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Operating and Reporting Segments
9 Months Ended
Aug. 31, 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, due 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 and promote 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)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Homebuilding East
$
7,455,782

 
4,754,581

Homebuilding Central
3,414,907

 
2,037,905

Homebuilding West
7,812,183

 
5,165,218

Homebuilding Other
1,726,472

 
960,541

Lennar Financial Services
2,042,024

 
1,689,508

Rialto
834,882

 
1,153,840

Lennar Multifamily
890,057

 
710,725

Corporate and unallocated (1)
4,113,088

 
2,272,716

Total assets
$
28,289,395

 
18,745,034

Lennar Homebuilding goodwill (1)
$
3,457,999

 
136,566

Lennar Financial Services goodwill (1)
$
231,245

 
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 $169 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 million to the Lennar Financial Services segment.
 
Three Months Ended
 
Nine Months Ended
 
August 31,
 
August 31,
(In thousands)
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Homebuilding East
$
2,028,989

 
1,255,797

 
5,000,182

 
3,218,413

Homebuilding Central
1,231,170

 
602,901

 
3,041,003

 
1,801,424

Homebuilding West
1,505,858

 
823,500

 
3,775,488

 
2,146,492

Homebuilding Other
519,725

 
202,997

 
1,195,159

 
623,301

Lennar Financial Services
236,268

 
215,056

 
639,543

 
571,462

Rialto
49,495

 
57,810

 
149,033

 
207,804

Lennar Multifamily
101,064

 
103,415

 
312,013

 
291,900

Total revenues (1)
$
5,672,569

 
3,261,476

 
14,112,421

 
8,860,796

Operating earnings (loss) (2):
 
 
 
 
 
 
 
Homebuilding East (3)
$
228,657

 
179,908

 
504,019

 
277,906

Homebuilding Central
135,978

 
66,184

 
264,463

 
194,986

Homebuilding West (4)
186,847

 
112,749

 
581,461

 
237,333

Homebuilding Other
60,555

 
27,435

 
101,349

 
79,969

Lennar Financial Services
56,628

 
49,057

 
128,705

 
113,448

Rialto
9,444

 
(3,192
)
 
25,558

 
(10,497
)
Lennar Multifamily
(3,853
)
 
9,104

 
9,734

 
34,816

Total operating earnings
674,256

 
441,245

 
1,615,289

 
927,961

Acquisition and integration costs related to CalAtlantic
11,992

 

 
140,062

 

Corporate general and administrative expenses
96,346

 
72,860

 
249,071

 
200,333

Earnings before income taxes
$
565,918

 
368,385

 
1,226,156

 
727,628

(1)
Total revenues were net of sales incentives of $289.0 million ($22,900 per home delivered) and $717.0 million ($22,800 per home delivered) for the three and nine months ended August 31, 2018, respectively, compared to $165.4 million ($21,800 per home delivered) and $463.4 million ($22,400 per home delivered) for the three and nine months ended August 31, 2017, respectively.
(2)
All homebuilding segments and Homebuilding Other were impacted by purchase accounting adjustments for the three and nine months ended August 31, 2018.
(3)
Homebuilding East operating earnings for the nine months ended August 31, 2017 included a $140 million loss due to litigation (see Note 17).
(4)
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, during the nine months ended August 31, 2018.
Lennar Financial Services Segment
The assets and liabilities related to the Lennar Financial Services segment were as follows:
(In thousands)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
165,051

 
117,410

Restricted cash
12,111

 
12,006

Receivables, net (1)
386,448

 
313,252

Loans held-for-sale (2)
945,387

 
937,516

Loans held-for-investment, net
74,669

 
44,193

Investments held-to-maturity
64,203

 
52,327

Investments available-for-sale (3)
47,034

 
57,439

Goodwill (4)
231,245

 
59,838

Other assets (5)
115,876

 
95,527

 
$
2,042,024

 
1,689,508

Liabilities:
 
 
 
Notes and other debts payable
$
966,626

 
937,431

Other liabilities (6)
274,482

 
240,383

 
$
1,241,108

 
1,177,814

(1)
Receivables, net primarily related to loans sold to investors for which the Company had not yet been paid as of August 31, 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 August 31, 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, however, a provisional amount of goodwill of approximately $169 million was allocated to Lennar Financial Services (see Note 2).
(5)
As of August 31, 2018 and November 30, 2017, other assets included mortgage loan commitments carried at fair value of $19.3 million and $9.9 million, respectively, and mortgage servicing rights carried at fair value of $35.1 million and $31.2 million, respectively. In addition, other assets also included forward contracts carried at fair value of $1.7 million as of November 30, 2017.
(6)
As of August 31, 2018 and November 30, 2017, other liabilities included $60.4 million and $57.7 million, respectively, of certain of the Company’s self-insurance reserves related to construction defects, general liability and workers’ compensation. In addition, other liabilities also included forward contracts carried at fair value of $2.6 million as of August 31, 2018.
At August 31, 2018, the Lennar Financial Services segment warehouse facilities were as follows:
(In thousands)
Maximum Aggregate Commitment
364-day warehouse repurchase facility that matures September 2018 (1)
$
300,000

364-day warehouse repurchase facility that matures December 2018 (2)
400,000

364-day warehouse repurchase facility that matures March 2019 (3)
300,000

364-day warehouse repurchase facility that matures June 2019
700,000

Total
$
1,700,000

(1)
Subsequent to August 31, 2018, the warehouse repurchase facility was extended to November 2018.
(2)
Maximum aggregate commitment includes an uncommitted amount of $250 million.
(3)
Maximum aggregate commitment includes an uncommitted amount of $300 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 $966.5 million and $937.2 million at August 31, 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 $1.0 billion and $974.1 million at August 31, 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 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
 
Nine Months Ended
 
August 31,
 
August 31,
(In thousands)
2018
 
2017
 
2018
 
2017
Loan origination liabilities, beginning of period
$
28,016

 
25,912

 
22,543

 
24,905

Provision for losses
1,059

 
1,056

 
2,696

 
3,000

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

 
(4,440
)
 

 
(4,440
)
Origination liabilities assumed related to CalAtlantic acquisition
20,500

 

 
24,459

 

Payments/settlements
(124
)
 
(651
)
 
(247
)
 
(1,588
)
Loan origination liabilities, end of period
$
49,451

 
21,877

 
49,451

 
21,877

Rialto Segment
The assets and liabilities related to the Rialto segment were as follows:
(In thousands)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
36,343

 
241,861

Restricted cash (1)
11,274

 
22,466

Loans held-for-sale (2)
141,333

 
236,018

Real estate owned, net
52,644

 
86,047

Investments in unconsolidated entities
294,465

 
265,418

Investments held-to-maturity
211,097

 
179,659

Other assets
87,726

 
122,371

 
$
834,882

 
1,153,840

Liabilities:
 
 
 
Notes and other debts payable (3)
$
239,392

 
625,081

Other liabilities
57,737

 
94,975

 
$
297,129

 
720,056


(1)
As of August 31, 2018 and November 30, 2017, restricted cash primarily consisted of upfront deposits and application fees 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 primarily related to unsold loans originated by RMF carried at fair value.
(3)
In March 2018, Rialto had paid off the remaining principal balance of its 7.00% senior notes due December 2018. As of November 30, 2017, notes and other debts payable primarily included $349.4 million related to Rialto's 7.00% senior notes due December 2018. In addition, as of August 31, 2018 and November 30, 2017, notes and other debt payable included $94.5 million and $162.1 million, respectively, related to Rialto's warehouse repurchase facilities.
Rialto Mortgage Finance - loans held-for-sale
During the nine months ended August 31, 2018, RMF originated loans with a total principal balance of $997.5 million and sold $1.1 billion of loans into 12 separate securitizations. During the nine months ended August 31, 2017, RMF originated loans with a total principal balance of $1.3 billion of which $1.3 billion were recorded as loans held-for-sale and $57.4 million as accrual loans within loans receivable, net, and sold $1.1 billion of loans into eight separate securitizations. As of August 31, 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 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. 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 August 31, 2018, the consolidated LLCs had total combined assets of $12.0 million, which primarily included $7.2 million in cash, $3.4 million of real estate owned, net, and $0.6 million of loans held-for-sale. At August 31, 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 August 31, 2018, Rialto's warehouse facilities were as follows:
(In thousands)
Maximum Aggregate Commitment
364-day warehouse repurchase facility that matures November 2018
$
200,000

364-day warehouse repurchase facility that matures December 2018 (extended from October 2018)
250,000

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)
$
850,000

Warehouse repurchase facility that matures December 2018 (one year extensions) (1)
50,000

Total
$
900,000

(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 August 31, 2018 and November 30, 2017.
Borrowings under the facilities that finance RMF's loan originations and securitization activities were $94.5 million and $162.1 million as of August 31, 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 held-to-maturity
At August 31, 2018 and November 30, 2017, the carrying value of Rialto's commercial mortgage-backed securities ("CMBS") was $211.1 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 or the nine months ended August 31, 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. The Company has financing agreements to finance CMBS that have been purchased as investments by
the Rialto segment. At August 31, 2018 and November 30, 2017, the carrying amount, net of debt issuance costs, of outstanding debt in these agreements was $122.6 million and $91.8 million, respectively, and the interest is incurred at a fixed rate of 3.2% to 3.3%.
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 was 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:
 
 
 
 
 
 
 
 
 
August 31,
2018
 
August 31,
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

 
$
39,608

 
41,860

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

 
1,305,000

 
100,000

 
100,000

 
84,606

 
86,904

Rialto Mezzanine Partners Fund, LP
2013
 
300,000

 
300,000

 
33,799

 
33,799

 
13,314

 
19,189

Rialto Capital CMBS Funds
2014
 
119,174

 
119,174

 
52,474

 
52,474

 
52,916

 
54,018

Rialto Real Estate Fund III
2015
 
1,887,000

 
1,074,561

 
140,000

 
75,917

 
71,293

 
41,223

Rialto Credit Partnership, LP
2016
 
220,000

 
217,556

 
19,999

 
19,777

 
12,257

 
13,288

Other investments
 
 
 
 
 
 
 
 
 
 
20,471

 
8,936

 
 
 
 
 
 
 
 
 
 
 
$
294,465

 
265,418


During the three and nine months ended August 31, 2018, Rialto received $2.7 million and $10.1 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. During the three and nine months ended August 31, 2017, Rialto received $0.8 million and $3.9 million, respectively, of such advanced distributions. During the three and nine months ended August 31, 2018, Rialto received $3.7 million and $9.4 million, respectively, of distributions with regard to its carried interest in Rialto Real Estate Fund, LP, Rialto Real Estate Fund II, LP, and Rialto Capital CMBS Fund, LP. During the three and nine months ended August 31, 2017, Rialto received $10.6 million and $29.4 million, respectively, of such distributions with regard to its carried interest. 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)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
36,406

 
95,552

Loans receivable
697,262

 
538,317

Real estate owned
266,406

 
348,601

Investment securities
2,219,660

 
1,849,795

Investments in partnerships
406,600

 
393,874

Other assets
43,046

 
42,949

 
$
3,669,380

 
3,269,088

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
32,081

 
48,374

Notes payable (1)
591,329

 
576,810

Equity
3,045,970

 
2,643,904

 
$
3,669,380

 
3,269,088

(1)
Notes payable are net of debt issuance costs of $2.9 million and $3.1 million, as of August 31, 2018 and November 30, 2017, respectively.
Statements of Operations
 
Three Months Ended
 
Nine Months Ended
 
August 31,
 
August 31,
(In thousands)
2018
 
2017
 
2018
 
2017
Revenues
$
97,973

 
64,267

 
283,510

 
182,453

Costs and expenses
23,299

 
26,752

 
66,735

 
83,753

Other income (expense), net (1)
(22,644
)
 
245

 
(1,166
)
 
9,893

Net earnings of unconsolidated entities
$
52,030

 
37,760

 
215,609

 
108,593

Rialto equity in earnings from unconsolidated entities
$
5,266

 
4,858

 
18,496

 
11,310

(1)
Other income (expense), net, includes realized and unrealized gains (losses) on investments.)
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)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
13,748

 
8,676

Receivables (1)
66,265

 
69,678

Land under development
294,104

 
208,618

Investments in unconsolidated entities
482,241

 
407,544

Other assets
33,699

 
16,209

 
$
890,057

 
710,725

Liabilities:
 
 
 
Accounts payable and other liabilities
$
152,566

 
149,715

(1)
Receivables primarily related to general contractor services, net of deferrals and management fee income receivables due from unconsolidated entities as of August 31, 2018 and November 30, 2017, respectively.
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 it) 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 August 31, 2018 and November 30, 2017, the fair value of the completion guarantees was immaterial. Additionally, as of August 31, 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 are included in the disclosure in Note 12 related to the Company's performance and financial letters of credit. As of August 31, 2018 and November 30, 2017, Lennar Multifamily segment's unconsolidated entities had non-recourse debt with completion guarantees of $1.1 billion 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 and nine months ended August 31, 2018, the Lennar Multifamily segment recorded fee income, net of deferrals, from its unconsolidated entities of $12.2 million and $36.1 million, respectively. During the three and nine months ended August 31, 2017, the Lennar Multifamily segment recorded fee income, net of deferrals, from its unconsolidated entities of $13.1 million and $41.2 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 and nine months ended August 31, 2018, the Lennar Multifamily segment provided general contractor services, net of deferrals, totaling $83.8 million and $262.6 million, respectively, which were partially offset by costs related to those services of $80.5 million and $252.7 million, respectively. During the three and nine months ended August 31, 2017, the Lennar Multifamily segment provided general contractor services, net of deferrals totaling $90.3 million and $250.7 million, respectively, which were partially offset by costs related to those services of $86.7 million and $243.7 million, respectively.
The Lennar Multifamily Venture Fund I (the "Venture Fund") 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 nine months ended August 31, 2018, $316.1 million in equity commitments were called, of which the Company contributed its portion of $73.4 million. During the nine months ended August 31, 2018, the Company received $11.8 million of distributions as a return of capital from the Venture Fund. As of August 31, 2018, $1.8 billion of the $2.2 billion in equity commitments had been called, of which the Company had contributed $424.1 million, representing its pro-rata portion of the called equity, resulting in a remaining equity commitment for the Company of $79.9 million. As of August 31, 2018 and November 30, 2017, the carrying value of the Company's investment in the Venture Fund was $378.2 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 Fund II"), for the development, construction and property management of class-A multifamily assets. As of August 31, 2018, Venture Fund II had approximately $655 million of equity commitments, including a $255 million co-investment commitment by Lennar comprised of cash, undeveloped land and preacquisition costs. As of and during the nine months ended August 31, 2018, $146.1 million in equity commitments were called, of which the Company contributed its portion of $55.4 million, which was made up of a $108.3 million inventory and cash contributions, offset by $52.9 million of distributions as a return of capital, resulting in a remaining equity commitment for the Company of $199.6 million. As of August 31, 2018, the carrying value of the Company's investment in Venture Fund II was $45.6 million. The difference between the Company's net contributions and the carrying value of the Company's investments was related to a basis difference. Venture Fund II was 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)
August 31,
2018
 
November 30,
2017
Assets:
 
 
 
Cash and cash equivalents
$
30,472

 
37,073

Operating properties and equipment
3,623,800

 
2,952,070

Other assets
38,309

 
36,772

 
$
3,692,581

 
3,025,915

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
201,301

 
212,123

Notes payable (1)
1,287,488

 
879,047

Equity
2,203,792

 
1,934,745

 
$
3,692,581

 
3,025,915

(1)
Notes payable are net of debt issuance costs of $17.4 million and $17.6 million, as of both August 31, 2018 and November 30, 2017, respectively.
Statements of Operations
 
Three Months Ended
 
Nine Months Ended
 
August 31,
 
August 31,
(In thousands)
2018
 
2017
 
2018
 
2017
Revenues
$
31,907

 
18,822

 
82,980

 
44,414

Costs and expenses
47,235

 
28,904

 
122,512

 
75,727

Other income, net
13,588

 
47,210

 
52,457

 
125,939

Net earnings (loss) of unconsolidated entities
$
(1,740
)
 
37,128

 
12,925

 
94,626

Lennar Multifamily equity in earnings (loss) from unconsolidated entities (1)
$
(1,730
)
 
11,645

 
15,293

 
44,219

(1)
During the three and nine months ended August 31, 2018, the Lennar Multifamily segment sold one and four operating properties, respectively, through its unconsolidated entities resulting in the segment's $1.7 million and $23.3 million share of gains, respectively. During the three and nine months ended August 31, 2017, the Lennar Multifamily segment sold two and five operating properties, respectively, through its unconsolidated entities resulting in the segment's $15.4 million and $52.9 million share of gains, respectively.