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Lennar Homebuilding Investments In Unconsolidated Entities
3 Months Ended
Feb. 28, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Lennar Homebuilding Investments in Unconsolidated Entities 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
 
February 28,
(In thousands)
2018
 
2017
Revenues
$
68,872

 
46,136

Costs and expenses
108,424

 
79,066

Net loss of unconsolidated entities
$
(39,552
)
 
(32,930
)
Lennar Homebuilding equity in loss from unconsolidated entities
$
(14,287
)
 
(11,534
)

For the three months ended February 28, 2018, Lennar Homebuilding equity in loss from unconsolidated entities was primarily attributable to the Company's share of valuation adjustments related to assets of Lennar Homebuilding's unconsolidated entities and the Company's share of net operating losses from its unconsolidated entities.
For the three months ended February 28, 2017, Lennar Homebuilding equity in loss from unconsolidated entities was primarily attributable to the Company’s share of net operating losses from its unconsolidated entities. The operating losses from
the Company's unconsolidated entities were primarily driven by general and administrative expenses, as there were not sufficient land sale transactions to offset those expenses during the three months ended February 28, 2017.
Balance Sheets
(In thousands)
February 28,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
816,965

 
953,261

Inventories
4,155,615

 
3,751,525

Other assets
1,063,853

 
1,061,507

 
$
6,036,433

 
5,766,293

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
907,108

 
832,151

Debt (1)
736,596

 
737,331

Equity
4,392,729

 
4,196,811

 
$
6,036,433

 
5,766,293

(1)
Debt presented above is net of debt issuance costs of $5.3 million and $5.7 million, as of February 28, 2018 and November 30, 2017, respectively.
In May 2017, FivePoint Holdings, LLC ("FivePoint") completed its initial public offering ("IPO"). Concurrent with the IPO, the Company invested an additional $100 million in FivePoint in a private placement. As of February 28, 2018, the Company owns approximately 40% of FivePoint and the carrying amount of the Company's investment is $352.0 million.
As of February 28, 2018 and November 30, 2017, the Company’s recorded investments in Lennar Homebuilding unconsolidated entities were $990.7 million and $900.8 million, respectively, while the underlying equity in Lennar Homebuilding unconsolidated entities partners’ net assets as of February 28, 2018 and November 30, 2017 was $1.4 billion and $1.3 billion, respectively. The basis difference is primarily as a result of the Company contributing its investment in three strategic joint ventures with a higher fair value than book value for an investment in the FivePoint entity and deferring equity in earnings on land sales to the Company.
In 2017, the Company entered into a Membership Interest Purchase Agreement and a Payment Escrow Agreement (“Agreement”) with one of its strategic joint ventures under which the Company agreed to sell 80% to a third-party. Under the terms of the Agreement, the sale transaction was contingent upon the satisfaction of certain conditions. In January 2018, conditions were fulfilled and the transaction was closed resulting in gains of $164.9 million recorded in Lennar Homebuilding other income, net within the accompanying condensed consolidated statement of operations for the three months ended February 28, 2018.
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.
The total debt of the Lennar Homebuilding unconsolidated entities in which the Company has investments, including Lennar's maximum recourse exposure, were as follows:
(Dollars in thousands)
February 28,
2018
 
November 30,
2017
Non-recourse bank debt and other debt (partner’s share of several recourse)
$
62,720

 
64,197

Non-recourse land seller debt and other debt
1,997

 
1,997

Non-recourse debt with completion guarantees
251,235

 
255,903

Non-recourse debt without completion guarantees
355,844

 
351,800

Non-recourse debt to the Company
671,796

 
673,897

The Company’s maximum recourse exposure (1)
70,096

 
69,181

Debt issue costs
(5,296
)
 
(5,747
)
Total debt
$
736,596

 
737,331

The Company’s maximum recourse exposure as a % of total JV debt
10
%
 
9
%

(1)
As of both February 28, 2018 and November 30, 2017, the Company's maximum recourse exposure was primarily related to the Company providing repayment guarantees on three unconsolidated entities' debt.
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. 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 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.
If the Company is required to make a payment under any guarantee, 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.
As of both February 28, 2018 and November 30, 2017, the fair values of the repayment guarantees and completion guarantees were not material. The Company believes that as of February 28, 2018, 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, the collateral would 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 with regard to obligations of its joint ventures (see Note 12).