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Lennar Multifamily Segment
3 Months Ended
Feb. 28, 2018
Segment Reporting [Abstract]  
Operating and Reporting Segments
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) Lennar Financial Services
(5) Rialto
(6) Lennar Multifamily
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 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 incurred by the segment and loss due to litigation.
The Company’s reportable homebuilding segments and all other homebuilding operations not required to be reported separately have homebuilding divisions located in:
East: Florida, Georgia, Maryland, New Jersey, North Carolina, South Carolina and Virginia
Central: Arizona, Colorado and Texas
West: California and Nevada
Other: Illinois, Indiana, Minnesota, Oregon, Tennessee, Utah and Washington
Operations of the Lennar Financial Services segment include primarily mortgage financing, title insurance, closing services and property and casualty insurance for both buyers of the Company’s homes and others. It also includes a real estate brokerage business acquired as part of the WCI transaction. The Lennar Financial Services segment sells substantially all of the loans it originates within a short period in the secondary mortgage market, the majority of which are sold 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, property and casualty insurance, closing services and real estate brokerage, 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 segment include raising, investing and managing third-party capital, originating and securitizing commercial mortgage loans as well as investing its own capital in real estate related mortgage loans, properties and related securities. Rialto utilizes its vertically-integrated investment and operating platform to underwrite, diligence, acquire, manage, workout and add value to diverse portfolios of real estate loans, properties and real estate related securities as well as providing
strategic real estate capital. Rialto’s operating earnings(loss) consist of revenues generated primarily from gains from securitization transactions and interest income from the Rialto Mortgage Finance ("RMF") business, interest income associated with portfolios of real estate loans acquired and other portfolios of real estate loans and assets acquired, asset management, due diligence and underwriting fees derived from the real estate investment funds managed by the Rialto segment, fees for sub-advisory services, other income (expense), net and equity in earnings (loss) from unconsolidated entities, less the costs incurred by the segment for managing portfolios, costs related to RMF and other general and administrative expenses.
Operations of the Lennar Multifamily segment include revenues generated from the sales of land, revenue from construction activities and management fees generated from joint ventures and equity in earnings (loss) from unconsolidated entities, less the cost of sales of land sold, expenses related to construction activities and general and 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 Form 10-K for the year ended November 30, 2017. 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)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Homebuilding East
$
7,537,607

 
4,754,581

Homebuilding Central
3,609,537

 
2,037,905

Homebuilding West
7,668,640

 
5,165,218

Homebuilding Other
1,547,102

 
960,541

Lennar Financial Services
1,748,432

 
1,689,508

Rialto
909,249

 
1,153,840

Lennar Multifamily
892,830

 
710,725

Corporate and unallocated
4,030,626

 
2,272,716

Total assets
$
27,944,023

 
18,745,034

Lennar Homebuilding goodwill (1)
$
3,433,477

 
136,566

Lennar Financial Services goodwill (1)
$
210,628

 
59,838

Rialto goodwill
$
5,396

 
5,396


(1)
In connection with the CalAtlantic acquisition, the Company recorded a provisional amount of homebuilding goodwill of $3.3 billion. The allocation of goodwill by homebuilding reporting segment has not yet been finalized. A provisional amount of goodwill related to the CalAtlantic acquisition of $150 million was allocated to Lennar Financial Services. In connection with the WCI acquisition in 2017, the Company allocated $136.6 million of goodwill to the Lennar Homebuilding East reportable segment and $20.0 million to the Lennar Financial Services segment.
 
Three Months Ended
 
February 28,
(In thousands)
2018
 
2017
Revenues:
 
 
 
Homebuilding East
$
1,070,654

 
767,726

Homebuilding Central
611,780

 
516,181

Homebuilding West
779,879

 
552,798

Homebuilding Other
199,780

 
181,989

Lennar Financial Services
171,140

 
148,043

Rialto
54,302

 
82,006

Lennar Multifamily
93,256

 
88,685

Total revenues (1)
$
2,980,791

 
2,337,428

Operating earnings (loss) (2):
 
 
 
Homebuilding East (3)
$
105,921

 
(55,709
)
Homebuilding Central (4)
42,546

 
52,858

Homebuilding West (5)
251,276

 
53,360

Homebuilding Other (6)
13,984

 
20,829

Lennar Financial Services
19,695

 
20,664

Rialto
9,212

 
(843
)
Lennar Multifamily
(1,201
)
 
19,183

Total operating earnings
441,433

 
110,342

Acquisition and integration costs related to CalAtlantic
104,195

 

Corporate general and administrative expenses
67,810

 
60,699

Earnings before income taxes
$
269,428

 
49,643

(1)
Total revenues were net of sales incentives of $149.9 million ($22,300 per home delivered) for the three months ended February 28, 2018, compared to $123.5 million ($22,700 per home delivered) for the three months ended February 28, 2017.
(2)
All homebuilding segments and Homebuilding other were impacted by purchase accounting adjustments for three months ended February 28, 2018.
(3)
Homebuilding East operating earnings for the three months ended February 28, 2017 included a $140 million loss due to litigation (see Note 17).
(4)
Homebuilding Central operating earnings for the three months ended February 28, 2018 included a $6.9 million valuation adjustment.
(5)
Homebuilding West operating earnings includes $164.9 million related to a gain on the sale of an 80% interest in one of Lennar Homebuilding's strategic joint ventures, Treasure Island Holdings.
(6)
Homebuilding Other operating earnings for the three months ended February 28, 2018 were impacted by the timing of opening and closing of communities.
Lennar Financial Services Segment
The assets and liabilities related to the Lennar Financial Services segment were as follows:
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
165,849

 
117,410

Restricted cash
11,251

 
12,006

Receivables, net (1)
366,100

 
313,252

Loans held-for-sale (2)
689,172

 
937,516

Loans held-for-investment, net
69,832

 
44,193

Investments held-to-maturity
60,831

 
52,327

Investments available-for-sale (3)
57,768

 
57,439

Goodwill (4)
210,628

 
59,838

Other (5)
117,001

 
95,527

 
$
1,748,432

 
1,689,508

Liabilities:
 
 
 
Notes and other debts payable
$
772,240

 
937,431

Other (6)
232,762

 
240,383

 
$
1,005,002

 
1,177,814

(1)
Receivables, net primarily related to loans sold to investors for which the Company had not yet been paid as of February 28, 2018 and November 30, 2017, respectively.
(2)
Loans held-for-sale related to unsold loans carried at fair value.
(3)
Investments available-for-sale are carried at fair value with changes in fair value recorded as a component of accumulated other comprehensive income (loss) on the condensed consolidated balance sheet.
(4)
As of February 28, 2018, goodwill included $20.0 million of goodwill related to the WCI acquisition. The assignment of goodwill to the Company's reporting segments related to the CalAtlantic acquisition has not been completed yet, however, a provisional amount of goodwill of approximately $150 million was allocated to Lennar Financial Services (see Note 2).
(5)
As of February 28, 2018 and November 30, 2017, other assets included mortgage loan commitments carried at fair value of $11.7 million and $9.9 million, respectively, and mortgage servicing rights carried at fair value of $36.8 million and $31.2 million, respectively. In addition, other assets also included forward contracts carried at fair value of $4.8 million and $1.7 million as of February 28, 2018 and November 30, 2017, respectively.
(6)
As of February 28, 2018 and November 30, 2017, other liabilities included $57.2 million and $57.7 million, respectively, of certain of the Company’s self-insurance reserves related to construction defects, general liability and workers’ compensation.
At February 28, 2018, the Lennar Financial Services segment warehouse facilities were as follows:
(In thousands)
Maximum Aggregate Commitment
364-day warehouse repurchase facility that matures March 2018 (1)
$
150,000

364-day warehouse repurchase facility that matures June 2018
400,000

364-day warehouse repurchase facility that matures June 2018 (2)
300,000

364-day warehouse repurchase facility that matures September 2018
300,000

364-day warehouse repurchase facility that matures December 2018 (3)
400,000

Total
$
1,550,000

(1)
Maximum aggregate commitment includes an uncommitted amount of $75 million. Subsequent to February 28, 2018, the warehouse repurchase facility maturity was extended to March 2019.
(2)
Maximum aggregate commitment includes an uncommitted amount of $300 million.
(3)
Maximum aggregate commitment includes an uncommitted amount of $250 million.
The Lennar Financial Services segment uses these facilities to finance its lending activities until the mortgage loans are sold to investors and the proceeds are collected. The facilities are non-recourse to the Company and are expected to be renewed or replaced with other facilities when they mature. Borrowings under the facilities and their prior year predecessors were $772.1 million and $937.2 million at February 28, 2018 and November 30, 2017, respectively, and were collateralized by mortgage loans and receivables on loans sold to investors but not yet paid for with outstanding principal balances of $800.2 million and $974.1 million at February 28, 2018 and November 30, 2017, respectively. If the facilities are not renewed or replaced, 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 for. 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 agreements. Over the last several years there has been an industry-wide effort by purchasers to defray their losses by purporting to have found inaccuracies related to sellers’ representations and warranties in particular loan sale agreements. Mortgage investors could seek to have the Company buy back mortgage loans or compensate them for losses incurred on mortgage loans that the Company has sold based on claims that the Company breached its limited representations or warranties. The Company’s mortgage operations have established accruals for possible losses associated with mortgage loans previously originated and sold to investors. The Company establishes accruals for such possible losses based upon, among other things, an analysis of repurchase requests received, an estimate of potential repurchase claims not yet received and actual past repurchases and losses through the disposition of affected loans as well as previous settlements. While the Company 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 Company's condensed consolidated balance sheets.
The activity in the Company’s loan origination liabilities was as follows:
 
Three Months Ended
 
February 28,
(In thousands)
2018
 
2017
Loan origination liabilities, beginning of period
$
22,543

 
24,905

Provision for losses
647

 
878

Origination liabilities assumed related to CalAtlantic acquisition
3,959

 

Payments/settlements
(39
)
 
(780
)
Loan origination liabilities, end of period
$
27,110

 
25,003

Rialto Segment
The assets and liabilities related to the Rialto segment were as follows:
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
113,582

 
241,861

Restricted cash (1)
20,536

 
22,466

Loans held-for-sale (2)
125,013

 
236,018

Loans receivable, net
1,932

 
1,933

Real estate owned, net
63,284

 
86,047

Investments in unconsolidated entities
275,850

 
265,418

Investments held-to-maturity
210,882

 
179,659

Other
98,170

 
120,438

 
$
909,249

 
1,153,840

Liabilities:
 
 
 
Notes and other debts payable (3)
$
438,879

 
625,081

Other
49,225

 
94,975

 
$
488,104

 
720,056


(1)
Restricted cash primarily consisted of cash set aside for future investments on behalf of a real estate investment trust that Rialto is a sub-advisor to. It also included upfront deposits and application fees Rialto Mortgage Finance ("RMF") receives before originating loans and is recognized as income once the loan has been originated, as well as cash held in escrow by the Company’s loan servicer provider on behalf of customers and lenders and is disbursed in accordance with agreements between the transacting parties.
(2)
Loans held-for-sale related to unsold loans originated by RMF carried at fair value and loans in the FDIC Portfolios carried at lower of cost or market.
(3)
As of February 28, 2018 and November 30, 2017, notes and other debts payable primarily included $249.1 million and $349.4 million, respectively, related to Rialto's 7.00% senior notes due December 2018, and $45.9 million and $162.1 million, respectively, related to
Rialto's warehouse repurchase facilities. Subsequent to February 28, 2018, the remaining principal balance of Rialto's 7.00% senior notes due December 2018 was paid off.
Rialto Mortgage Finance - loans held-for-sale
During the three months ended February 28, 2018, RMF originated loans with a total principal balance of $238.0 million, all of which was recorded as loans held-for-sale, and sold $347.7 million of loans into three separate securitizations. During the three months ended February 28, 2017, RMF originated loans with a total principal balance of $403.7 million of which $394.3 million were recorded as loans held-for-sale and $9.3 million as accrual loans within loans receivable, net, and sold $477.7 million of loans into three separate securitizations. As of February 28, 2018 and November 30, 2017, there were no unsettled transactions.
FDIC Portfolios
In 2010, the Rialto segment acquired indirectly 40% managing member equity interests in two limited liability companies ("LLCs") in partnership with the FDIC ("FDIC Portfolios"). The LLCs met the accounting definition of VIEs and since the Company was determined to be the primary beneficiary, the Company consolidated the LLCs. The Company was determined to be the primary beneficiary because it has the power to direct the activities of the LLCs that most significantly impact the LLCs' performance through Rialto's management and servicer contracts.
In February 2017, the FDIC exercised its “clean-up call rights” under the Amended and Restated Limited Liability Company Agreement. As a result, Rialto had until July 10, 2017 to liquidate and sell the assets in the FDIC Portfolios. On July 10, 2017, Rialto and the FDIC entered into an agreement which extended the original agreement date to January 10, 2018. At February 28, 2018, the consolidated LLCs had total combined assets of $20.0 million, which primarily included $10.1 million in cash, $7.4 million of real estate owned, net, and $1.6 million of loans held-for-sale. Since January 11, 2018, (1) the FDIC has had the right, at its discretion, to sell any remaining assets, or (2) Rialto has had the option to purchase the FDIC's interest in the portfolios. At February 28, 2018, the consolidated LLCs had total combined assets of $20.0 million, which primarily included $10.1 million in cash, $7.4 million of real estate owned, net, and $1.6 million of loans held-for-sale. At February 28, 2018, all remaining assets with carrying values were under contract to be sold. At November 30, 2017, the consolidated LLCs had total combined assets of $48.8 million, which primarily included $23.8 million in cash, $20.0 million of real estate owned, net and $1.6 million of loans held-for-sale.
Warehouse Facilities
At February 28, 2018, Rialto's warehouse facilities were as follows:
(In thousands)
Maximum Aggregate Commitment
364-day warehouse repurchase facility that matures October 2018 (one year extension)
$
400,000

364-day warehouse repurchase facility that matures November 2018
200,000

364-day warehouse repurchase facility that matures December 2018
200,000

364-day warehouse repurchase facility that matures December 2019
200,000

Total - Loan origination and securitization business (RMF)
$
1,000,000

Warehouse repurchase facility that matures August 2018 (two - one year extensions) (1)
100,000

Total
$
1,100,000

(1)
Rialto uses this warehouse repurchase facility to finance the origination of floating rate accrual loans, which are reported as accrual loans within loans receivable, net. There were no borrowings under this facility as of both February 28, 2018 and November 30, 2017.
Borrowings under the facilities that finance RMF's loan originations and securitization activities were $45.9 million and $162.1 million as of February 28, 2018 and November 30, 2017, respectively, and were secured by a 75% interest in the originated commercial loans financed. The facilities require immediate repayment of the 75% interest in the secured commercial loans when the loans are sold in a securitization and the proceeds are collected. These warehouse repurchase facilities are non-recourse to the Company and are expected to be renewed or replaced with other facilities when they mature. If the facilities are not renewed or replaced, the borrowings under the lines of credit will be paid off by selling the loans held-for-sale to investors. Without the facilities, the Rialto segment would have to use cash from operations and other funding sources to finance its lending activities.
Investments in Unconsolidated Entities
Generally, all of Rialto's investments in funds have the attributes of an investment company in accordance with ASC 946, Financial Services – Investment Companies, as amended by ASU 2013-08, Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements, 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 assets and liabilities of the funds in which Rialto has investments in are recorded at fair value with increases/decreases in fair value recorded in their respective statements of operations and the Company’s share is recorded in Rialto equity in earnings from unconsolidated entities in the Company's statement of operations.
The following table reflects Rialto's investments in funds that invest in and manage real estate related assets and other investments:
 
 
 
 
 
 
 
 
 
February 28,
2018
 
February 28,
2018
 
November 30,
2017
(Dollars in thousands)
Inception Year
 
Equity Commitments
 
Equity Commitments Called
 
Commitment to Fund by the Company
 
Funds Contributed by the Company
 
Investment
Rialto Real Estate Fund, LP
2010
 
$
700,006

 
$
700,006

 
$
75,000

 
$
75,000

 
$
41,871

 
41,860

Rialto Real Estate Fund II, LP
2012
 
1,305,000

 
1,305,000

 
100,000

 
100,000

 
87,884

 
86,904

Rialto Mezzanine Partners Fund, LP
2013
 
300,000

 
300,000

 
33,799

 
33,799

 
14,917

 
19,189

Rialto Capital CMBS Funds
2014
 
119,174

 
119,177

 
52,474

 
52,474

 
54,409

 
54,018

Rialto Real Estate Fund III
2015
 
1,887,000

 
699,590

 
140,000

 
49,962

 
49,882

 
41,223

Rialto Credit Partnership, LP
2016
 
220,000

 
208,181

 
19,999

 
18,925

 
17,190

 
13,288

Other investments
 
 
 
 
 
 
 
 
 
 
9,697

 
8,936

 
 
 
 
 
 
 
 
 
 
 
$
275,850

 
265,418


During the three months ended February 28, 2018 and 2017, Rialto received $3.1 million and $0.9 million, respectively, of advance distributions with regard to Rialto's carried interests in its real estate funds in order to cover income tax obligations resulting from allocations of taxable income to Rialto's carried interests in these funds. In addition, during the three months ended February 28, 2018 and 2017, Rialto received $2.4 million and $10.0 million, respectively, of distributions with regard to its carried interest in Rialto Real Estate Fund, LP. These incentive income distributions are not subject to clawbacks and therefore are included in Rialto's revenues.
During 2015, Rialto adopted a Carried Interest Incentive Plan (the "Plan"), under which participating employees in the aggregate may receive up to 40% of the equity units of a limited liability company (a "Carried Interest Entity") that is entitled to carried interest distributions made by a fund or other investment vehicle (a "Fund") managed by a subsidiary of Rialto. As such, those employees receiving equity units in a Carried Interest Entity may benefit from distributions made by a Fund to the extent the Carried Interest Entity makes distributions to its equity holders. The units issued to employees are equity awards and are subject to vesting schedules and forfeiture or repurchase provisions in the case of a termination of employment.
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 was as follows:
Balance Sheets
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
44,270

 
95,552

Loans receivable
591,157

 
538,317

Real estate owned
346,320

 
348,601

Investment securities
1,942,045

 
1,849,795

Investments in partnerships
416,311

 
393,874

Other assets
58,014

 
42,949

 
$
3,398,117

 
3,269,088

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
42,177

 
48,374

Notes payable (1)
535,790

 
576,810

Equity
2,820,150

 
2,643,904

 
$
3,398,117

 
3,269,088

(1)
Notes payable are net of debt issuance costs of $4.1 million and $3.1 million, as of February 28, 2018 and November 30, 2017, respectively.
Statements of Operations
 
Three Months Ended
 
February 28,
(In thousands)
2018
 
2017
Revenues
$
89,764

 
57,156

Costs and expenses
22,071

 
28,001

Other income, net (1)
49,187

 
327

Net earnings of unconsolidated entities
$
116,880

 
29,482

Rialto equity in earnings from unconsolidated entities
$
9,114

 
722

(1)
Other income, net, includes realized and unrealized gains (losses) on investments.
Investments held-to-maturity
At February 28, 2018 and November 30, 2017, the carrying value of Rialto's commercial mortgage-backed securities ("CMBS") was $210.9 million and $179.7 million, respectively. These securities were purchased at discounts ranging from 9% to 84% with coupon rates ranging from 1.3% to 5.0%, stated and assumed final distribution dates between November 2020 and December 2027, and stated maturity dates between November 2043 and March 2059.
The Rialto segment reviews changes in estimated cash flows periodically to determine if an other-than-temporary impairment has occurred on its CMBS. Based on the Rialto segment’s assessment, no impairment charges were recorded during either the three months ended February 28, 2018 or 2017. The Rialto segment classifies these securities as held-to-maturity based on its intent and ability to hold the securities until maturity.)
Lennar Multifamily Segment
The Company is actively involved, primarily through unconsolidated entities, in the development, construction and property management of multifamily rental properties. The Lennar Multifamily segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.
The assets and liabilities related to the Lennar Multifamily segment were as follows:
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
16,249

 
8,676

Receivables (1)
72,613

 
69,678

Land under development
332,291

 
208,618

Investment in unconsolidated entities
437,367

 
407,544

Other assets
34,310

 
16,209

 
$
892,830

 
710,725

Liabilities:
 
 
 
Accounts payable and other liabilities
$
141,057

 
149,715

(1)
Receivables primarily related to general contractor services, net of deferrals and management fee income receivables due from unconsolidated entities.
The unconsolidated entities in which the Lennar Multifamily segment has investments usually finance their activities with a combination of partner equity and debt financing. In connection with many of the loans to Lennar Multifamily unconsolidated entities, the Company (or entities related to them) has been required to give guarantees of completion and cost over-runs to the lenders and partners. Those completion guarantees may require that the guarantors complete the construction of the improvements for which the financing was obtained. Additionally, the Company guarantees the construction costs of the project as construction cost over-runs would be paid by the Company. Generally, these payments would be increases to the Company's investment in the entities and would increase its share of funds the entities distribute after the achievement of certain thresholds. As of both February 28, 2018 and November 30, 2017, the fair value of the completion guarantees was immaterial. Additionally, as of February 28, 2018 and November 30, 2017, the Lennar Multifamily segment had $4.6 million and $4.7 million, respectively, of letters of credit outstanding primarily for credit enhancements for the bank debt of certain of its unconsolidated entities and deposits on land purchase contracts. These letters of credit outstanding are included in the disclosure in Note 12 related to the Company's performance and financial letters of credit. As of February 28, 2018 and November 30, 2017, Lennar Multifamily segment's unconsolidated entities had non-recourse debt with completion guarantees of $977.1 million and $896.7 million, respectively.
In many instances, the Lennar Multifamily segment is appointed as the construction, development and property manager for certain of its Lennar Multifamily unconsolidated entities and receives fees for performing this function. During the three months ended February 28, 2018 and 2017, the Lennar Multifamily segment recorded fee income, net of deferrals, from its unconsolidated entities of $11.5 million and $13.0 million, respectively.
The Lennar Multifamily segment also provides general contractor services for construction of some of the rental properties owned by unconsolidated entities in which the Company has an investment. During the three months ended February 28, 2018 and 2017, the Lennar Multifamily segment provided general contractor services, net of deferrals totaling $81.7 million and $75.7 million, respectively, which were partially offset by costs related to those services of $78.6 million and $73.7 million, respectively.
The Lennar Multifamily Venture (the "Venture") is a long-term multifamily development investment vehicle involved in the development, construction and property management of class-A multifamily assets with $2.2 billion in equity commitments, including a $504 million co-investment commitment by Lennar comprised of cash, undeveloped land and preacquisition costs. During the three months ended February 28, 2018, $131.9 million in equity commitments were called, of which the Company contributed its portion of $31.7 million. During the three months ended February 28, 2018, the Company received $0.9 million distributions as a return of capital from the Venture. As of February 28, 2018, $1.6 billion of the $2.2 billion in equity commitments had been called, of which the Company has contributed $382.4 million, representing its pro-rata portion of the called equity, resulting in a remaining equity commitment for the Company of $121.6 million. As of February 28, 2018 and November 30, 2017, the carrying value of the Company's investment in the Venture was $353.4 million and $323.8 million, respectively.
In March 2018, the Lennar Multifamily segment completed the first closing of a second Lennar Multifamily Venture, Lennar Multifamily Venture II LP ("Venture II") for the development, construction and property management of class-A multifamily assets. With the first close, Venture II will have approximately $500 million of equity commitments, including a $255 million co-investment commitment by Lennar comprised of cash, undeveloped land and preacquisition costs. It will be seeded initially with six undeveloped multifamily assets that were previously purchased by the Lennar Multifamily segment totaling approximately 2,200 apartments with projected project costs of approximately $900 million.
Summarized condensed financial information on a combined 100% basis related to Lennar Multifamily's investments in unconsolidated entities that are accounted for by the equity method was as follows:
Balance Sheets
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
33,666

 
37,073

Operating properties and equipment
3,167,040

 
2,952,070

Other assets
31,431

 
36,772

 
$
3,232,137

 
3,025,915

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
211,429

 
212,123

Notes payable (1)
959,563

 
879,047

Equity
2,061,145

 
1,934,745

 
$
3,232,137

 
3,025,915

(1)
Notes payable are net of debt issuance costs of $17.6 million as of both February 28, 2018 and November 30, 2017, respectively.
Statements of Operations
 
Three Months Ended
 
February 28,
(In thousands)
2018
 
2017
Revenues
$
23,952

 
11,617

Costs and expenses
31,795

 
22,346

Other income, net
7,307

 
50,539

Net earnings (loss) of unconsolidated entities
$
(536
)
 
39,810

Lennar Multifamily equity in earnings from unconsolidated entities (1)
$
2,742

 
23,147

(1)
During the three months ended February 28, 2018, the Lennar Multifamily segment sold one operating property through an unconsolidated entity resulting in the segment's $4.1 million share of gains. During the three months ended February 28, 2017, the Lennar Multifamily segment sold two operating properties through its unconsolidated entities resulting in the segment's $26.0 million share of gains.