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Lennar Corp/New – ‘10-K’ for 11/30/17 – ‘R9’

On:  Wednesday, 1/24/18, at 6:43pm ET   ·   As of:  1/25/18   ·   For:  11/30/17   ·   Accession #:  1628280-18-562   ·   File #:  1-11749

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/25/18  Lennar Corp/New                   10-K       11/30/17  122:28M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.02M 
 2: EX-21       Subsidiaries List                                   HTML    264K 
 3: EX-23       Consent of Experts or Counsel                       HTML     36K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     38K 
13: R1          Document And Entity Information                     HTML     65K 
14: R2          Consolidated Balance Sheets                         HTML    146K 
15: R3          Consolidated Balance Sheets (Parenthetical)         HTML    103K 
16: R4          Consolidated Statements of Operations and           HTML    130K 
                Comprehensive Income (Loss)                                      
17: R5          Consolidated Statements of Equity                   HTML    112K 
18: R6          Consolidated Statements of Equity (Parenthetical)   HTML     39K 
19: R7          Consolidated Statements of Cash Flows               HTML    282K 
20: R8          Summary Of Significant Accounting Policies          HTML    196K 
21: R9          Business Acquisition                                HTML     63K 
22: R10         Operating And Reporting Segments                    HTML    459K 
23: R11         Lennar Homebuilding Receivables                     HTML     51K 
24: R12         Lennar Homebuilding Investments In Unconsolidated   HTML    111K 
                Entities                                                         
25: R13         Lennar Homebuilding Operating Properties And        HTML     51K 
                Equipment                                                        
26: R14         Lennar Homebuilding Senior Notes And Other Debts    HTML    132K 
                Payable                                                          
27: R15         Lennar Financial Services Segment                   HTML    459K 
28: R16         Rialto Segment                                      HTML    459K 
29: R17         Lennar Multifamily Segment                          HTML    459K 
30: R18         Income Taxes                                        HTML    147K 
31: R19         Earnings Per Share                                  HTML     79K 
32: R20         Capital Stock                                       HTML     55K 
33: R21         Share-Based Payments                                HTML     65K 
34: R22         Financial Instruments and Fair Value Disclosure     HTML    244K 
35: R23         Consolidation Of Variable Interest Entities         HTML     84K 
36: R24         Commitments And Contingent Liabilities              HTML     58K 
37: R25         Supplemental Financial Information                  HTML    868K 
38: R26         Quarterly Data (Unaudited)                          HTML     83K 
39: R27         Schedule II-Valuation And Qualifying Accounts       HTML     91K 
40: R28         Summary Of Significant Accounting Policies          HTML    211K 
                (Policy)                                                         
41: R29         Summary Of Significant Accounting Policies          HTML     91K 
                (Tables)                                                         
42: R30         Business Acquisition (Tables)                       HTML     51K 
43: R31         Operating And Reporting Segments (Tables)           HTML    286K 
44: R32         Lennar Homebuilding Receivables (Tables)            HTML     47K 
45: R33         Lennar Homebuilding Investments In Unconsolidated   HTML    204K 
                Entities (Tables)                                                
46: R34         Lennar Homebuilding Operating Properties And        HTML     50K 
                Equipment (Tables)                                               
47: R35         Lennar Homebuilding Senior Notes And Other Debts    HTML    113K 
                Payable (Tables)                                                 
48: R36         Lennar Financial Services Segment (Tables)          HTML    306K 
49: R37         Rialto Segment (Tables)                             HTML    474K 
50: R38         Lennar Multifamily Segment (Tables)                 HTML    454K 
51: R39         Income Taxes (Tables)                               HTML    145K 
52: R40         Earnings Per Share (Tables)                         HTML     76K 
53: R41         Share-Based Payments (Tables)                       HTML     60K 
54: R42         Financial Instruments and Fair Value Disclosure     HTML    239K 
                (Tables)                                                         
55: R43         Consolidation Of Variable Interest Entities         HTML    233K 
                (Tables)                                                         
56: R44         Commitments And Contingent Liabilities (Tables)     HTML     43K 
57: R45         Supplemental Financial Information Supplemental     HTML    864K 
                Financial Information (Tables)                                   
58: R46         Quarterly Data (Unaudited) (Tables)                 HTML     80K 
59: R47         Summary of Significant Accounting Policies          HTML    181K 
                (Narrative) (Details)                                            
60: R48         Summary Of Significant Accounting Policies          HTML     60K 
                (Unobservable inputs) (Details)                                  
61: R49         Summary Of Significant Accounting Policies          HTML     49K 
                (Schedule Of Interest Expense) (Details)                         
62: R50         Summary Of Significant Accounting Policies          HTML     48K 
                (Schedule Of Warranty Reserve) (Details)                         
63: R51         Summary Of Significant Accounting Policies (Loan    HTML     47K 
                Origination Liabilities) (Details)                               
64: R52         Business Acquisition (Details)                      HTML    117K 
65: R53         Operating and Reporting Segments (Narrative)        HTML     45K 
                (Details)                                                        
66: R54         Operating And Reporting Segments (Schedule of       HTML     82K 
                Segment Assets, Investments in Unconsolidated                    
                Entities, and Goodwill) (Details)                                
67: R55         Operating and Reporting Segments (Schedule of       HTML    116K 
                Segment Revenues, Operating Earnings (Loss),                     
                General and Administrative Expenses, and Earnings                
                Before Income Taxes) (Details)                                   
68: R56         Operating and Reporting Segments (Schedule of       HTML     91K 
                Other Segment Financial Disclosures) (Details)                   
69: R57         Lennar Homebuilding Receivables (Schedule Of        HTML     49K 
                Lennar Homebuilding Receivables) (Details)                       
70: R58         Lennar Homebuilding Investments In Unconsolidated   HTML     61K 
                Entities (Statements Of Operations) (Details)                    
71: R59         Lennar Homebuilding Investments In Unconsolidated   HTML    111K 
                Entities (Narrative) (Details)                                   
72: R60         Lennar Homebuilding Investments In Unconsolidated   HTML     70K 
                Entities (Balance Sheets) (Details)                              
73: R61         Lennar Homebuilding Investments In Unconsolidated   HTML     60K 
                Entities (Total Debt Of Unconsolidated Entities)                 
                (Details)                                                        
74: R62         Lennar Homebuilding Operating Properties And        HTML     58K 
                Equipment (Details)                                              
75: R63         Lennar Homebuilding Senior Notes And Other Debts    HTML    109K 
                Payable (Schedule Of Senior Notes And Other Debts                
                Payable) (Details)                                               
76: R64         Lennar Homebuilding Senior Notes And Other Debts    HTML    186K 
                Payable (Narrative) (Details)                                    
77: R65         Lennar Homebuilding Senior Notes And Other Debts    HTML    195K 
                Payable (Schedule of Senior and Convertible Senior               
                Notes) (Details)                                                 
78: R66         Lennar Homebuilding Senior Notes And Other Debts    HTML     54K 
                Payable (Schedule Of Maturities Of Senior Notes                  
                And Other Debts Payable) (Details)                               
79: R67         Lennar Financial Services Segment (Schedule of      HTML    103K 
                Assets and Liabilities) (Details)                                
80: R68         Lennar Financial Services Segment (Warehouse        HTML     53K 
                Repurchase Facilities) (Details)                                 
81: R69         Lennar Financial Services Segment (Narrative)       HTML     55K 
                (Details)                                                        
82: R70         Rialto Segment (Assets And Liabilities Related To   HTML     95K 
                The Rialto Segment) (Details)                                    
83: R71         Rialto Segment (Narrative) (Details)                HTML    154K 
84: R72         Rialto Segment (Schedule of Credit Facilities)      HTML     71K 
                (Details)                                                        
85: R73         Rialto Segment (Equity Funds Related to Rialto      HTML     70K 
                Segment) (Details)                                               
86: R74         Rialto Segment (Condensed Financial Information By  HTML     86K 
                Equity Method Investment) (Details)                              
87: R75         Lennar Multifamily Segment (Assets and Liabilities  HTML     69K 
                Related to the Multifamily Segment) (Details)                    
88: R76         Lennar Multifamily Segment (Narrative) (Details)    HTML     80K 
89: R77         Lennar Multifamily Segment (Condensed Financial     HTML     84K 
                Information by Equity Method Investment) (Details)               
90: R78         Income Taxes (Component Of Income Taxes Benefit     HTML     61K 
                (Provision) (Details)                                            
91: R79         Income Taxes (Reconciliation Of Statutory Rate And  HTML     62K 
                Effective Tax Rate) (Details)                                    
92: R80         Income Taxes (Deferred Income Taxes Assets And      HTML     80K 
                Liabilities, Carrying Amount) (Details)                          
93: R81         Income Taxes (Net Deferred Tax Assets               HTML     49K 
                (Liabilities) (Details)                                          
94: R82         Income Taxes (Narrative) (Details)                  HTML     63K 
95: R83         Income Taxes (Summary Of Changes In Gross           HTML     46K 
                Unrecognized Tax Benefits) (Details)                             
96: R84         Income Taxes (Accrued Interests and Penalties)      HTML     44K 
                (Details)                                                        
97: R85         Earnings Per Share (Schedule of Basic and Diluted   HTML     88K 
                Earnings Per Share) (Details)                                    
98: R86         Earnings Per Share (Narrative) (Details)            HTML     47K 
99: R87         Capital Stock (Details)                             HTML     84K 
100: R88         Share-Based Payments (Schedule of Compensation      HTML     44K  
                Expense Related to the Company's Share-Based                     
                Awards) (Details)                                                
101: R89         Share-Based Payments (Narrative) (Details)          HTML     51K  
102: R90         Share-Based Payments (Schedule Of Nonvested Shares  HTML     62K  
                Activity) (Details)                                              
103: R91         Financial Instruments and Fair Value Disclosure     HTML     63K  
                (Carrying Amounts And Estimated Fair Value Of                    
                Financial Instruments) (Details)                                 
104: R92         Financial Instruments and Fair Value Disclosure     HTML     76K  
                (Fair Value Measured On Recurring Basis) (Details)               
105: R93         Financial Instruments and Fair Value Disclosure     HTML     50K  
                (Narrative) (Details)                                            
106: R94         Financial Instruments and Fair Value Disclosure     HTML     59K  
                (Schedule Of Gains And Losses Of Financial                       
                Instruments) (Details)                                           
107: R95         Financial Instruments and Fair Value Disclosure     HTML     59K  
                (Reconciliation of Beginning and Ending Balance of               
                the Company's Level 3 Recurring Fair Value                       
                Measurements (Details)                                           
108: R96         Financial Instruments and Fair Value Disclosure     HTML     80K  
                (Fair Value Assets Measured On Nonrecurring Basis)               
                (Details)                                                        
109: R97         Consolidation Of Variable Interest Entities         HTML     75K  
                (Narrative) (Details)                                            
110: R98         Consolidation Of Variable Interest Entities         HTML     48K  
                (Investment in Unconsolidated Entities) (Details)                
111: R99         Consolidation Of Variable Interest Entities         HTML     62K  
                (Estimated Maximum Exposure To Loss) (Details)                   
112: R100        Commitments And Contingent Liabilities (Narrative)  HTML     78K  
                (Details)                                                        
113: R101        Commitments And Contingent Liabilities (Schedule    HTML     52K  
                Of Operating Leases) (Details)                                   
114: R102        Supplemental Financial Information (Narrative)      HTML     91K  
                (Details)                                                        
115: R103        Supplemental Financial Information (Consolidating   HTML    199K  
                Balance Sheet) (Details)                                         
116: R104        Supplemental Financial Information (Condensed       HTML    245K  
                Consolidating Statement Of Operations and                        
                Comprehensive Income (Loss)) (Details)                           
117: R105        Supplemental Financial Information (Condensed       HTML    203K  
                Consolidating Statement Of Cash Flows) (Details)                 
118: R106        Quarterly Data (Unaudited) (Schedule Of Quarterly   HTML     68K  
                Financial Information) (Details)                                 
119: R107        Schedule II-Valuation And Qualifying Accounts       HTML     56K  
                (Details)                                                        
121: XML         IDEA XML File -- Filing Summary                      XML    229K  
120: EXCEL       IDEA Workbook of Financial Reports                  XLSX    202K  
 7: EX-101.INS  XBRL Instance -- len-20171130                        XML   8.28M 
 9: EX-101.CAL  XBRL Calculations -- len-20171130_cal                XML    425K 
10: EX-101.DEF  XBRL Definitions -- len-20171130_def                 XML   2.18M 
11: EX-101.LAB  XBRL Labels -- len-20171130_lab                      XML   2.89M 
12: EX-101.PRE  XBRL Presentations -- len-20171130_pre               XML   2.40M 
 8: EX-101.SCH  XBRL Schema -- len-20171130                          XSD    336K 
122: ZIP         XBRL Zipped Folder -- 0001628280-18-000562-xbrl      Zip    613K

‘R9’   —   Business Acquisition

This is an IDEA Financial Report.  [ Alternative Formats ]

 
v3.8.0.1
Business Acquisition
 12 Months Ended
Business Combinations [Abstract]  
Business Acquisition
Business Acquisition
On October 29, 2017, the Company and a wholly-owned subsidiary of the Company (“Merger Sub”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with CalAtlantic Group, Inc. (" CalAtlantic"), a Delaware corporation. Subject to the terms and conditions of the Merger Agreement, CalAtlantic will be merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”). CalAtlantic builds homes in over 43 metropolitan statistical areas spanning 19 states. CalAtlantic also provides mortgage, title and escrow services.
Under the terms of the Merger Agreement, CalAtlantic’s stockholders will receive 0.885 shares of the Company’s Class A common stock and 0.0177 shares of the Company's Class B common stock for each share of CalAtlantic’s common stock. However, the Company will pay $48.26 per share in cash for 24,083,091 of the shares of CalAtlantic common stock (the "Cash Election Option") in lieu of receiving the Company’s Class A and Class B common stock, which will total approximately $1.16 billion. The Cash Election Option will be subject to proration to the extent they exceed the maximum cash amount. No fractional shares of the Company’s Class A or Class B common stock will be issued in the Merger. Any holder of CalAtlantic’s common stock who would be entitled to receive a fraction of a share of the Company’s Class A or Class B common stock will instead receive cash equal to the market value of a share of such Class A common stock (based on the last sale price reported on the New York Stock Exchange on the last trading day before the closing date). On a pro forma basis, CalAtlantic stockholders are expected to own approximately 26% of the combined company. The transaction is expected to close in February 2018.
On February 10, 2017, the Company acquired WCI Communities, Inc. ("WCI") a homebuilder of luxury single and multifamily homes, including a small percentage of luxury high-rise tower units, with operations in Florida. WCI stockholders received 642.6 million in cash. The cash consideration was funded primarily from working capital and from proceeds from the issuance of 4.125% senior notes due 2022 (see Note 7).
Based on an evaluation of the provisions of ASC Topic 805, Business Combinations, ("ASC 805"), Lennar Corporation was determined to be the acquirer for accounting purposes. The following table summarizes the provisional purchase price allocation based on the estimated fair value of net assets acquired and liabilities assumed at the date of acquisition, which are subject to change within a measurement period of up to one year from the acquisition date pursuant to ASC 805. The purchase price allocation of WCI is provisional pending completion of the fair value analysis of acquired assets and liabilities assumed:
(In thousands)
 
Assets:
 
Cash and cash equivalents, restricted cash and receivables, net
$
42,079

Inventories
613,495

Intangible assets (1)
59,283

Goodwill (2)
156,566

Deferred tax assets, net
88,147

Other assets
66,173

Total assets
1,025,743

Liabilities:
 
Accounts payable
26,735

Senior notes and other debts payable
282,793

Other liabilities
73,593

Total liabilities
383,121

Total purchase price
$
642,622

(1)
Intangible assets include non-compete agreements and a trade name. The amortization period for these intangible assets was six months for the non-compete agreements and 20 years for the trade name.
(2)
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the merger date, goodwill consisted primarily of purchasing and other synergies resulting from the merger, expected production, savings in corporate and division overhead costs and expected expanded opportunities for growth through a higher-end more luxurious product, greater presence in the state of Florida and customer diversity. The provisional amount of goodwill allocated to the Company's Homebuilding East segment was $136.6 million and to the Lennar Financial Services segment was $20.0 million. These provisional amounts were based on the relative fair value of each acquired reporting unit in accordance with ASC 350, Intangibles-Goodwill and Other.
For the year ended November 30, 2017, Lennar Homebuilding revenues included $494.7 million of home sales revenues from WCI and earnings before income taxes included $51.7 million of pre-tax earnings from WCI since the date of acquisition, which included transaction-related expenses of $28.1 million comprised mainly of severance costs, general and administrative expenses, and amortization expense related to non-compete agreements and trade name since the date of acquisition. These transaction expenses were included primarily within Lennar Homebuilding selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended November 30, 2017. The pro forma effect of the acquisition on the results of operations is not presented as this acquisition was not considered material.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:1/25/18SC 13G/A
Filed on:1/24/184
For Period end:11/30/174,  8-K
10/29/178-K
2/10/178-K,  SC 13G/A
 List all Filings 
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Filing Submission 0001628280-18-000562   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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