

Proceeds from senior notes

     —          247,323   

Proceeds from 2.00% convertible senior notes due 2020

     —          276,500   

Debt issuance costs of senior notes

     —          (8,785

Partial redemption of senior notes

     —          (375,421

Proceeds from other borrowings

     1,209        3,926   

Principal payments on other borrowings

     (62,712     (83,446

Exercise of land option contracts from an unconsolidated land investment venture

     (17,264     (27,625

Receipts related to noncontrolling interests

     5,222        10,130   

Payments related to noncontrolling interests

     (6,164     (3,128

Excess tax benefits from shared-based awards

     261        —     

Common stock:

    

Issuances

     4,853        1,753   

Repurchases

     (10     (1,793

Dividends

     (14,946     (14,787
                

Net cash used in financing activities

     (171,726     (31,853
                

Net decrease in cash and cash equivalents

     (262,681     (200,373

Cash and cash equivalents at beginning period

     1,394,135        1,457,438   
                

Cash and cash equivalents at end of period

   $ 1,131,454        1,257,065   
                

Summary of cash and cash equivalents:

    

Lennar Homebuilding

     945,155        1,087,698   

Lennar Financial Services

     116,650        106,435   

Rialto Investments

     69,649        62,932   
                
   $ 1,131,454        1,257,065   
                

Supplemental disclosures of non-cash investing and financing activities:

    

Non-cash contributions to Lennar Homebuilding unconsolidated entities

   $ 14,949        3,322   

Non-cash distributions from Lennar Homebuilding unconsolidated entities

   $ 12,043        —     

Purchases of inventories financed by sellers

   $ 15,932        9,714   

Purchases of Lennar Financial Services investment securities

   $ 46,660        —     

Rialto Investments real estate owned acquired in satisfaction/partial satisfaction of loans receivable

   $ 253,904        2,847   

Consolidations of newly formed or previously unconsolidated entities, net

    

Loans receivable

   $ —          1,183,460   

Inventories

   $ 49,522        27,538   

Investments in Lennar Homebuilding unconsolidated entities

   $ (28,574     (16,882

Investments in Rialto Investments consolidated entities

   $ —          (177,225

Other assets

   $ 3,707        64,377   

Debts payable

   $ (14,703     (678,726

Other liabilities

   $ (9,423     (4,954

Noncontrolling interests

   $ (529     (397,588

See accompanying notes to condensed consolidated financial statements.

 

6


Lennar Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

Basis of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Lennar Corporation and all subsidiaries, partnerships and other entities in which Lennar Corporation has a controlling interest and VIEs (see Note 15) in which Lennar Corporation is deemed to be the primary beneficiary (the “Company”). The Company’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in VIEs in which the Company is not deemed to be the primary beneficiary, are accounted for by the equity method. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, 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 GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended November 30, 2010. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the accompanying condensed consolidated financial statements have been made.

The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The condensed consolidated statements of operations for the three and six months ended May 31, 2011 are not necessarily indicative of the results to be expected for the full year.

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform with the 2011 presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

(2) Operating and Reporting Segments

The Company’s operating segments are aggregated into reportable segments, based primarily upon similar economic characteristics, geography and product type. The Company’s reportable segments consist of:

 

  (1) Homebuilding East

 

  (2) Homebuilding Central

 

  (3) Homebuilding West

 

  (4) Homebuilding Houston

 

  (5) Lennar Financial Services

 

  (6) Rialto Investments

Information about homebuilding activities in states which are not economically similar to other states in the same geographic area is grouped under “Homebuilding Other,” which is not considered a reportable segment.

Evaluation of segment performance is based primarily on operating earnings (loss) before income taxes. Operations of the Company’s homebuilding segments primarily include the construction and sale of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through the Company’s unconsolidated entities. Operating earnings (loss) for the homebuilding segments consist

 

7


of revenues generated from the sales of homes and land, equity in earnings (loss) from unconsolidated entities and other income (expense), net, less the cost of homes sold and land sold, selling, general and administrative expenses and other interest expense of the segment. The Company’s reportable homebuilding segments and all other homebuilding operations not required to be reported separately have operations located in:

East: Florida, Maryland, New Jersey and Virginia

Central: Arizona, Colorado and Texas (1)

West: California and Nevada

Houston: Houston, Texas

Other: Georgia, Illinois, Minnesota, North Carolina and South Carolina

 

  (1) Texas in the Central reportable segment excludes Houston, Texas, which is its own reportable segment.

Operations of the Lennar Financial Services segment include primarily mortgage financing, title insurance and closing services for both buyers of the Company’s homes and others. Substantially all of the loans the Lennar Financial Services segment originates are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, the Company retains potential liability for possible claims by purchasers that it breached certain limited industry-standard representations and warranties in the loan sale agreements. Lennar Financial Services’ operating earnings consist of revenues generated primarily from mortgage financing, title insurance and closing services, less the cost of such services and certain selling, general and administrative expenses incurred by the segment. The Lennar Financial Services segment operates generally in the same states as the Company’s homebuilding operations, as well as in other states.

Operations of the Rialto Investments (“Rialto”) segment include sourcing, underwriting, pricing, managing and ultimately monetizing real estate and real estate related assets, as well as providing similar services to others in markets across the country. Rialto’s operating earnings (loss) consists of revenues generated primarily from interest income associated with portfolios of real estate loans acquired in partnership with the FDIC and other portfolios of real estate loans and assets acquired, fees for sub-advisory services, other income, net, consisting primarily of gains upon foreclosure of real estate owned (“REO”) and gains on sale of REO, and equity in earnings (loss) from unconsolidated entities, less the costs incurred by the segment for managing portfolios, providing advisory services, underwriting expenses related to both completed and abandoned transactions, and other general administrative expenses.

Each reportable segment follows the same accounting policies described in Note 1 – “Summary of Significant Accounting Policies” to the consolidated financial statements in the Company’s 2010 Annual Report on Form 10-K. Operational results of each segment are not necessarily indicative of the results that would have occurred had the segment been an independent, stand-alone entity during the periods presented.

Financial information relating to the Company’s operations was as follows:

 

(In thousands)    May 31,
2011
     November 30,
2010
 

Assets:

     

Homebuilding East

   $ 1,614,828         1,524,095   

Homebuilding Central

     692,584         716,595   

Homebuilding West

     2,152,833         2,051,888   

Homebuilding Houston

     242,815         226,749   

Homebuilding Other

     737,080         737,486   

Rialto Investments (1)

     1,843,290         1,777,614   

Lennar Financial Services

     543,690         608,990   

Corporate and unallocated

     872,109         1,144,434   
                 

Total assets

   $ 8,699,229         8,787,851   
                 

 

(1) Consists primarily of assets of consolidated VIEs (see Note 8).

 

8


     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
(In thousands)    2011     2010     2011     2010  

Revenues:

        

Homebuilding East

   $ 268,605        223,887        457,069        365,947   

Homebuilding Central

     92,155        101,871        159,161        167,954   

Homebuilding West

     120,897        179,267        217,279        343,584   

Homebuilding Houston

     81,886        103,286        134,839        179,080   

Homebuilding Other

     98,933        97,017        160,837        169,539   

Lennar Financial Services

     59,422        74,536        117,135        127,901   

Rialto Investments

     42,595        34,617        76,218        34,918   
                                

Total revenues (1) 

   $ 764,493        814,481        1,322,538        1,388,923   
                                

Operating earnings (loss):

        

Homebuilding East

   $ 29,391        15,735        40,411        36,258   

Homebuilding Central (2)

     (3,350     (456     (18,474     (7,703

Homebuilding West (3)

     (8,855     1,664        40,490        (6,228

Homebuilding Houston

     2,966        9,187        2,925        14,641   

Homebuilding Other

     1,073        3,338        (8,639     (2,045

Lennar Financial Services

     2,495        13,653        3,678        12,752   

Rialto Investments

     22,678        14,667        45,680        13,708   
                                

Total operating earnings

     46,398        57,788        106,071        61,383   

Corporate and unallocated

     (20,598     (22,234     (43,950     (44,874
                                

Earnings before income taxes

   $ 25,800        35,554        62,121        16,509   
                                

 

(1) Total revenues are net of sales incentives of $89.9 million ($33,900 per home delivered) and $152.8 million ($33,500 per home delivered), respectively, for the three and six months ended May 31, 2011, compared to $90.4 million ($31,100 per home delivered) and $164.1 million ($33,600 per home delivered), respectively, for the three and six months ended May 31, 2010.
(2) For the three and six months ended May 31, 2011, operating loss includes $1.0 million and $7.6 million, respectively, of expenses associated with remedying pre-existing liabilities of a previously acquired company.
(3) For the six months ended May 31, 2011, operating earnings include $37.5 million related to the receipt of a litigation settlement, as well as $15.4 million related to the Company’s share of a gain on debt extinguishment and the recognition of $10.0 million of deferred management fees related to management services previously provided by the Company to one of its Lennar Homebuilding unconsolidated entities (see Note 3).

 

9


Valuation adjustments and write-offs relating to the Company’s operations were as follows:

 

     Three Months Ended      Six Months Ended  
     May 31,      May 31,  
(In thousands)    2011      2010      2011      2010  

Valuation adjustments to finished homes, CIP and land on which the Company intends to build homes:

           

East

   $ 1,072         2,467         1,803         2,764   

Central

     201         191         4,077         1,290   

West

     1,568         1,924         1,582         2,613   

Houston

     168         40         217         100   

Other

     319         420         461         4,344   
                                   

Total

     3,328         5,042         8,140         11,111   
                                   

Valuation adjustments to land the Company intends to sell or has sold to third parties:

           

East

     72         45         92         45   

Central

     156         446         179         1,780   

West

     —           116         —           116   

Houston

     —           —           10         —     
                                   

Total

     228         607         281         1,941   
                                   

Write-offs of option deposits and pre-acquisition costs:

           

East

     346         —           346         —     

Central

     26         —           26         —     

Houston

     —           —           81         —     
                                   

Total

     372         —           453         —     
                                   

Company’s share of valuation adjustments related to assets of unconsolidated entities:

           

Central

     —           —           371         —     

West

     —           —           1,660         1,216   

Other

     —           —           2,495         —     
                                   

Total

     —           —           4,526         1,216   
                                   

Valuation adjustments to investments of unconsolidated entities:

           

East (1)

     150         401         8,412         401   
                                   

Total

     150         401         8,412         401   
                                   

Write-offs of other receivables and other assets:

           

Other

     —           —           4,806         1,518   
                                   

Total

     —           —           4,806         1,518   
                                   

Total valuation adjustments and write-offs of option deposits and pre-acquisition costs, other receivables and other assets

   $ 4,078         6,050         26,618         16,187   
                                   

 

(1) For both the three and six months ended May 31, 2011, the Company recorded a $0.1 million valuation adjustment related to a $29.8 million investment of a Lennar Homebuilding unconsolidated entity, which was the result of a linked transaction. The linked transaction resulted in a pre-tax gain of $38.6 million related to a debt extinguishment due to the Company’s purchase of the Lennar Homebuilding unconsolidated entity’s debt at a discount and a $38.7 million valuation adjustment of the Lennar Homebuilding unconsolidated entity’s inventory upon consolidation. The net pre-tax loss of $0.1 million was included in Lennar Homebuilding other income (expense), net.

The Company recorded higher valuation adjustments during the six months ended May 31, 2011 compared to the six months ended May 31, 2010, as a result of current changes in strategy and other developments regarding certain of the Company’s joint ventures. Demand trends in many communities in which the Company is selling homes have remained depressed and/or decreased despite improved affordability resulting from lower home prices and historically low interest rates. If these trends continue and there is further deterioration in the housing market, it may cause additional pricing pressures and slower absorption. This may potentially lead to additional valuation adjustments in the future. In addition, market conditions may cause the Company to re-evaluate its strategy regarding certain assets that could result in further valuation adjustments and/or additional write-offs of option deposits and pre-acquisition costs due to abandonment of those options contracts.

 

10


(3) Lennar Homebuilding Investments in Unconsolidated Entities

Summarized condensed financial information on a combined 100% basis related to Lennar Homebuilding’s unconsolidated entities that are accounted for by the equity method was as follows:

Statements of Operations

 

     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
(In thousands)    2011      2010     2011      2010  

Revenues

   $ 83,251         42,768        150,314         99,523   

Costs and expenses

     63,894         68,820        152,474         148,000   

Other income

     —           —          123,007         —     
                                  

Net earnings (loss) of unconsolidated entities

   $ 19,357         (26,052     120,847         (48,477
                                  

The Company’s share of net earnings (loss) recognized (1)

   $ 2,417         (1,402     11,078         (10,296
                                  

 

(1) For the six months ended May 31, 2011, the Company’s share of net earnings recognized includes a $15.4 million gain related to the Company’s share of a $123.0 million gain on debt extinguishment at a Lennar Homebuilding unconsolidated entity, partially offset by $4.5 million of valuation adjustments related to assets of Lennar Homebuilding’s unconsolidated entities.

Balance Sheets

 

     May 31,      November 30,  
(In thousands)    2011      2010  

Assets:

     

Cash and cash equivalents

   $ 64,063         82,573   

Inventories

     3,210,133         3,371,435   

Other assets

     309,301         307,244   
                 
   $ 3,583,497         3,761,252   
                 

Liabilities and equity:

     

Account payable and other liabilities

   $ 241,170         327,824   

Debt

     1,066,742         1,284,818   

Equity

     2,275,585         2,148,610   
                 
   $ 3,583,497         3,761,252   
                 

During the first quarter of 2011, a Lennar Homebuilding unconsolidated entity was restructured. As part of the restructuring, the development management agreement (the “Agreement”) between the Company and the unconsolidated entity was terminated and a general release agreement was executed whereby the Company was released from any and all obligations, except any future potential third-party claims, associated with the Agreement. As a result of the restructuring, the termination of the Agreement and the execution of the general release agreement, the Company recognized $10 million of deferred management fees related to management services previously performed by the Company prior to November 30, 2010. The Company is not providing any other services to the unconsolidated entity associated with the deferred management fees recognized.

In 2007, the Company sold a portfolio of land to a strategic land investment venture with Morgan Stanley Estate Fund II, L.P., an affiliate of Morgan Stanley & Co., Inc., in which the Company has a 20% ownership interest and 50% voting rights. Due to the Company’s continuing involvement, the transaction did not qualify as a sale by the Company under GAAP; thus, the inventory has remained on the Company’s condensed consolidated balance sheet in consolidated inventory not owned. As of May 31, 2011 and November 30, 2010, the portfolio of land (including land development costs) of $404.3 million and $424.5 million, respectively, is also reflected as inventory in the summarized condensed financial information related to Lennar Homebuilding’s unconsolidated entities.

The Lennar Homebuilding unconsolidated entities in which the Company has investments usually finance their activities with a combination of partner equity and debt financing. In some instances, the Company and its partners have guaranteed debt of certain unconsolidated entities.

 

11


The summary of the Company’s net recourse exposure related to the Lennar Homebuilding unconsolidated entities in which the Company has investments was as follows:

 

     May 31,     November 30,  
(In thousands)    2011     2010  

Several recourse debt – repayment

   $ 68,418        33,399   

Several recourse debt – maintenance

     2,230        29,454   

Joint and several recourse debt – repayment

     48,147        48,406   

Joint and several recourse debt – maintenance

     43,466        61,591   
                

The Company’s maximum recourse exposure

     162,261        172,850   

Less: joint and several reimbursement agreements with the Company’s partners

     (57,078     (58,878
                

The Company’s net recourse exposure

   $ 105,183        113,972   
                

During the six months ended May 31, 2011, the Company’s maximum recourse exposure related to indebtedness of Lennar Homebuilding unconsolidated entities decreased by $46.9 million as a result of $14.6 million paid by the Company primarily through capital contributions to unconsolidated entities and $32.3 million primarily related to the restructuring of a guarantee, the consolidation of a joint venture in the first quarter of 2011 and the joint ventures selling inventory, which was partially offset by a $36.3 million increase in the maximum recourse exposure for consideration given in the form of a several guarantee in connection with the favorable debt maturity extension and principal reduction at Heritage Fields El Toro, one of Lennar Homebuilding’s unconsolidated entities as discussed in the note to the following table.

As of May 31, 2011 and November 30, 2010, the Company had $0.1 million and $10.2 million, respectively, of obligation guarantees accrued as a liability on its condensed consolidated balance sheets. During the six months ended May 31, 2011, the liability was reduced by $10.1 million, of which $7.5 million were cash payments related to obligation guarantees previously recorded and $2.6 million related to a change in estimate of an obligation guarantee. The obligation guarantees are estimated based on current facts and circumstances and any unexpected changes may lead the Company to incur additional obligation guarantees in the future.

The recourse debt exposure in the previous table represents the Company’s maximum recourse exposure to loss from guarantees and does not take into account the underlying value of the collateral or the other assets of the borrowers that are available to repay the debt or to reimburse the Company for any payments on its guarantees. The Lennar Homebuilding unconsolidated entities that have recourse debt have a significant amount of assets and equity. The summarized balance sheets of Lennar Homebuilding’s unconsolidated entities with recourse debt were as follows:

 

     May 31,      November 30,  
(In thousands)    2011      2010  

Assets (1)

   $ 2,189,382         990,028   

Liabilities (1)

     884,513         487,606   

Equity (1)

     1,304,869         502,422   

 

(1) In the first quarter of 2011, Heritage Fields El Toro, one of Lennar Homebuilding’s unconsolidated entities, extended the maturity of its $573.5 million debt until 2018, which at the time was without recourse to Lennar. In exchange for the extension and partial debt extinguishment, which reduced the outstanding debt balance to $481.0 million in the first quarter of 2011, all the partners agreed to provide a limited several repayment guarantee on the outstanding debt, which resulted in a $36.3 million increase to the Company’s maximum recourse exposure and a subsequent increase to assets, liabilities and equity of Lennar Homebuilding unconsolidated entities that have recourse debt. In addition, the Company recognized a $15.4 million gain for its share of the $123.0 million gain on debt extinguishment in the first quarter of 2011.

In addition, in most instances in which the Company has guaranteed debt of a Lennar Homebuilding unconsolidated entity, the Company’s partners have also guaranteed that debt and are required to contribute their share of the guarantee payments. Some of the Company’s guarantees are repayment guarantees and some are maintenance guarantees. In a repayment guarantee, the Company and its venture partners guarantee repayment of a portion or all of the debt in the event of default before the lender would have to exercise its rights against the collateral. In the event of default, if the Company’s venture partner does not have adequate financial resources to

 

12


meet its obligations under the reimbursement agreement, the Company may be liable for more than its proportionate share, up to its maximum recourse exposure, which is the full amount covered by the joint and several guarantee. The maintenance guarantees only apply if the 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 maintenance guarantee to bring the value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution or loan to the Lennar Homebuilding unconsolidated entity and increase the Company’s investment in the unconsolidated entity and its share of any funds the unconsolidated entity distributes.

In connection with many of the loans to Lennar Homebuilding unconsolidated entities, the Company and its joint venture partners (or entities related to them) have been required to give guarantees of completion to the lenders. Those completion guarantees may require that the guarantors complete the construction of the improvements for which the financing was obtained. If the construction is to be done in phases, the guarantee generally is limited to completing only the phases as to which construction has already commenced and for which loan proceeds were used.

During the three months ended May 31, 2011, there were: (1) no payments under the Company’s maintenance guarantees and (2) other loan paydowns of $12.4 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the three months ended May 31, 2010, there were: (1) payments of $5.0 million under the Company’s maintenance guarantees and (2) other loan paydowns of $21.1 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the three months ended May 31, 2011 and 2010, there were no payments under completion guarantees.

During the six months ended May 31, 2011, there were: (1) payments of $1.7 million under the Company’s maintenance guarantees and (2) other loan paydowns of $13.0 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the six months ended May 31, 2010, there were: (1) payments of $5.0 million under the Company’s maintenance guarantees and (2) other loan paydowns of $27.0 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the six months ended May 31, 2011 and 2010, there were no payments under completion guarantees.

As of May 31, 2011, the fair values of the maintenance guarantees, repayment guarantees and completion guarantees were not material. The Company believes that as of May 31, 2011, in the event it becomes legally obligated to perform under a guarantee of the obligation of a Lennar Homebuilding unconsolidated entity due to a triggering event under a guarantee, most of the time the collateral should be sufficient to repay at least a significant portion of the obligation or the Company and its partners would contribute additional capital into the venture. In certain instances, the Company has placed performance letters of credit and surety bonds with municipalities for its joint ventures (see Note 11).

The total debt of the Lennar Homebuilding unconsolidated entities in which the Company has investments was as follows:

 

     May 31,     November 30,  
(In thousands)    2011     2010  

The Company’s net recourse exposure

   $ 105,183        113,972   

Reimbursement agreements from partners

     57,078        58,878   
                

The Company’s maximum recourse exposure

   $ 162,261        172,850   
                

Non-recourse bank debt and other debt (partner’s share of several recourse)

   $ 159,872        79,921   

Non-recourse land seller debt or other debt

     26,400        58,604   

Non-recourse debt with completion guarantees

     497,177        600,297   

Non-recourse debt without completion guarantees

     221,032        373,146   
                

Non-recourse debt to the Company

     904,481        1,111,968   
                

Total debt

   $ 1,066,742        1,284,818   
                

The Company’s maximum recourse exposure as a % of total JV debt

     15     13
                

 

13


(4) Equity and Comprehensive Income

The following table reflects the changes in equity attributable to both Lennar Corporation and the noncontrolling interests of its consolidated subsidiaries in which it has less than a 100% ownership interest for the six months ended May 31, 2011 and 2010:

 

           Stockholders’ Equity        
(In thousands)    Total
Equity
    Class A
Common  Stock
     Class B
Common Stock
     Additional Paid
in Capital
     Treasury
Stock
    Retained
Earnings
    Noncontrolling
Interests
 

Balance at November 30, 2010

   $ 3,194,383        16,701         3,297         2,310,339         (615,496     894,108        585,434   

Net earnings (including net earnings attributable to noncontrolling interests)

     63,573        —           —           —           —          41,191        22,382   

Employee stock and directors plans

     7,439        31         1         7,417         (10     —          —     

Amortization of restricted stock

     9,212        —           —           9,212         —          —          —     

Cash dividends

     (14,946     —           —           —           —          (14,946     —     

Receipts related to noncontrolling interests

     5,222        —           —           —           —          —          5,222   

Payments related to noncontrolling interests

     (6,164     —           —           —           —          —          (6,164

Lennar Homebuilding non-cash consolidations

     529        —           —           —           —          —          529   
                                                           

Balance at May 31, 2011

   $ 3,259,248        16,732         3,298         2,326,968         (615,506     920,353        607,403   
                                                           
           Stockholders’ Equity        
(In thousands)    Total
Equity
    Class A
Common Stock
     Class B
Common Stock
     Additional Paid
in Capital
     Treasury
Stock
    Retained
Earnings
    Noncontrolling
Interests
 

Balance at November 30, 2009

   $ 2,588,014        16,515         3,296         2,208,934         (613,690     828,424        144,535   

Net earnings (including net earnings attributable to noncontrolling interests)

     39,111        —           —           —           —          33,196        5,915   

Employee stock and directors plans

     3,878        16         1         5,654         (1,793     —          —     

Amortization of restricted stock

     8,127        —           —           8,127         —          —          —     

Cash dividends

     (14,787     —           —           —           —          (14,787     —     

Receipts related to noncontrolling interests

     10,130        —           —           —           —          —          10,130   

Payments related to noncontrolling interests

     (3,128     —           —           —           —          —          (3,128

Rialto Investments non-cash consolidations

     397,588        —           —           —           —          —          397,588   
                                                           

Balance at May 31, 2010

   $ 3,028,933        16,531         3,297         2,222,715         (615,483     846,833        555,040   
                                                           

Comprehensive income attributable to Lennar for both the three and six months ended May 31, 2011 and 2010 was the same as net earnings attributable to Lennar. Comprehensive income attributable to noncontrolling interests for both the three and six months ended May 31, 2011 and 2010 was the same as the net earnings attributable to noncontrolling interests.

The Company has a stock repurchase program which permits the purchase of up to 20 million shares of its outstanding common stock. There were no share repurchases during both the three and six months ended May 31, 2011 and 2010 under the stock repurchase program. As of May 31, 2011, 6.2 million shares of common stock can be repurchased in the future under the program.

During both the three months and six months ended May 31, 2011, treasury stock increased by an immaterial amount of common shares in connection with activity related to the Company’s equity compensation plans.

 

14


(5) Income Taxes

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold criterion. In the assessment for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with loss carryforwards not expiring unused and tax planning alternatives.

Based upon an evaluation of all available evidence, during the three and six months ended May 31, 2011, the Company recorded a reversal of its deferred tax asset valuation allowance of $2.3 million and $10.8 million, respectively, primarily due to net earnings generated during the period. At May 31, 2011 and November 30, 2010, the Company’s deferred tax asset valuation allowance was $598.7 million and $609.5 million, respectively. In future periods, the allowance could be reduced based on sufficient evidence indicating that it is more likely than not that a portion or all of the Company’s deferred tax assets will be realized.

At May 31, 2011 and November 30, 2010, the Company had $49.3 million and $46.0 million, respectively, of gross unrecognized tax benefits. If the Company were to recognize its gross unrecognized tax benefits, $29.8 million would affect the Company’s effective tax rate.

The Company expects the total amount of unrecognized tax benefits to decrease by $25.0 million within twelve months as a result of settlements with various taxing authorities and the expiration of certain statutes of limitations.

At May 31, 2011, the Company had $27.3 million accrued for interest and penalties, of which $1.0 million and $4.6 million, respectively, was recorded during the three and six months ended May 31, 2011. During the three and six months ended May 31, 2011, the accrual for interest and penalties was reduced by $0.3 million and $5.5 million, respectively, primarily as a result of the settlement of state tax nexus issues. At November 30, 2010, the Company had $28.2 million accrued for interest and penalties.

During the six months ended May 31, 2011, the Company’s gross unrecognized tax benefits increased by $12.6 million related to a settlement for certain losses carried back to prior years as well as retroactive changes in certain state tax laws. There was also a decrease to the Company’s gross unrecognized tax benefits of $9.3 million as a result of the settlement of certain state tax nexus issues. This resulted in a net increase of gross unrecognized tax benefits of $3.3 million and an increase in the Company’s effective tax rate from (11.81%) to (3.65%).

The IRS is currently examining the Company’s federal income tax returns for fiscal years 2005 through 2010, and certain state taxing authorities are examining various fiscal years. The final outcome of these examinations is not yet determinable. The statute of limitations for the Company’s major tax jurisdictions remains open for examination for fiscal year 2003 and subsequent years.

 

15


(6) Earnings Per Share

Basic earnings per share is computed by dividing net earnings attributable to common stockholders 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.

Under certain provisions of ASC Topic 260, Earnings per Share, all outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. The two class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings. The Company’s restricted common stock (“nonvested shares”) are considered participating securities.

Basic and diluted earnings per share were calculated as follows:

 

     Three Months Ended
May 31,
     Six Months Ended
May 31,
 
(In thousands, except per share amounts)    2011      2010      2011      2010  

Numerator:

           

Net earnings attributable to Lennar

   $ 13,785         39,719         41,191         33,196   

Less: distributed earnings allocated to nonvested shares

     93         75         194         162   

Less: undistributed earnings allocated to nonvested shares

     78         336         340         203   
                                   

Numerator for basic earnings per share

     13,614         39,308         40,657         32,831   
                                   

Plus: interest on 2.00% convertible senior notes due 2020

     871         252         1,743         252   

Plus: undistributed earnings allocated to convertible shares

     79         —           339         —     

Less: undistributed earnings reallocated to convertible shares

     85         —           342         —     
                                   

Numerator for diluted earnings per share

   $ 14,479         39,560         42,397         33,083   
                                   

Denominator:

           

Denominator for basic earnings per share – weighted average common shares outstanding

     184,621         183,012         184,388         182,836   

Effect of dilutive securities:

           

Shared based payments

     679         443         689         243   

2.00% convertible senior notes due 2020

     10,005         2,936         10,005         1,468   
                                   

Denominator for diluted earnings per share – weighted average common shares outstanding

     195,305         186,391         195,082         184,547   
                                   

Basic earnings per share

   $ 0.07         0.21         0.22         0.18   
                                   

Diluted earnings per share

   $ 0.07         0.21         0.22         0.18   
                                   

Options to purchase 0.8 million and 1.9 million shares, respectively, of common stock were outstanding and anti-dilutive for the three months ended May 31, 2011 and 2010. Options to purchase 1.2 million and 2.2 million shares, respectively, of common stock were outstanding and anti-dilutive for the six months ended May 31, 2011 and 2010.

 

16


(7) Lennar Financial Services Segment

The assets and liabilities related to the Lennar Financial Services segment were as follows:

 

     May 31,      November 30,  
(In thousands)    2011      2010  

Assets:

     

Cash and cash equivalents

   $ 116,650         110,476   

Restricted cash

     18,214         21,210   

Receivables, net (1)

     90,572         136,672   

Loans held-for-sale (2)

     170,589         245,404   

Loans held-for-investment, net

     22,149         21,768   

Investments held-to-maturity

     54,823         3,165   

Goodwill

     34,046         34,046   

Other (3)

     36,647         36,249   
                 
   $ 543,690         608,990   
                 

Liabilities:

     

Notes and other debts payable

   $ 189,502         271,678   

Other (4)

     212,852         176,541   
                 
   $ 402,354         448,219   
                 

 

(1) Receivables, net primarily relate to loans sold to investors for which the Company had not yet been paid as of May 31, 2011 and November 30, 2010, respectively.
(2) Loans held-for-sale relate to unsold loans carried at fair value.
(3) Other assets include mortgage loan commitments carried at fair value of $5.1 million and $1.4 million, respectively, as of May 31, 2011 and November 30, 2010. Other assets also include forward contracts carried at fair value of $2.9 million as of November 30, 2010.
(4) Other liabilities include forward contracts carried at fair value of $3.5 million as of May 31, 2011.

At May 31, 2011, the Lennar Financial Services segment had a warehouse repurchase facility with a maximum aggregate commitment of $150 million and an additional uncommitted amount of $50 million that matures in February 2012, and another warehouse repurchase facility with a maximum aggregate commitment of $175 million that matures on July 29, 2011. The Company expects to renew the warehouse repurchase facility that matures in July 2011. The maximum aggregate commitment under these facilities totaled $325 million as of May 31, 2011.

The Lennar Financial Services segment uses these facilities to finance its lending activities until the mortgage loans are sold to investors and expects the facilities to be renewed or replaced with other facilities when they mature. Borrowings under the facilities were $189.4 million and $271.6 million, respectively, at May 31, 2011 and November 30, 2010, and were collateralized by mortgage loans and receivables on loans sold to investors but not yet paid for with outstanding principal balances of $199.5 million and $286.0 million, respectively, at May 31, 2011 and November 30, 2010. If the facilities are not renewed, the borrowings under the lines of credit will be paid off by selling the mortgage loans held-for-sale to investors and by collecting on receivables on loans sold but not yet paid. Without the facilities, the Lennar Financial Services segment would have to use cash from operations and other funding sources to finance its lending activities.

Substantially all of the loans the Lennar Financial Services segment originates are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, the Company retains potential liability for possible claims by purchasers that it breached certain limited industry-standard representations and warranties in the loan sale agreement. There has been an increased industry-wide effort by purchasers to defray their losses in an unfavorable economic environment by purporting to have found inaccuracies related to sellers’ representations and warranties in particular loan sale agreements. The Company’s mortgage operations have established liabilities for anticipated losses associated with mortgage loans previously originated and sold to investors. The Company establishes liabilities for such anticipated losses based upon, among other things, an analysis of repurchase requests received, an estimate of potential repurchase claims not yet received, its actual past repurchases and losses through the disposition of affected loans. While the Company

 

17


believes that it has adequately reserved for known losses and projected repurchase requests, given the volatility in the mortgage industry and the uncertainty regarding the ultimate resolution of these claims, if either actual repurchases or the losses incurred resolving those repurchases exceed the Company’s expectations, additional recourse expense may be incurred. Loan origination liabilities are included in Lennar Financial Services’ liabilities in the condensed consolidated balance sheets. The activity in the Company’s loan origination liabilities was as follows:

 

     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
(In thousands)    2011      2010     2011     2010  

Loan origination liabilities, beginning of period

   $ 9,872         6,893        9,872        9,518   

Provision for losses during the period

     59         99        129        168   

Adjustments to pre-existing provisions for losses from changes in estimates

     20         (99     (50     (168

Payments/settlements

     —           —          —          (2,625
                                 

Loan origination liabilities, end of period

   $ 9,951         6,893        9,951        6,893   
                                 

For Lennar Financial Services loans held-for-investment, net, a loan is deemed impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Interest income is not accrued or recognized on impaired loans unless payment is received. Impaired loans are written-off if and when the loan is no longer secured by collateral. The total unpaid balance of the impaired loans as of May 31, 2011 and November 30, 2010 was $9.3 million and $10.2 million, respectively. At May 31, 2011, the recorded investment in both the impaired loans and impaired loans with a valuation allowance was $4.0 million, net of an allowance of $5.3 million. At November 30, 2010, the recorded investment in both the impaired loans and impaired loans with a valuation allowance was $4.3 million, net of an allowance of $5.9 million. The average recorded investment in impaired loans totaled approximately $4 million for both the three and six months ended May 31, 2011. The average recorded investment in impaired loans totaled approximately $8 million for both the three and six months ended May 31, 2010.

(8) Rialto Investments Segment

The assets and liabilities related to the Rialto segment were as follows:

 

     May 31,      November 30,  
(In thousands)    2011      2010  

Assets:

     

Cash and cash equivalents

   $ 69,649         76,412   

Defeasance cash to retire notes payable

     159,609         101,309   

Loans receivable

     938,786         1,219,314   

Real estate owned - held-for-sale, net

     514,249         250,286   

Real estate owned - held-and-used, net

     16,467         7,818   

Investments in unconsolidated entities

     115,636         84,526   

Investments held-to-maturity

     13,685         19,537   

Other

     15,209         18,412   
                 
   $ 1,843,290         1,777,614   
                 

Liabilities:

     

Notes payable

   $ 752,302         752,302   

Other

     16,074         18,412   
                 
   $ 768,376         770,714   
                 

 

18


Rialto’s operating earnings for the three and six months ended May 31, 2011 and 2010 was as follows:

 

     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
(In thousands)    2011     2010     2011      2010  

Revenues

   $ 42,595        34,617        76,218         34,918   

Costs and expenses

     32,273        19,514        60,622         20,917   

Rialto Investments equity in earnings (loss) from unconsolidated entities

     (2,973     (436     1,552         (293

Rialto Investments other income, net

     15,329        —          28,532         —     
                                 

Operating earnings (1)

   $ 22,678        14,667        45,680         13,708   
                                 

 

(1) Operating earnings for the three and six months ended May 31, 2011 include $12.9 million and $24.8 million, respectively, of net earnings attributable to noncontrolling interests. Operating earnings for both the three and six months ended May 31, 2010 include $9.6 million of net earnings attributable to noncontrolling interests.

Loans Receivable

In February 2010, the Rialto segment acquired indirectly 40% managing member equity interests in two limited liability companies (“LLCs”), in which the FDIC holds the remaining 60% interests. The LLCs hold performing and non-performing loans formerly owned by 22 failed financial institutions. When the Rialto segment acquired its interests in the LLCs, the two portfolios consisted of approximately 5,500 distressed residential and commercial real estate loans (“FDIC Portfolios”). The FDIC provided $626.9 million of financing with 0% interest, which is non-recourse to the Company and the LLCs. As of May 31, 2011, the notes payable balance was $626.9 million; however, $159.6 million of cash collections on loans in excess of expenses had been deposited in a defeasance account, established for the repayment of the notes payable, under the agreement with the FDIC. The funds in the defeasance account will be used to retire the notes payable upon their maturity.

The LLCs met the accounting definition of VIEs and since the Company was determined to be the primary beneficiary, the Company consolidated the LLCs. At May 31, 2011, these consolidated LLCs had total combined assets and liabilities of $1.4 billion and $0.6 billion, respectively.

In September 2010, the Rialto segment acquired approximately 400 distressed residential and commercial real estate loans (“Bank Portfolios”) and over 300 real estate owned (“REO”) properties from three financial institutions. The Company paid $310 million for the distressed real estate and real estate related assets of which $125 million was financed through a 5-year senior unsecured note provided by one of the selling institutions.

The following table displays the loans receivable by aggregate collateral type:

 

(In thousands)    May 31,
2011
     November 30,
2010
 

Land

   $ 453,646         565,861   

Single family homes

     224,565         318,783   

Commercial properties

     185,816         239,182   

Multi-family homes

     50,827         59,951   

Other

     23,932         35,537   
                 

Loans receivable

   $ 938,786         1,219,314   
                 

In accordance with loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, (“ASC 310-30”), the Rialto segment estimated the cash flows, at acquisition, it expected to collect on the FDIC Portfolios and Bank Portfolios. In accordance with GAAP, the difference between the contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. This difference is neither accreted into income nor recorded on the Company’s condensed consolidated balance sheets. The excess of cash flows expected to be collected over the cost of the loans acquired is referred to as the accretable yield and is recognized in interest income over the remaining life of the loans using the effective yield method.

 

19


The Rialto segment periodically evaluates its estimate of cash flows expected to be collected on its FDIC Portfolios and Bank Portfolios. These evaluations require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value of the loans to allocate purchase price. Subsequent changes in the estimated cash flows expected to be collected may result in changes in the accretable yield and nonaccretable difference or reclassifications from nonaccretable yield to accretable yield. Increases in the cash flows expected to be collected will generally result in an increase in interest income over the remaining life of the loan or pool of loans. Decreases in expected cash flows due to further credit deterioration will generally result in an impairment charge recognized as a provision for loan losses, resulting in an increase to the allowance for loan losses.

The following table displays the outstanding balance and carrying value of loans accounted for under ASC 310-30 as of May 31, 2011 and November 30, 2010:

 

(In thousands)    May 31,
2011
     November 30,
2010
 

Outstanding principal balance

   $ 1,681,198         2,558,709   

Carrying value

   $ 797,904         966,098   

The activity in the accretable yield for the FDIC Portfolios and Bank Portfolios for the six months ended May 31, 2011 was as follows:

 

(In thousands)    Accretable Yield  

Balance at November 30, 2010

   $ 396,311   

Additions

     16,173   

Deletions

     (37,869

Accretions

     (61,114
        

Balance at May 31, 2011

   $ 313,501   
        

Additions primarily represent releases from non-accretable yield to accretable yield on the Bank Portfolios. Disposal of loans, which includes foreclosure of underlying collateral, results in removal of the loans from the accretable yield portfolios.

At May 31, 2011 and November 30, 2010, there were loans receivable with a carrying value of approximately $141 million and $253 million, respectively, for which interest income was not being recognized as they were classified as nonaccrual. When forecasted principal and interest cannot be reasonably estimated at the loan acquisition date, management classifies the loan as nonaccrual and accounts for these assets in accordance with ASC 310-10, Receivables (“ASC 310-10”). When a loan is classified as nonaccrual, any subsequent cash receipt is accounted for using the cost recovery method. In accordance with ASC 310-10, a loan is considered impaired when based on current information and events it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Although these loans met the definition of ASC 310-10, these loans are not considered impaired relative to the Company’s recorded investment since they were acquired at a substantial discount to their unpaid principal balance and there currently is no allowance on any of these loans. A provision for loan losses is recognized when the recorded investment in the loan is in excess of its fair value. The fair value of the loan is determined by using either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loans obtainable market price or the fair value of the collateral less estimated costs to sell. At both May 31, 2011 and November 30, 2010, the Company did not have an allowance for loan losses against the nonaccrual loans as the fair value of the underlying collateral was at least equal to the nonaccrual loans’ carrying value.

 

20


The following table represents nonaccrual loans accounted for under ASC 310-10 aggregated by collateral type as of May 31, 2011:

 

            Recorded Investment         
(In thousands)    Unpaid
Principal Balance
     With
Allowance
     Without
Allowance
     Total Recorded
Investment
 

Land

   $ 168,727         —           63,307         63,307   

Single family homes

     66,451         —           34,092         34,092   

Commercial properties

     67,272         —           36,748         36,748   

Multi-family homes

     16,750         —           6,735         6,735   
                                   

Loans receivable

   $ 319,200         —           140,882         140,882   
                                   

The average recorded investment in impaired loans totaled approximately $197 million for the six months ended May 31, 2011.

The loans receivable portfolios consist of loans acquired at a discount. Based on the nature of these loans, the portfolios are managed by assessing the risks related to the likelihood of collection of payments from borrowers and guarantors, as well as monitoring the value of the underlying collateral. The following are the risk categories for the loans receivable portfolios:

Accrual—Loans in which forecasted cash flows under the loan agreement, as it might be modified from time to time, can be reasonably estimated at the date of acquisition. The risk associated with loans in this category relates to the possible default by the borrower with respect to principal and interest payments and thus a decline in the forecasted cash flows used to determine accretable yield income and the recognition of an impairment through an allowance for loan losses.

Nonaccrual—Loans in which forecasted principal and interest could not be reasonably estimated at the date of acquisition. Although the Company believes the recorded investment balance will ultimately be realized, the risk of nonaccrual loans relates to a decline in the value of the collateral securing the outstanding obligation and the recognition of an impairment through an allowance for loan losses if the recorded investment in the loan exceeds the fair value of the collateral less estimated cost to sell. As of May 31, 2011, the Company had no recorded allowance on these loans. During the six months ended May 31, 2011, the Company recorded $6.9 million of provisions for loan losses offset by charge-offs of $6.9 million upon foreclosure of the loans.

Risk categories as of May 31, 2011 were as follows:

 

(In thousands)    Accrual      Nonaccrual      Total  

Land

   $ 390,339         63,307         453,646   

Single family homes

     190,473         34,092         224,565   

Commercial properties

     149,068         36,748         185,816   

Multi-family homes

     44,092         6,735         50,827   

Other

     23,932         —           23,932   
                          

Loans receivable

   $ 797,904         140,882         938,786   
                          

In order to assess the risk associated with each risk category, the Rialto segment evaluates the forecasted cash flows and the value of the underlying collateral securing loans receivable on a quarterly basis or when an event occurs that suggests a decline in the assets’ fair value.

Real Estate Owned

The acquisition of properties acquired through, or in lieu of, loan foreclosure are reported within the condensed consolidated balance sheets as real estate owned (“REO”). When a property is determined to be held-and-used, the asset is recorded at fair value and depreciated over its useful life using the straight line method. When certain criteria set forth in ASC Topic 360, Property, Plant and Equipment, are met; the property is classified as held-for-sale. When a real estate asset is classified as held-for-sale, the property is carried at the lower of its cost basis or fair value less estimated costs to sell. The Rialto segment recorded no impairments during the three and six months ended May 31, 2011. The fair values of REO held-for-sale are based on appraisals of the underlying properties or management’s best estimate of fair value.

 

21


The following tables present the changes in REO held-for-sale, net, and REO held-and-used, net, for the three and six months ended May 31, 2011:

 

(In thousands)    Three Months Ended
May 31, 2011
    Six Months Ended
May 31, 2011
 

REO - held-for-sale, net, beginning of period

   $ 431,119        250,286   

Additions

     94,568        280,209   

Improvements

     5,516        8,234   

Sales

     (13,028     (20,554

Transfers to Lennar Homebuilding

     (3,926     (3,926
                

REO - held-for-sale, net, end of period

   $ 514,249        514,249   
                
(In thousands)    Three Months Ended
May 31, 2011
    Six Months Ended
May 31, 2011
 

REO - held-and-used, net, beginning of period

   $ 15,126        7,818   

Additions

     1,391        8,734   

Depreciation

     (50     (85
                

REO - held-and-used, net, end of period

   $ 16,467        16,467   
                

For the three and six months ended May 31, 2011, the Company recorded $17.9 million and $35.3 million, respectively, of gains primarily from acquisitions of real estate through foreclosure. The gains associated with REO are recorded in Rialto Investments other income, net.

Investments

In addition to the acquisition and management of the FDIC Portfolios and Bank Portfolios, an affiliate in the Rialto segment is a sub-advisor to the AllianceBernstein L.P. (“AB”) fund formed under the Federal government’s Public-Private Investment Program (“PPIP”) and receives management fees for sub-advisory services. The Company also made a commitment to invest $75 million in the AB PPIP fund, of which the remaining outstanding commitment as of May 31, 2011 was $11.2 million. As of May 31, 2011 and November 30, 2010, the carrying value of the Company’s investment in the AB PPIP fund was $77.2 million and $77.3 million, respectively.

In November 2010, the Rialto segment invested in approximately $43 million of non-investment grade commercial mortgage-backed securities (“CMBS”) for $19.4 million, representing a 55% discount to par value. The CMBS have a stated and assumed final distribution date of November 2020 and a stated maturity date of October 2057. The Rialto segment reviews changes in estimated cash flows periodically, to determine if other-than-temporary impairment has occurred on its investment securities. Based on the Rialto segment’s assessment, no impairment charges were recorded during the three and six months ended May 31, 2011. During the three months ended May 31, 2011, the Rialto segment sold a portion of its CMBS for $11.1 million, resulting in a gain on sale of CMBS of $4.7 million. The carrying value of the investment securities at May 31, 2011 and November 30, 2010, was $13.7 million and $19.5 million, respectively.

Another subsidiary in the Rialto segment also has approximately a 5% investment in a service and infrastructure provider to the residential home loan market (the “Servicer Provider”), which provides services to the consolidated LLCs, among others. As of May 31, 2011 and November 30, 2010, the carrying value of the Company’s investment in the Servicer Provider was $9.1 million and $7.3 million, respectively.

Additionally, in November 2010, the Rialto segment completed its first closing of a real estate investment fund (the “Fund”) with initial equity commitments of approximately $300 million (including $75 million committed by the Company). During the three and six months ended May 31, 2011, the Company contributed $19.1 million and $29.7 million, respectively, to the Fund out of total investor contributions of $75.0 million and $119.4 million, respectively. During the six months ended May 31, 2011, the Fund acquired distressed real estate asset portfolios and invested in CMBS at a discount to par value. As of May 31, 2011, the carrying value of the Company’s investment in the Fund was $29.3 million.

 

22


The Fund is an unconsolidated entity and is accounted for under the equity method of accounting. The Fund was determined to have the attributes of an investment company in accordance with ASC Topic 946, Financial Services – Investment Companies, the attributes of which are different from the attributes that would cause a company to be an investment company for purposes of the Investment Company Act of 1940. As a result, the Fund’s assets and liabilities will be recorded at fair value with increases/decreases in fair value recorded in the statement of operations of the Fund, our share of which will be recorded in the Rialto Investments equity in earnings (loss) from unconsolidated entities financial statement line item. The Company determined that the Fund is not a variable interest entity but rather a voting interest entity due to the following factors:

 

   

The Company determined that Rialto’s general partner interest and all the limited partners’ interests qualify as equity investment at risk.

 

   

Based on the capital structure of the Fund (100% capitalized via equity contributions), the Company was able to conclude that the equity investment at risk was sufficient to allow the Fund to finance its activities without additional subordinated financial support.

 

   

The general partner and the limited partners in the Fund, collectively, have full decision-making ability as they collectively have the power to direct the activities of the Fund, due to the fact that Rialto, in addition to being a general partner with a substantive equity investment in the fund, also provides services to the Fund under a management agreement and an investment agreement, which are not separable from Rialto’s general partnership interest.

 

   

As a result of all these factors, the Company has concluded that the power to direct the activities of the Fund reside in its general partnership interest and thus with the holders of the equity investment at risk.

 

   

In addition, there are no guaranteed returns provided to the equity investors and the equity contributions are fully subjected to the Fund’s operational results, thus the equity investors absorb the expected negative and positive variability relative to the Fund.

 

   

Finally, substantially all of the activities of the Fund are not conducted on behalf of any individual investor or related group that has disproportionately few voting rights (i.e., on behalf of any individual limited partner).

Having concluded that the Fund is a voting interest entity, the Company evaluated the Fund under the voting interest entity model to determine whether, as general partner, it has control over the Fund. The Company determined that it does not control the Fund as its general partner, because the unaffiliated limited partners have substantial kick-out rights and can remove Rialto as general partner at anytime for cause or without cause through a simple majority vote of the limited partners. In addition, there are no significant barriers to the exercise of these rights. As a result of determining that the Company does not control the Fund under the voting interest entity model, the Fund is not consolidated in the Company’s financial statements as of May 31, 2011.

 

23


Summarized condensed financial information on a combined 100% basis related to Rialto’s investments in unconsolidated entities that are accounted for by the equity method as of May 31, 2011 was as follows:

Balance Sheets

 

(In thousands)    May 31,
2011
     November 30,
2010
 

Assets:

     

Cash and cash equivalents

   $ 81,683         42,793   

Loans receivable

     90,396         —     

Investment securities

     4,509,150         4,341,226   

Other assets

     289,526         181,600   
                 
   $ 4,970,755         4,565,619   
                 

Liabilities and equity:

     

Accounts payable and other liabilities

   $ 275,687         110,921   

Notes payable

     21,414         —     

Partner loans

     137,820         137,820   

Debt due to the U.S. Treasury

     1,924,755         1,955,000   

Equity

     2,611,079         2,361,878   
                 
   $ 4,970,755         4,565,619   
                 

Statements of Operations

 

     Three Months Ended
May 31,
    Six Months Ended
May 31,
 
(In thousands)    2011     2010     2011      2010  

Revenues

   $ 116,044        87,995        232,932         119,327   

Costs and expenses

     35,045        65,225        86,516         74,024   

Other expense, net

     165,918        —          79,130         —     
                                 

Net earnings (loss) of unconsolidated entities

   $ (84,919     22,770        67,286         45,303   
                                 

Rialto Investments’ share of net earnings (loss) recognized

   $ (2,973     (436     1,552         (293
                                 

(9) Lennar Homebuilding Cash and Cash Equivalents

Cash and cash equivalents as of May 31, 2011 and November 30, 2010 included $19.5 million and $19.2 million, respectively, of cash held in escrow for approximately three days.

(10) Lennar Homebuilding Restricted Cash

Restricted cash consists of customer deposits on home sales held in restricted accounts until title transfers to the homebuyer, as required by the state and local governments where the homes were sold.

(11) Lennar Homebuilding Senior Notes and Other Debts Payable

 

(Dollars in thousands)    May 31,
2011
     November 30,
2010
 

5.95% senior notes due 2011

   $ 113,207         113,189   

5.95% senior notes due 2013

     266,583         266,319   

5.50% senior notes due 2014

     248,810         248,657   

5.60% senior notes due 2015

     501,109         501,216   

6.50% senior notes due 2016

     249,803         249,788   

12.25% senior notes due 2017

     393,356         393,031   

6.95% senior notes due 2018

     247,450         247,323   

2.00% convertible senior notes due 2020

     276,500         276,500   

2.75% convertible senior notes due 2020

     382,112         375,875   

Mortgages notes on land and other debt

     425,387         456,256   
                 
   $ 3,104,317         3,128,154   
                 

 

24


The Company has a $150 million Letter of Credit and Reimbursement Agreement (“LC Agreement”) with certain financial institutions. The LC Agreement may be increased to $200 million, although there are currently no commitments for the additional $50 million. The Company believes it was in compliance with its covenants related to the LC Agreement at May 31, 2011.

The Company’s performance letters of credit outstanding were $72.2 million and $78.9 million, respectively, at May 31, 2011 and November 30, 2010. The Company’s financial letters of credit outstanding were $203.8 million and $195.0 million, respectively, at May 31, 2011 and November 30, 2010. Performance letters of credit are generally posted with regulatory bodies to guarantee the Company’s performance of certain development and construction activities, and financial letters of credit are generally posted in lieu of cash deposits on option contracts, for insurance risks, credit enhancements and as other collateral. Additionally, at May 31, 2011, the Company had outstanding performance and surety bonds related to site improvements at various projects (including certain projects of the Company’s joint ventures) of $659.1 million. Although significant development and construction activities have been completed related to these site improvements, these bonds are generally not released until all development and construction activities are completed. As of May 31, 2011, there were approximately $334.3 million, or 51%, of costs to complete related to these site improvements. The Company does not presently anticipate any draws upon these bonds, but if any such draws occur, the Company does not believe they would have a material effect on its financial position, results of operations or cash flows.

In November 2010, the Company issued $446.0 million of 2.75% convertible senior notes due 2020 (the “2.75% Convertible Senior Notes”) at a price of 100% in a private placement. Proceeds from the offering, after payment of expenses, were $436.4 million. The net proceeds were or will be used for general corporate purposes, including repayments or repurchases of existing senior notes or other indebtedness. The 2.75% Convertible Senior Notes are convertible into cash, shares of Class A common stock or a combination of both, at the Company’s election. However, it is the Company’s intent to settle the face value of the 2.75% Convertible Senior Notes in cash. Holders may convert the 2.75% Convertible Senior Notes at the initial conversion rate of 45.1794 shares of common stock per $1,000 principal amount or 20,150,012 Class A common shares if all the 2.75% Convertible Senior Notes are converted, which is equivalent to an initial conversion price of approximately $22.13 per share of Class A common stock, subject to anti-dilution adjustments. The shares are not included in the calculation of diluted earnings per share primarily because it is the Company’s intent to settle the face value of the 2.75% Convertible Senior Notes in cash and the Company’s stock price does not exceed the conversion price.

Holders of the 2.75% Convertible Senior Notes will have the right to convert them, during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day. Holders of the 2.75% Convertible Senior Notes will have the right to require the Company to repurchase them for cash equal to 100% of their principal amount, plus accrued but unpaid interest, on December 15, 2015. The Company will have the right to redeem the 2.75% Convertible Senior Notes at any time on or after December 20, 2015 for 100% of their principal amount, plus accrued but unpaid interest. Interest on the 2.75% Convertible Senior Notes is due semi-annually beginning June 15, 2011. The 2.75% Convertible Senior Notes are unsecured and unsubordinated, but are currently guaranteed by substantially all of the Company’s significant wholly-owned homebuilding subsidiaries.

For its 2.75% Convertible Senior Notes, the Company will be required to pay contingent interest with regard to any interest period beginning with the interest period commencing December 20, 2015 and ending June 14, 2016, and for each subsequent six-month period commencing on an interest payment date to, but excluding, the next interest payment date, if the average trading price of the 2.75% Convertible Senior Notes during the five consecutive trading days ending on the second trading day immediately preceding the first day of the applicable interest period exceeds 120% of the principal amount of the 2.75% Convertible Senior Notes. The amount of contingent interest payable per $1,000 principal amount of notes during the applicable interest period will equal 0.75% per year of the average trading price of such $1,000 principal amount of 2.75% Convertible Senior Notes during the five trading day reference period.

Certain provisions under ASC Topic 470, Debt, require the issuer of certain convertible debt instruments that may be settled in cash on conversion to separately account for the liability and equity components of the

 

25


instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company has applied these provisions to its 2.75% Convertible Senior Notes. At May 31, 2011, the principal amount of the 2.75% Convertible Senior Notes was $446.0 million, the unamortized discount included in stockholders’ equity was $63.9 million and the net carrying amount of the 2.75% Convertible Senior Notes was $382.1 million. The carrying amount of the equity component of the 2.75% Convertible Senior Notes was $71.2 million at May 31, 2011.

In May 2010, the Company also issued $276.5 million of 2.00% convertible senior notes due 2020 (the “2.00% Convertible Senior Notes”) at a price of 100% in a private placement. Proceeds from the offering, after payment of expenses, were $271.2 million. The net proceeds were or will be used for general corporate purposes, including repayments or repurchases of existing senior notes or other indebtedness. The 2.00% Convertible Senior Notes are convertible into shares of Class A common stock at any time prior to maturity or redemption at the initial conversion rate of 36.1827 shares of common stock per $1,000 principal amount of the 2.00% Convertible Senior Notes or 10,004,517 Class A common shares if all the 2.00% Convertible Senior Notes are converted, which is equivalent to an initial conversion price of approximately $27.64 per share of Class A common stock, subject to anti-dilution adjustments. The shares are included in the calculation of diluted earnings per share. Holders of the 2.00% Convertible Senior Notes will have the right to require the Company to repurchase them for cash equal to 100% of their principal amount, plus accrued but unpaid interest, on each of December 1, 2013 and December 1, 2015. The Company will have the right to redeem the 2.00% Convertible Senior Notes at any time on or after December 1, 2013 for 100% of their principal amount, plus accrued but unpaid interest. Interest on the 2.00% Convertible Senior Notes is due semi-annually beginning December 1, 2010. The 2.00% Convertible Senior Notes are unsecured and unsubordinated, but are currently guaranteed by substantially all of the Company’s significant wholly-owned homebuilding subsidiaries. At both May 31, 2011 and November 30, 2010, the carrying amount of the 2.00% Convertible Senior Notes was $276.5 million.

For its 2.00% Convertible Senior Notes, the Company will be required to pay contingent interest with regard to any interest period commencing with the six-month interest period beginning December 1, 2013, if the average trading price of the 2.00% Convertible Senior Notes during the five consecutive trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the 2.00% Convertible Senior Notes. The amount of contingent interest payable per $1,000 principal amount of notes during the applicable six-month interest period will equal 0.50% per year of the average trading price of such $1,000 principal amount of 2.00% Convertible Senior Notes during the five trading-day reference period.

(12) Product Warranty

Warranty and similar reserves for homes are established at an amount estimated to be adequate to cover potential costs for materials and labor with regard to warranty-type claims expected 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 Company regularly monitors the warranty reserve and makes adjustments to its pre-existing warranties in order to reflect changes in trends and historical data as information becomes available. Warranty reserves are included in other liabilities in the accompanying condensed consolidated balance sheets. The activity in the Company’s warranty reserve was as follows:

 

     Three Months Ended     Six Months Ended  
     May 31,     May 31,  
(In thousands)    2011     2010     2011     2010  

Warranty reserve, beginning of period

   $ 103,976        141,825        109,179        157,896   

Warranties issued during the period

     6,599        6,731        11,338        11,870   

Adjustments to pre-existing warranties from changes in estimates

     2,689        163        (38     (739

Payments

     (22,087     (22,255     (29,302     (42,563
                                

Warranty reserve, end of period

   $ 91,177        126,464        91,177        126,464   
                                

As of May 31, 2011, the Company has identified approximately 970 homes delivered in Florida primarily during its 2006 and 2007 fiscal years that are confirmed to have defective Chinese drywall and resulting damage. This represents a small percentage of homes the Company delivered nationally (1.2%) during those fiscal years. Defective Chinese drywall is an industry-wide issue as other homebuilders have publicly disclosed that they have experienced similar issues with defective Chinese drywall.

 

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Based on its efforts to date, the Company has not identified defective Chinese drywall in homes delivered by the Company outside of Florida. The Company is continuing its investigation of homes delivered during the relevant time period in order to determine whether there are additional homes, not yet inspected, with defective Chinese drywall and resulting damage. If the outcome of the Company’s inspections identifies more homes than the Company has estimated to have defective Chinese drywall, it might require an increase in the Company’s warranty reserve in the future. The Company has replaced or is in the process of replacing defective Chinese drywall when it has been found in homes the Company has built.

Through May 31, 2011, the Company has accrued $82.2 million of warranty reserves related to homes confirmed as having defective Chinese drywall, as well as an estimate for homes not yet inspected that may contain Chinese drywall. No additional amount was accrued during the three and six months ended May 31, 2011. As of May 31, 2011, the warranty reserve for defective Chinese drywall, net of payments, was $14.0 million. The Company has received, and continues to seek, reimbursement from its subcontractors, insurers and others for costs the Company has incurred or expects to incur to investigate and repair defective Chinese drywall and resulting damage. During the three and six months ended May 31, 2011, the Company received payments of $1.1 million and $2.4 million, respectively, through third party recoveries relative to the costs it has incurred and expects to incur remedying the homes confirmed and estimated to have defective Chinese drywall and resulting damage.

(13) Share-Based Payment

During the three and six months ended May 31, 2011 and 2010, compensation expense related to the Company’s share-based payment awards was as follows:

 

     Three Months Ended
May 31,
     Six Months Ended
May 31,
 
(In thousands)    2011      2010      2011      2010  

Stock options

   $ 932         1,530         2,294         3,512   

Nonvested shares

     3,844         3,811         9,212         8,127   
                                   

Total compensation expense for share-based awards

   $ 4,776         5,341         11,506         11,639   
                                   

During both the three and six months ended May 31, 2011 and 2010, the Company granted an immaterial amount of stock options and nonvested shares.

 

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(14) Financial Instruments

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at May 31, 2011 and November 30, 2010, using available market information and what the Company believes to be appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies might have a material effect on the estimated fair value amounts. The table excludes cash and cash equivalents, restricted cash, defeasance cash to retire notes payable, receivables, net and accounts payable, which had fair values approximating their carrying amounts due to the short maturities of these instruments.

 

     May 31, 2011      November 30, 2010  
(In thousands)    Carrying
Amount
     Fair
Value
     Carrying
Amount
     Fair
Value
 

ASSETS

           

Rialto Investments:

           

Loans receivable

   $ 938,786         1,121,803         1,219,314         1,411,731   

Investments held-to-maturity

   $ 13,685         14,592         19,537         19,537   

Lennar Financial Services:

           

Loans held-for-investment, net

   $ 22,149         23,032         21,768         23,083   

Investments held-to-maturity

   $ 54,823         54,684         3,165         3,177   

LIABILITIES

           

Lennar Homebuilding:

           

Senior notes and other debts payable

   $ 3,104,317         3,267,707         3,128,154         3,153,106   

Rialto Investments:

           

Notes payable

   $ 752,302         717,452         752,302         719,703   

Lennar Financial Services:

           

Notes and other debts payable

   $ 189,502         189,502         271,678         271,678   

The following methods and assumptions are used by the Company in estimating fair values:

Lennar Homebuilding—For senior notes and other debts payable, the fair value of fixed-rate borrowings is based on quoted market prices. The Company’s variable-rate borrowings are tied to market indices and approximate fair value due to the short maturities associated with the majority of the instruments.

Rialto Investments—The fair values for loans receivable is based on discounted cash flows estimated as of May 31, 2011 and November 30, 2010, or the fair value of the collateral less estimated cost to sell. The fair value for investments held-to-maturity is based on discounted cash flows estimated as of May 31, 2011. The fair value for investments held-to-maturity as of November 30, 2010 approximated the carrying value as the investments were acquired just prior to November 30, 2010. For notes payable, the fair value of the zero percent notes guaranteed by the FDIC was calculated based on a 5-year treasury yield as of May 31, 2011 and November 30, 2010, respectively, and the fair value of other notes payable was calculated based on discounted cash flows using the Company’s weighted average borrowing rate.

Lennar Financial Services—The fair values above are based on quoted market prices, if available. The fair values for instruments that do not have quoted market prices are estimated by the Company on the basis of estimated discounted cash flows or other financial information.

 

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Fair Value Measurements

GAAP provides a framework for measuring fair value, expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value summarized as follows:

Level 1: Fair value determined based on quoted prices in active markets for identical assets.

Level 2: Fair value determined using significant other observable inputs.

Level 3: Fair value determined using significant unobservable inputs.

The Company’s financial instruments measured at fair value on a recurring basis are all within the Lennar Financial Services segment and are summarized below:

 

Financial Instruments

   Fair Value
Hierarchy
     Fair Value at
May 31, 2011
    Fair Value at
November 30, 2010
 
(In thousands)                    

Loans held-for-sale (1)

     Level 2       $ 170,589        245,404   

Mortgage loan commitments

     Level 2       $ 5,113        1,449   

Forward contracts

     Level 2       $ (3,466     2,905   

 

(1) The aggregate fair value of loans held-for-sale of $170.6 million at May 31, 2011 exceeds their aggregate principal balance of $163.3 million by $7.3 million. The aggregate fair value of loans held-for-sale of $245.4 million at November 30, 2010 exceeds their aggregate principal balance of $240.8 million by $4.6 million.

The estimated fair values of the Company’s financial instruments have been determined by using available market information and what the Company believes to be appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies might have a material effect on the estimated fair value amounts. The following methods and assumptions are used by the Company in estimating fair values:

Loans held-for-sale—Fair value is based on independent quoted market prices, where available, or the prices for other mortgage whole loans with similar characteristics. Management believes carrying loans held-for-sale at fair value improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivatives instruments used to economically hedge them without having to apply complex hedge accounting provisions. In addition, the Company recognizes the fair value of its rights to service a mortgage loan as revenue upon entering into an interest rate lock loan commitment with a borrower, in accordance with ASC Topic 815-10-S99. The fair value of these servicing rights is included in Lennar Financial Services’ loans held-for-sale as of May 31, 2011 and November 30, 2010. Fair value of the servicing rights is determined based on value in the servicing sales contracts.

Mortgage loan commitments—Fair value of commitments to originate loans is based upon the difference between the current value of similar loans and the price at which the Lennar Financial Services segment has committed to originate the loans. The fair value of commitments to sell loan contracts is the estimated amount that the Lennar Financial Services segment would receive or pay to terminate the commitments at the reporting date based on market prices for similar financial instruments.

Forward contracts—Fair value is based on quoted market prices for similar financial instruments.

 

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The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded valuation adjustments and write-offs during the current period and Rialto Investments real estate owned assets. The fair value included in the table below represent only those assets whose carrying value were adjusted to fair value during the current quarter. The assets measured at fair value on a nonrecurring basis are summarized below:

 

Non-financial assets

   Fair Value
Hierarchy
     Fair Value      Total Gains
(Losses) (1)
 
(In thousands)                     

Lennar Homebuilding:

        

Finished homes and construction in progress (2)

     Level 3       $ 2,718         (3,328

Investments in unconsolidated entities (3)

     Level 3       $ 29,682         (150

Rialto Investments:

        

Real estate owned (4)

     Level 3       $ 95,959         17,931   

 

(1) Represents total losses due to valuation adjustments and total gains from acquisitions of real estate through foreclosure recorded during the three months ended May 31, 2011.
(2) Finished homes and construction in progress with an aggregate carrying value of $6.0 million were written down to their fair value of $2.7 million, resulting in valuation adjustments of $3.3 million, which were included in Lennar Homebuilding costs and expenses in the Company’s statement of operations for the three months ended May 31, 2011.
(3) Lennar Homebuilding investments in unconsolidated entities with an aggregate carrying value of $29.8 million were written down to their fair value of $29.7 million. The valuation adjustments were included in Lennar Homebuilding other income, net in the Company’s statement of operations for the three months ended May 31, 2011.
(4) Real estate owned assets are initially recorded at fair value less estimated costs to sell at the time of acquisition through, or in lieu of, loan foreclosure. Upon acquisition, the real estate owned assets had a carrying value of $78.0 million and a fair value of $96.0 million. The fair value of the real estate owned assets is based upon the appraised value at the time of foreclosure or management’s best estimate. The gains upon acquisition of REO were $17.9 million and are included within Rialto Investments other income, net in the Company’s statement of operations for the three months ended May 31, 2011.

Finished homes and construction in progress are included within inventories. Inventories 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. Inventory costs include land, land development and home construction costs, real estate taxes, deposits on land purchase contracts and interest related to development and construction. Construction overhead and selling expenses are expensed as incurred. Homes held-for-sale are classified as inventories until delivered. Land, land development, amenities and other costs are accumulated by specific area and allocated to homes within the respective areas. The Company reviews its inventory for indicators of impairment by evaluating each community during each reporting period. The inventory within each community is categorized as finished homes and construction in progress or land under development based on the development state of the community. There were 449 and 426 active communities as of May 31, 2011 and May 31, 2010, respectively. If the undiscounted cash flows expected to be generated by a community are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such community to its estimated fair value.

The Company estimates the fair value of its communities using a discounted cash flow model. The projected cash flows for each community are significantly impacted by estimates related to market supply and demand, product type by community, homesite sizes, sales pace, sales prices, sales incentives, construction costs, sales and marketing expenses, the local economy, competitive conditions, labor costs, costs of materials and other factors for that particular community. Every division evaluates the historical performance of each of its communities as well as current trends in the market and economy impacting the community and its surrounding areas. These trends are analyzed for each of the estimates listed above. Using all available trend information, the Company calculates its best estimate of projected cash flows for each community. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change from market to market and community to community as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the assets and related estimated cash flow streams. The discount rate used in determining each asset’s fair value depends on the community’s projected life and development stage. The Company generally uses a discount rate of approximately 20%, subject to the perceived risks associated with the community’s cash flow streams relative to its inventory.

 

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The Company evaluates its investments in unconsolidated entities for indicators of impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in value of the Company’s investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the excess of the investment’s carrying amount over its estimated fair value if determined to be other-than-temporary.

The evaluation of the Company’s investment in unconsolidated entities includes certain critical assumptions made by management: (1) projected future distributions from the unconsolidated entities, (2) discount rates applied to the future distributions and (3) various other factors.

The Company’s assumptions on the projected future distributions from the unconsolidated entities are dependent on market conditions. Specifically, distributions are dependent on cash to be generated from the sale of inventory by the unconsolidated entities. Such inventory is also reviewed for potential impairment by the unconsolidated entities. The unconsolidated entities generally use a discount rate of approximately 20% in their reviews for impairment, subject to the perceived risks associated with the community’s cash flow streams relative to its inventory. If a valuation adjustment is recorded by an unconsolidated entity related to its assets, the Company’s proportionate share is reflected in the Company’s homebuilding equity in earnings (loss) from unconsolidated entities with a corresponding decrease to its investment in unconsolidated entities. In certain instances, the Company may be required to record additional losses relating to its investment in unconsolidated entities, if the Company’s investment in the unconsolidated entity, or a portion thereof, is deemed to be other-than temporarily impaired. These losses are included in Lennar Homebuilding other income, net.

Additionally, the Company considers various qualitative factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include age of the venture, intent and ability for the Company to recover its investment in the entity, financial condition and long-term prospects of the entity, short-term liquidity needs of the unconsolidated entity, trends in the general economic environment of the land, entitlement status of the land held by the unconsolidated entity, overall projected returns on investment, defaults under contracts with third parties (including bank debt), recoverability of the investment through future cash flows and relationships with the other partners and banks. If the Company believes that the decline in the fair value of the investment is temporary, then no impairment is recorded.

REO represents real estate which the Rialto segment has taken control or has effective control of in partial or full satisfaction of loans receivable. At the time of acquisition through foreclosure of a loan, REO is recorded at fair value less estimated costs to sell if classified as held-for-sale and at fair value if classified as held-and-used, which becomes the property’s new basis. The fair values of these assets are determined in part by placing reliance on third party appraisals of the properties and/or internally prepared analysis of recent offers or prices on comparable properties in the proximate vicinity. The third party appraisals and internally developed analysis are significantly impacted by the local market economy, market supply and demand, competitive conditions and prices on comparable properties, adjusted for date of sale, location, property size, etc. Each REO is unique and is analyzed in the context of the particular market where the property is located. In order to establish the significant assumptions for a particular REO, the Company analyzes historical trends, including trends achieved by the Company’s local homebuilding operations, if applicable, and current trends in the market and economy impacting the REO. Using available trend information, the Company then calculates its best estimate of fair value, which can include projected cash flows discounted at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the assets and related estimated cash flow streams.

Changes in economic factors, consumer demand and market conditions, among other things, could materially impact estimates used in the third party appraisals and/or internally prepared analysis of recent offers or prices on comparable properties. Thus, estimates can differ significantly from the amounts ultimately realized by the Rialto segment from disposition of these assets. The amount by which the recorded investment in the loan is less than the REO’s fair value (net of estimated cost to sell if held-for-sale), is recorded as a gain on foreclosure within Rialto Investments’ other income, net, in the Company’s condensed consolidated statement of operations. The amount by which the recorded investment in the loan is greater than the REO’s fair value (net of estimated cost to sell if held-for-sale), is initially recorded as a loan impairment within Rialto Investments’ costs and expenses in the Company’s condensed consolidated statement of operations and upon foreclosure the amount of the impairment is charged off against the related reserve.

 

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(15) Consolidation of Variable Interest Entities

GAAP requires the consolidation of VIEs in which an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s variable interest in VIEs may be in the form of (1) equity ownership, (2) contracts to purchase assets, (3) management and development agreements between the Company and a VIE, (4) loans provided by the Company to a VIE or other partner and/or (5) guarantees provided by members to banks and other third parties. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, level of economic disproportionality between the Company and the other partner(s) and contracts to purchase assets from VIEs.

Generally, all major decision making in the Company’s joint ventures is shared between all partners. In particular, business plans and budgets are generally required to be unanimously approved by all partners. Usually, management and other fees earned by the Company are nominal and believed to be at market and there is no significant economic disproportionality between the Company and other partners. Generally, the Company purchases less than a majority of the joint venture’s assets and the purchase prices under the Company’s option contracts are believed to be at market.

Generally, Lennar Homebuilding unconsolidated entities become VIEs and consolidate when the other partner(s) lack the intent and financial wherewithal to remain in the entity. As a result, the Company continues to fund operations and debt paydowns through partner loans or substituted capital contributions.

The Company evaluated all joint venture agreements as of May 31, 2011. Based on the Company’s evaluation, during the six months ended May 31, 2011, it consolidated entities within its Lennar Homebuilding segment that at May 31, 2011 had total combined assets and liabilities of $54.3 million and $22.7 million, respectively. In addition, during the six months ended May 31, 2011, there were no VIEs that were deconsolidated.

At May 31, 2011 and November 30, 2010, the Company’s recorded investments in Lennar Homebuilding unconsolidated entities were $653.0 million and $626.2 million, respectively, and the Rialto segment’s investments in unconsolidated entities as of May 31, 2011 and November 30, 2010 were $115.6 million and $84.5 million, respectively.

Consolidated VIEs

As of May 31, 2011, the carrying amounts of the VIEs’ assets and non-recourse liabilities that consolidated were $2,339.6 million and $930.0 million, respectively. Those assets are owned by, and those liabilities are obligations of, the VIEs, not the Company.

A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of Company’s senior notes and other debts payable. In addition, the assets held by a VIE usually are collateral for that VIE’s debt. The Company and other partners do not generally have an obligation to make capital contributions to a VIE unless the Company and/or the other partner(s) have entered into debt guarantees with a VIE’s banks. Other than debt guarantee agreements with a VIE’s banks, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to a VIE. While the Company has option contracts to purchase land from certain of its VIEs, the Company is not required to purchase the assets and could walk away from the contract.

 

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Unconsolidated VIEs

At May 31, 2011 and November 30, 2010, the Company’s recorded investment in VIEs that are unconsolidated and its estimated maximum exposure to loss were as follows:

 

As of May 31, 2011      
(In thousands)    Investments in
Unconsolidated
VIEs
     Lennar’s
Maximum
Exposure to Loss
 

Lennar Homebuilding (1)

   $ 63,922         94,069   

Rialto Investments (2)

     100,048         111,233   
                 
   $ 163,970         205,302   
                 
As of November 30, 2010      
(In thousands)    Investments in
Unconsolidated
VIEs
     Lennar’s
Maximum
Exposure to Loss
 

Lennar Homebuilding (1)

   $ 144,809         174,967   

Rialto Investments (2)

     104,063         117,631   
                 
   $ 248,872         292,598   
                 

 

(1) At both May 31, 2011 and November 30, 2010, the maximum exposure to loss of Lennar Homebuilding’s investments in unconsolidated VIEs is limited to its investment in the unconsolidated VIEs in addition to $30.0 million of recourse debt of one of the unconsolidated VIEs, which is included in the Company’s maximum recourse related to Lennar Homebuilding unconsolidated entities.
(2) For Rialto’s investment in unconsolidated VIEs, the Company made a $75 million commitment to fund capital in the AB PPIP fund. As of both May 31, 2011 and November 30, 2010, the Company had contributed $63.8 million of the $75 million commitment and it cannot walk away from its remaining commitment to fund capital. Therefore, as of May 31, 2011 and November 30, 2010, the maximum exposure to loss for Rialto’s unconsolidated VIEs was higher than the carrying amount of its investments. In addition, at May 31, 2011 and November 30, 2010, investments in unconsolidated VIEs and Lennar’s maximum exposure to loss include $13.7 million and $19.5 million, respectively, related to Rialto’s investments held-to-maturity.

While these entities are VIEs, the Company has determined that the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance is generally shared. While the Company generally manages the day-to-day operations of the VIEs, each of the VIEs has an executive committee made up of representatives from each partner. The members of the executive committee have equal votes and major decisions require unanimous consent and approval from all members. The Company does not have the unilateral ability to exercise participating voting rights without partner consent. Furthermore, the Company’s economic interest is not significantly disproportionate to the point where it would indicate that the Company has the power to direct these activities.

The Company and other partners do not generally have an obligation to make capital contributions to the VIEs, except for the Company’s $11.2 million remaining commitment to the AB PPIP fund and $30.0 million of recourse debt of one of the Lennar Homebuilding unconsolidated VIEs. The Company and the other partners did not guarantee any debt of these unconsolidated VIEs. There are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the VIEs. While the Company has option contracts to purchase land from certain of its unconsolidated VIEs, the Company is not required to purchase the assets and could walk away from the contract.

 

33


Option Contracts

The Company has access to land through option contracts, which generally enables it to control portions of properties owned by third parties (including land funds) and unconsolidated entities until the Company has determined whether to exercise the option.

A majority of the Company’s option contracts require a non-refundable cash deposit or irrevocable letter of credit based on a percentage of the purchase price of the land. The Company’s option contracts sometimes include price adjustment provisions, which adjust the purchase price of the land to its approximate fair value at the time of acquisition or are based on the fair value at the time of takedown.

The Company’s investments in option contracts are recorded at cost unless those investments are determined to be impaired, in which case the Company’s investments are written down to fair value. The Company reviews option contracts for indicators of impairment during each reporting period. The most significant indicator of impairment is a decline in the fair value of the optioned property such that the purchase and development of the optioned property would no longer meet the Company’s targeted return on investment with appropriate consideration given to the length of time available to exercise the option. Such declines could be caused by a variety of factors including increased competition, decreases in demand or changes in local regulations that adversely impact the cost of development. Changes in any of these factors would cause the Company to re-evaluate the likelihood of exercising its land options.

Some option contracts contain a predetermined take-down schedule for the optioned land parcels. However, in almost all instances, the Company is not required to purchase land in accordance with those take-down schedules. In substantially all instances, the Company has the right and ability to not exercise its option and forfeit its deposit without further penalty, other than termination of the option and loss of any unapplied portion of its deposit and pre-acquisition costs. Therefore, in substantially all instances, the Company does not consider the take-down price to be a firm contractual obligation.

When the Company does not intend to exercise an option, it writes off any unapplied deposit and pre-acquisition costs associated with the option contract.

The Company evaluates all option contracts for land to determine whether they are VIEs and, if so, whether the Company is the primary beneficiary of certain of these option contracts. Although the Company does not have legal title to the optioned land, if the Company is deemed to be the primary beneficiary, it is required to consolidate the land under option at the purchase price of the optioned land. During the six months ended May 31, 2011, the effect of consolidation of these option contracts was a net increase of $8.6 million to consolidated inventory not owned with a corresponding increase to liabilities related to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of May 31, 2011. To reflect the purchase price of the inventory consolidated, the Company reclassified the related option deposits from land under development to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of May 31, 2011. The liabilities related to consolidated inventory not owned primarily represent the difference between the option exercise prices for the optioned land and the Company’s cash deposits. The increase to consolidated inventory not owned was offset by the Company exercising its options to acquire land under previously consolidated contracts resulting in a net decrease in consolidated inventory not owned of $29.2 million for the six months ended May 31, 2011.

The Company’s exposure to loss related to its option contracts with third parties and unconsolidated entities consisted of its non-refundable option deposits and pre-acquisition costs totaling $157.0 million and $157.4 million, respectively, at May 31, 2011 and November 30, 2010. Additionally, the Company had posted $45.0 million and $48.9 million, respectively, of letters of credit in lieu of cash deposits under certain option contracts as of May 31, 2011 and November 30, 2010.

 

34


(16) New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements, (“ASU 2010-06”), which requires additional disclosures about transfers between Levels 1 and 2 of the fair value hierarchy and disclosures about purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair value measurements. The Company adopted ASU 2010-06 for its second quarter ended May 31, 2010, except for the Level 3 activity disclosures which will be effective for the Company’s fiscal year beginning December 1, 2011. ASU 2010-06 has not and is not expected to have a material effect on the Company’s condensed consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, Disclosures About the Credit Quality of Financing Receivables and the Allowance for Credit Losses, (“ASU 2010-20”). ASU 2010-20 enhances current disclosure requirements to assist users of financial statements in assessing an entity’s credit risk exposure and evaluating the adequacy of an entity’s allowance for credit losses. ASU 2010-20 requires entities to disclose the nature of credit risk inherent in their finance receivables, the procedure for analyzing and assessing credit risk, and the changes in both the receivables and the allowance for credit losses by portfolio segment and class. ASU 2010-20 was effective for the Company’s fiscal year beginning December 1, 2010. The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2011, the FASB issued ASU 2011-02, A Creditor’s Determination of Whether Restructuring Is a Troubled Debt Restructuring, (“ASU 2011-02”). ASU 2011-02 clarifies when a loan modification or restructuring is considered a troubled debt restructuring (“TDR”). In determining whether a loan modification represents a TDR, an entity should consider whether the debtor is experiencing financial difficulty and the lender has granted a concession to the borrower. This guidance is to be applied retrospectively, with early application permitted. ASU 2011-02 is effective for loan modifications that occur on or after September 1, 2011. The Company is evaluating the effect the ASU will have on the Company’s condensed consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (“ASU 2011-04”). ASU 2011-04 amends ASC 820, Fair Value Measurements, (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the ASC 820 disclosure requirements, particularly for Level 3 fair value measurements. ASU 2011-04 will be effective for the Company’s fiscal year beginning December 1, 2011. The adoption of ASU 2011-04 is not expected to have a material effect on the Company’s condensed consolidated financial statements, but may require certain additional disclosures.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 will be effective for the Company’s quarter ending May 31, 2012. The adoption of ASU 2011-05 is not expected to have a material effect on the Company’s condensed consolidated financial statements, but may require a change in the presentation of the Company’s comprehensive income from the notes of the condensed consolidated financial statements, where it is currently disclosed, to the face of the condensed consolidated financial statements.

 

35


(17) Supplemental Financial Information

The indentures governing the principal amounts of the Company’s 5.95% senior notes due 2011, 5.95% senior notes due 2013, 5.50% senior notes due 2014, 5.60% senior notes due 2015, 6.50% senior notes due 2016, 12.25% senior notes due 2017, 6.95% senior notes due 2018, 2.00% convertible senior notes due 2020 and 2.75% convertible senior notes due 2020 require that, if any of the Company’s subsidiaries directly or indirectly guarantee at least $75 million principal amount of debt of Lennar Corporation, those subsidiaries must also guarantee Lennar Corporation’s obligations with regard to its senior notes. Until February 2010, the Company had a Credit Facility that required substantially all of the Company’s homebuilding subsidiaries to guarantee Lennar Corporation’s obligations under the Credit Facility, and therefore, those subsidiaries also guaranteed the Company’s obligations with regard to its senior notes. The Company terminated the Credit Facility in February 2010, and because of that, there was a period when there were no guarantors of Lennar’s obligations with regard to its senior notes. However, subsequently, the Company entered into the LC Agreement that is guaranteed by all the Company’s significant homebuilding subsidiaries, but is not guaranteed by the Company’s finance company subsidiaries or by the Rialto segment subsidiaries. The entities referred to as “guarantors” in the following tables are subsidiaries that were guaranteeing the LC Agreement at May 31, 2011. Supplemental information for the guarantors is as follows:

Condensed Consolidating Balance Sheet

May 31, 2011

 

(In thousands)

   Lennar
Corporation
    Guarantor
Subsidiaries
     Non-Guarantor
Subsidiaries
     Eliminations     Total  

ASSETS

            

Lennar Homebuilding:

            

Cash and cash equivalents, restricted cash and receivables, net

   $ 817,655        166,659         36,356         —          1,020,670   

Inventories

     —          3,672,541         629,024         —          4,301,565   

Investments in unconsolidated entities

     —          612,056         40,917         —          652,973   

Other assets

     38,007        138,439         160,595         —          337,041   

Investments in subsidiaries

     3,354,153        596,728         —           (3,950,881     —     
                                          
     4,209,815        5,186,423         866,892         (3,950,881     6,312,249   

Rialto Investments

     —          —           1,843,290         —          1,843,290   

Lennar Financial Services

     —          198,438         345,252         —          543,690   
                                          

Total assets

   $ 4,209,815        5,384,861         3,055,434         (3,950,881     8,699,229   
                                          

LIABILITIES AND EQUITY

            

Lennar Homebuilding:

            

Accounts payable and other liabilities

   $ 303,410        439,933         63,197         —          806,540   

Liabilities related to consolidated inventory not owned

     —          358,394         —           —          358,394   

Senior notes and other debts payable

     2,678,930        181,739         243,648         —          3,104,317   

Intercompany

     (1,424,370     954,877         469,493         —          —     
                                          
     1,557,970        1,934,943         776,338         —          4,269,251   

Rialto Investments

     —          —           768,376         —          768,376   

Lennar Financial Services

     —          95,765         306,589         —          402,354   
                                          

Total liabilities

   $ 1,557,970        2,030,708         1,851,303         —          5,439,981   

Stockholders’ equity

     2,651,845        3,354,153         596,728         (3,950,881     2,651,845   

Noncontrolling interests

     —          —           607,403         —          607,403   
                                          

Total equity

     2,651,845        3,354,153         1,204,131         (3,950,881     3,259,248   
                                          

Total liabilities and equity

   $ 4,209,815        5,384,861         3,055,434         (3,950,881     8,699,229   
                                          

 

36


(17) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Balance Sheet

November 30, 2010

 

(In thousands)

   Lennar
Corporation
    Guarantor
Subsidiaries
     Non-Guarantor
Subsidiaries
    Eliminations     Total  

ASSETS

           

Lennar Homebuilding:

           

Cash and cash equivalents, restricted cash and receivables, net

   $ 1,079,107        177,674         40,863        —          1,297,644   

Inventories

     —          3,547,152         622,456        —          4,169,608   

Investments in unconsolidated entities

     —          587,385         38,800        —          626,185   

Other assets

     48,776        99,486         159,548        —          307,810   

Investments in subsidiaries

     3,333,769        811,317         —          (4,145,086     —     
                                         
     4,461,652        5,223,014         861,667        (4,145,086     6,401,247   

Rialto Investments

     91,270        335,148         1,351,196        —          1,777,614   

Lennar Financial Services

     —          149,413         459,577        —          608,990   
                                         

Total assets

   $ 4,552,922        5,707,575         2,672,440        (4,145,086     8,787,851   
                                         

LIABILITIES AND EQUITY

           

Lennar Homebuilding:

           

Accounts payable and other liabilities

   $ 298,985        479,617         83,546        —          862,148   

Liabilities related to consolidated inventory not owned

     —          384,233         —          —          384,233   

Senior notes and other debts payable

     2,671,898        201,248         255,008        —          3,128,154   

Intercompany

     (1,037,694     1,128,731         (91,037     —          —     
                                         
     1,933,189        2,193,829         247,517        —          4,374,535   

Rialto Investments

     10,784        128,136         631,794        —          770,714   

Lennar Financial Services

     —          51,841         396,378        —          448,219   
                                         

Total liabilities

     1,943,973        2,373,806         1,275,689        —          5,593,468   

Stockholders’ equity

     2,608,949        3,333,769         811,317        (4,145,086     2,608,949   

Noncontrolling interests

     —          —           585,434        —          585,434   
                                         

Total equity

     2,608,949        3,333,769         1,396,751        (4,145,086     3,194,383   
                                         

Total liabilities and equity

   $ 4,552,922        5,707,575         2,672,440        (4,145,086     8,787,851   
                                         

 

37


(17) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Three Months Ended May 31, 2011

 

(In thousands)

   Lennar
Corporation
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Total  

Revenues:

          

Lennar Homebuilding

   $ —          648,315        14,161        —          662,476   

Lennar Financial Services

     —          32,701        31,191        (4,470     59,422   

Rialto Investments

     —          —          42,595        —          42,595   
                                        

Total revenues

     —          681,016        87,947        (4,470     764,493   
                                        

Cost and expenses:

          

Lennar Homebuilding

     —          614,224        17,884        (1,397     630,711   

Lennar Financial Services

     —          35,009        24,420        (2,502     56,927   

Rialto Investments

     —          —          32,273        —          32,273   

Corporate general and administrative

     19,184        —          —          1,414        20,598   
                                        

Total costs and expenses

     19,184        649,233        74,577        (2,485     740,509   
                                        

Lennar Homebuilding equity in earnings (loss) from unconsolidated entities

     —          2,629        (212     —          2,417   

Lennar Homebuilding other income (expense), net

     (522     9,501        —          532        9,511   

Other interest expense

     (1,453     (22,468     —          1,453        (22,468

Rialto Investments equity in loss from unconsolidated entities

     —          —          (2,973     —          (2,973

Rialto Investments other income, net

     —          —          15,329        —          15,329   
                                        

Earnings (loss) before income taxes

     (21,159     21,445        25,514        —          25,800   

Benefit (provision) for income taxes

     10,598        (6,759     (4,792     —          (953

Equity in earnings from subsidiaries

     24,346        9,660        —          (34,006     —     
                                        

Net earnings (including net earnings attributable to noncontrolling interests)

     13,785        24,346        20,722        (34,006     24,847   

Less: Net earnings attributable to noncontrolling interests

     —          —          11,062        —          11,062   
                                        

Net earnings attributable to Lennar

   $ 13,785        24,346        9,660        (34,006     13,785   
                                        

 

38


(17) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Three Months Ended May 31, 2010

 

(In thousands)    Lennar
Corporation
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Total  

Revenues:

          

Lennar Homebuilding

   $ —          690,449        14,879        —          705,328   

Lennar Financial Services

     —          43,027        46,458        (14,949     74,536   

Rialto Investments

     1,823        —          32,794        —          34,617   
                                        

Total revenues

     1,823        733,476        94,131        (14,949     814,481   
                                        

Cost and expenses:

          

Lennar Homebuilding

     —          633,727        23,915        (953     656,689   

Lennar Financial Services

     —          38,158        35,415        (12,690     60,883   

Rialto Investments

     5,363        —          14,151        —          19,514   

Corporate general and administrative

     21,000        —          —          1,234        22,234   
                                        

Total costs and expenses

     26,363        671,885        73,481        (12,409     759,320   
                                        

Lennar Homebuilding equity in loss from unconsolidated entities

     —          (1,382     (20     —          (1,402

Lennar Homebuilding other income (expense), net

     9,496        (262     —          (9,487     (253

Other interest expense

     (12,027     (17,516     —          12,027        (17,516

Rialto Investments equity in loss from unconsolidated entities

     (436     —          —          —          (436
                                        

Earnings (loss) before income taxes

     (27,507     42,431        20,630        —          35,554   

Benefit (provision) for income taxes

     18,392        (6,536     (826     —          11,030   

Equity in earnings from subsidiaries

     48,834        12,939        —          (61,773     —     
                                        

Net earnings (including net earnings attributable to noncontrolling interests)

     39,719        48,834        19,804        (61,773     46,584   

Less: Net earnings attributable to noncontrolling interests

     —          —          6,865        —          6,865   
                                        

Net earnings attributable to Lennar

   $ 39,719        48,834        12,939        (61,773     39,719   
                                        

 

39


(17) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Six Months Ended May 31, 2011

 

(In thousands)    Lennar
Corporation
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Total  

Revenues:

          

Lennar Homebuilding

   $ —          1,107,272        21,913        —          1,129,185   

Lennar Financial Services

     —          66,695        69,556        (19,116     117,135   

Rialto Investments

     —          —          76,218        —          76,218   
                                        

Total revenues

     —          1,173,967        167,687        (19,116     1,322,538   
                                        

Cost and expenses:

          

Lennar Homebuilding

     —          1,048,444        33,519        (3,489     1,078,474   

Lennar Financial Services

     —          70,779        56,757        (14,079     113,457   

Rialto Investments

     —          —          60,622        —          60,622   

Corporate general and administrative

     41,415        —          —          2,535        43,950   
                                        

Total costs and expenses

     41,415        1,119,223        150,898        (15,033     1,296,503   
                                        

Lennar Homebuilding equity in earnings (loss) from unconsolidated entities

     —          11,312        (234     —          11,078   

Lennar Homebuilding other income, net

     9,154        39,452        —          (9,135     39,471   

Other interest expense

     (13,218     (44,547     —          13,218        (44,547

Rialto Investments equity in earnings from unconsolidated entities

     —          —          1,552        —          1,552   

Rialto Investments other income, net

     —          —          28,532        —          28,532   
                                        

Earnings (loss) before income taxes

     (45,479     60,961        46,639        —          62,121   

Benefit (provision) for income taxes

     23,707        (16,560     (5,695     —          1,452   

Equity in earnings from subsidiaries

     62,963        18,562        —          (81,525     —     
                                        

Net earnings (including net earnings attributable to noncontrolling interests)

     41,191        62,963        40,944        (81,525     63,573   

Less: Net earnings attributable to noncontrolling interests

     —          —          22,382        —          22,382   
                                        

Net earnings attributable to Lennar

   $ 41,191        62,963        18,562     <