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Lennar Corp – ‘10-K’ for 11/30/98

As of:  Monday, 3/1/99   ·   For:  11/30/98   ·   Accession #:  950170-99-289   ·   File #:  0-19984

Previous ‘10-K’:  ‘10-K’ on 2/28/95 for 11/30/94   ·   Latest ‘10-K’:  This Filing

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

 3/01/99  Lennar Corp                       10-K       11/30/98    7:234K                                   Donnelley Fin’l/Miami/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         21    114K 
 2: EX-3.(A)    Articles of Incorporation/Organization or By-Laws     17     47K 
 3: EX-10.(N)   Material Contract                                      4     19K 
 4: EX-13       Annual or Quarterly Report to Security Holders        44    246K 
 5: EX-21       Subsidiaries of the Registrant                         4     22K 
 6: EX-23       Consent of Experts or Counsel                          1      6K 
 7: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
12Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
13Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 7(A). Market Risk
"Item 8. Financial Statements and Supplementary Data
"Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Item 10. Directors and Executive Officers of the Registrant
14Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
15Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1998 Commission file number 1-11749 LENNAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 59-1281887 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 559-4000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, par value 10 cents New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of February 23, 1999, registrant had outstanding 48,417,506 shares of common stock and 9,848,562 shares of Class B common stock (which can be converted into common stock). Of the total shares outstanding, 47,988,014 shares of common stock and 29,701 shares of Class B common stock, having a combined aggregate market value (assuming the Class B shares were converted) on that date of $1,152,425,160, were held by non-affiliates of the registrant. Documents incorporated by reference: Related Section Documents -------------------------------------------------------------------------------- II Pages 18 through 48 of the Annual Report to Stockholders for the year ended November 30, 1998. III Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before March 30, 1999.
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PART I ITEM 1. BUSINESS. GENERAL DEVELOPMENT OF BUSINESS Lennar Corporation (together with its subsidiaries, the "Company") is one of the nation's premier homebuilders and is a provider of residential financial services. The Company's homebuilding operations include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land. The purchase, development and sale of residential land is conducted through its own efforts and its partnership interests. The financial services operations provide mortgage financing, title insurance and closing services for Lennar homebuyers and others; acquire, package and resell residential mortgage loans and mortgage-backed securities, perform mortgage loan servicing activities and provide cable television and alarm monitoring services to residents of Lennar communities and others. On October 31, 1997, the Company (i) distributed to the Company's stockholders all of the stock of LNR Property Corporation ("LNR"), to which the Company had transferred its commercial real estate investment and management activities, (ii) acquired Pacific Greystone Corporation through a merger and (iii) transferred a portion of its land inventory to Lennar Land Partners, of which the Company owns 50% and LNR owns 50%. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS The Company operates in two industry segments - homebuilding and financial services. The financial information related to these industry segments and the discontinued Investment Division segment is contained in the financial statements incorporated by reference to pages 28 through 46 of the Company's 1998 Annual Report to Stockholders. NARRATIVE DESCRIPTION OF BUSINESS HOMEBUILDING The Company and its predecessor have been building homes since 1954. The Company believes that since its acquisition of Development Corporation of America in 1986, it has delivered more homes in Florida each year than any other homebuilder. The Company has been building homes in Arizona since 1972, where it currently is one of the leading homebuilders. In 1991, the Company began building homes in Dallas, Texas. In 1992, it started homebuilding operations in Houston, Texas. During 1995, the Company entered the California homebuilding market through the acquisition of Bramalea California, Inc. and expanded in this market in 1996 through the acquisition of Renaissance Homes, Inc. and through several partnership investments. During 1996, the Company significantly expanded its operations in Texas with the acquisition of the assets and operations of Houston-based Village Builders (a homebuilder) and Friendswood Development Company (a developer of master-planned communities). During 1997, the Company continued its expansion in California through homesite acquisitions and additional partnership investments. Additionally during 1997, the Company further expanded its operations in the California and Arizona homebuilding markets and entered the Nevada homebuilding market with the acquisition of Pacific Greystone Corporation. During 1998, the Company acquired the properties of two California homebuilders, ColRich Communities and Polygon Communities, and acquired a Northern California homebuilder, Winncrest Homes. The Company has constructed and sold approximately 151,000 homes to date. The Company's homebuilding activities in Florida are principally conducted through Lennar Homes, Inc. In Arizona, these activities are conducted through Lennar Homes of Arizona, Inc. and Greystone Homes, Inc. In Texas, these activities are conducted through two subsidiaries, one of which does business as Lennar Homes of Texas, Inc. and Houston Village Builders, Inc. Homebuilding activities in California are principally conducted through Lennar Homes of California, Inc., Lennar Renaissance, Inc., Greystone Homes, Inc. and Winncrest Homes. In Nevada, these activities are conducted through Greystone Homes, Inc. 1
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The Company, through its own efforts and its partnership interests, is involved in all phases of planning and building in its residential communities, including land acquisition, site planning, preparation and improvement of land, and design, construction and marketing of homes. The Company subcontracts virtually all segments of development and construction to others. The Company primarily sells single-family attached and detached homes. The homes are targeted primarily at first-time homebuyers, move-up homebuyers and, in some communities, active adults. The average sales price of a Lennar home was $194,000 in fiscal 1998. CURRENT HOMEBUILDING ACTIVITIES The table on the following page summarizes information about the Company's recent homebuilding activities: 2
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[Enlarge/Download Table] HOMEBUILDING ACTIVITIES HOMESITES AT NOVEMBER 30, 1998 -------------------------------------- Homes delivered Homes completed or in years ended under construction November 30, ----------------------- Sold homes ----------------------------- Available for not yet Region 1998 1997 1996 Sold(1) sale started(1) ------------------- --------- --------- --------- ---------- ------------ ---------- Florida 3,761 3,367 3,363 825 488 719 California 3,029 587 58 1,123 619 25 Texas 2,484 2,075 1,832 575 599 128 Arizona/Nevada 1,503 673 715 479 75 226 --------- --------- --------- ---------- ------------ ---------- Totals 10,777 6,702 5,968 3,002 1,781 1,098 ========= ========= ========= ========== ============ ========== [Enlarge/Download Table] HOMESITES AT NOVEMBER 30, 1998 -------------------------------------------------------------------- LENNAR CORPORATION PARTNERSHIPS ------------------------------------------------------------------ Estimated number Estimated number of homes that could of homes that could be constructed on be constructed on land land currently owned currently owned or or controlled(2)(4) controlled(2)(3)(4)(5) Total ------------------------ -------------------------- owned and Region Owned Controlled Owned Controlled controlled ------------------- ---------- ------------- ------------- ----------- ----------- Florida 6,600 2,800 17,000 2,800 29,200 California 12,800 800 14,600 6,500 34,700 Texas 6,200 900 4,300 -- 11,400 Arizona/Nevada 2,900 1,100 600 -- 4,600 ---------- ------------- -------------- ----------- ---------- Totals 28,500 5,600 36,500 9,300 79,900 ========== ============= ============== =========== ========== Notes: (1) Although firm contracts relating to these homes were executed, there can be no assurance that purchasers will meet their obligations under the contracts. (2) Based on current management estimates, which are subject to change. (3) As of November 30, 1998, one of the Company's partnerships had equity interests in other partnerships that owned and controlled approximately 10,600 homesites for sale to the Company and other builders. (4) Includes homesites that are currently designated for sale to other builders. (5) Represents partnerships and similar entities in which the Company has less than a controlling interest and are accounted for by the equity method. 3
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MANAGEMENT AND OPERATING STRUCTURE The Company balances its local operating structure with centralized corporate-level management. The Company's local managers, who have significant experience in the homebuilding industry generally and in their respective markets, are responsible for operating decisions regarding land identification, home design, construction and marketing. Decisions related to overall Company strategy, acquisitions of land and businesses, financing and disbursements are centralized at the corporate level. PARTNERSHIPS AND SIMILAR ENTITIES The Company views partnerships and similar entities as a means to both expand its market opportunities and manage its risk profile. Typically, the Company acts as the general partner and the day-to-day manager. In October 1997, the Company, directly and through LNR, transferred to Lennar Land Partners, which is 50% owned by the Company and 50% owned by LNR, parcels of land or interests in land and other assets which had a total book value on the Company's books of approximately $372.4 million. The Company has an agreement with Lennar Land Partners under which, for a fee, the Company administers all its day-to-day activities, including overseeing planning and development of properties and overseeing sales of land to the Company and other builders. The Company is reimbursed for costs incurred related to these activities and certain other costs incurred on behalf of Lennar Land Partners. Such reimbursements totaled $7.7 million in 1998. In addition, the Company, in the ordinary course of business, purchases developed land at market prices from Lennar Land Partners. During the year ended November 30, 1998, Lennar Land Partners had land sale revenues of $224 million, of which $91 million was from sales to the Company. An Independent Directors Committee, comprised of non-employee members of the Board of Directors of the Company and LNR, approves significant transactions of Lennar Land Partners. PROPERTY ACQUISITION The Company continuously considers the purchase of, and from time to time acquires, land for its development and sales programs. These acquisitions may be made directly or through the Company's partnership interests. The Company generally does not acquire land for speculation. In some instances, the Company acquires land by acquiring options enabling it to purchase parcels as they are needed. Although some of the Company's land is held subject to purchase money mortgages, most of the Company's land is not subject to mortgages. The majority of land acquired by partnerships is subject to purchase money mortgages. CONSTRUCTION AND DEVELOPMENT The Company supervises and controls the development and building of its own residential communities. It employs subcontractors for site improvements and virtually all of the work involved in the construction of homes. In almost all instances, the arrangements between the Company and the subcontractors commit the subcontractors to complete specified work in accordance with written price schedules. These price schedules normally change to meet changes in labor and material costs. The Company does not own heavy construction equipment and generally only has a labor force used to supervise development and construction and perform routine maintenance and minor amounts of other work. The Company generally finances construction with its own funds or borrowings under its unsecured working capital lines. 4
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MARKETING The Company generally has an inventory of homes under construction. A majority of these homes are sold (i.e., the Company has received executed sales contracts and deposits) before the Company starts construction. The Company employs sales associates who are paid salaries, commissions or both to make onsite sales of the Company's homes. The Company also sells through independent brokers. The Company advertises its residential communities through local media and sells primarily from models that it has designed and constructed. In addition, the Company advertises its active adult communities in areas where potential active adults live. MORTGAGE FINANCING The Company's financial services subsidiaries make conventional, FHA-insured and VA-guaranteed mortgage loans available to qualified purchasers of the Company's homes. Because of the availability of mortgage loans from the Company's financial services subsidiaries, as well as independent mortgage lenders, the Company believes access to financing has not been, and is not, a significant problem for most purchasers of the Company's homes. QUALITY SERVICE The Company employs a process which is intended to provide a positive atmosphere for each customer throughout the pre-sale, sale, building, closing and post-closing periods. The participation of sales representatives, on-site construction supervisors and post-closing customer personnel, working in a team effort, is intended to foster the Company's reputation for quality service and ultimately lead to enhanced customer retention and referrals. COMPETITION The housing industry is highly competitive. In its activities, the Company competes with numerous developers and builders in and near the areas where the Company's communities are located, including homebuilders with nationwide operations. Competition is on the basis of location, design, quality, amenities and price. The Company is the largest homebuilder in Florida and a leading homebuilder in California, Texas, Arizona and Nevada. Some of the Company's principal competitors include Kaufman and Broad Home Corporation, Centex Corporation, D.R. Horton, Inc., Pulte Corporation and U.S. Home Corporation. FINANCIAL SERVICES The Company's financial services subsidiaries provide mortgage financing, title insurance and closing services for Lennar homebuyers and others; acquire, package and resell residential mortgage loans and mortgage-backed securities; perform mortgage loan servicing activities and provide cable television and alarm monitoring services to residents of Lennar communities and others. MORTGAGE ORIGINATION Through a financial services subsidiary, Universal American Mortgage Company, the Company provides conventional, FHA-insured and VA-guaranteed mortgage loans to buyers of the Company's homes and others from offices located in Florida, California, Arizona, Texas and Nevada. In 1998, loans to buyers of the Company's homes represented approximately 77% of the Company's $1.0 billion of loan originations. The Company sells the loans it originates into the secondary mortgage market, generally on a non-recourse basis, and retains most of the servicing rights. The Company has an interest rate risk management policy under which it hedges its interest rate locked loan commitments and loans held for sale against exposure to interest rate fluctuations. The Company finances its loans held for sale with borrowings under the financial services subsidiaries' $200 million line of credit (secured by the loans and by certain servicing rights) or from Lennar Corporation when, on a consolidated basis, this enables the Company to minimize its overall cost of funds. 5
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MORTGAGE SERVICING The Company generates earnings from servicing loans originated or acquired by its financial services subsidiaries. The Company services loans for the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and other mortgage investors. At November 30, 1998, it had a servicing portfolio of approximately 41,000 loans with an unpaid principal balance of approximately $3.2 billion. TITLE INSURANCE AND CLOSING SERVICES The Company arranges title insurance for, and provides closing services to, buyers of the Company's homes and others. It provided these services in connection with approximately 123,000 real estate transactions during 1998. The Company provides these services through Universal Title Insurors in Florida, Regency Title in Texas, TitleAmerica Insurance in Florida and Texas and North American Title, which was acquired in 1998, in California, Arizona and Colorado. STRATEGIC TECHNOLOGIES During 1996, the Company formed Strategic Technologies, Inc. to provide cable television and alarm monitoring services to residents of Lennar communities and others. At November 30, 1998, the Company had approximately 5,300 cable television subscribers and approximately 5,300 alarm monitoring customers in Florida and California. OTHER ACTIVITIES The Company has a number of limited-purpose finance subsidiaries which have placed mortgages and other receivables as collateral for various long-term financings. These subsidiaries pay the debt service on the long-term borrowings primarily from the cash flows generated by the related pledged collateral. The Company believes that the cash flows generated by these subsidiaries will be adequate to meet the required debt payment schedules. RELATIONSHIP WITH LNR In connection with the transfer of the Company's commercial real estate investment and management business to LNR, and the spin-off of LNR to the Company's stockholders, the Company entered into an agreement which, among other things, prevents the Company from engaging at least until 2002 in any of the businesses in which LNR was engaged, or anticipated becoming engaged, at the time of the spin-off, and prohibited LNR from engaging, at least until 2002, in any businesses in which the Company was engaged, or anticipated becoming engaged, at the time of the spin-off (except in limited instances in which the activities or anticipated activities of the Company and LNR overlapped). Specifically, the Company is precluded, at least until 2002, from engaging in the business of (i) acquiring and actively managing commercial or residential multi-family rental real estate, other than as an incident to, or otherwise in connection with, their homebuilding business, (ii) acquiring portfolios of commercial mortgage loans or real estate assets acquired through foreclosures of mortgage loans, other than real estate acquired as sites of homes to be built or sold as part of its homebuilding business, (iii) making or acquiring mortgage loans, other than mortgage loans secured by detached or attached homes or residential condominium units, (iv) constructing office buildings or other commercial or industrial buildings, other than small shopping centers, professional office buildings and similar facilities which will be adjuncts to its residential developments, (v) purchasing commercial mortgage-backed securities or real estate asset-backed securities or (vi) acting as a servicer or special servicer with regard to securitized commercial mortgage pools. The Company is not, however, prevented from owning or leasing office buildings in which it occupies a majority of the space; acquiring securities backed by pools of residential mortgages; acquiring an entity which, when it is acquired, is engaged in one of the prohibited activities as an incidental part of its activities; owning as a passive investor an interest of less than 10% of a publicly traded company which is engaged in a prohibited business; acquiring commercial paper or short-term debt instruments of entities engaged in one or more of the prohibited businesses; or owning an interest in, and managing, Lennar Land Partners. 6
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Although the Company and LNR are separate companies, Stuart Miller, the Company's President and Chief Executive Officer, is also Chairman of LNR, and Steven Saiontz, one of the Company's Directors, is the Chief Executive Officer and a Director of LNR. In addition, Leonard Miller owns stock which gives him voting control of both companies. There are provisions both in the by-laws of Lennar and in those of LNR requiring approval by an Independent Directors Committee of any significant transactions between the Company and LNR or any of its subsidiaries. The Company leases some office space, including its principal offices, from LNR. The two companies have been sharing certain computers and related equipment and computer service personnel. However, this arrangement expires in 1999. REGULATION Homes and residential communities built by the Company must comply with state and local regulations relating to, among other things, zoning, treatment of waste, construction materials which must be used, density requirements, certain aspects of building design and minimum elevation of properties and other local ordinances. These include laws requiring use of construction materials which reduce the need for energy-consuming heating and cooling systems. These laws and regulations are subject to frequent change and often increase construction costs. In some cases, there are laws which require that commitments to provide roads and other offsite infrastructure be in place prior to the commencement of new construction. The provisions of these laws are usually administered by individual counties and municipalities and may result in additional fees and assessments or building moratoriums. In addition, certain new development projects, particularly in Southern California, are subject to assessments for schools, parks, streets and highways and other public improvements, the costs of which can be substantial. The residential homebuilding industry also is subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. Environmental laws and conditions may result in delays, may cause the Company to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in certain environmentally sensitive regions or areas. Additionally, the climate and geology of some parts of Florida, California and Texas present risks of natural disasters that could adversely affect the homebuilding industry in those areas in general, and the Company's business in particular. In recent years, several cities and counties in which the Company has developments have approved submission to voters of "slow growth" initiatives and other ballot measures which could impact the affordability and availability of homes and land within those localities. Although many of these initiatives have been defeated, the Company believes that if similar initiatives are introduced and approved, future residential construction by the Company and others within certain cities or counties could be negatively impacted. In order to make it possible for purchasers of some of the Company's homes to obtain FHA-insured or VA-guaranteed mortgages, the Company must construct those homes in compliance with regulations promulgated by those agencies. The Company has registered condominium communities with the appropriate authorities in Florida. Sales in other states would require compliance with laws in those states regarding sales of condominium homes. The Company's title insurance agency subsidiaries must comply with applicable insurance laws and regulations. The Company's mortgage financing subsidiaries must comply with applicable real estate lending laws and regulations. The Company's subsidiaries which underwrite title insurance are licensed in the states in which they do business and must comply with laws and regulations in those states regarding title insurance companies. These laws and regulations include provisions regarding capitalization, investments, forms of policies and premiums. 7
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MARKET RISK The table on the following page provides information about the Company's significant derivative financial instruments and other financial instruments used for purposes other than trading that are sensitive to changes in interest rates. For mortgage loans held for sale or disposition, mortgage loans, investments and mortgage notes and other debts payable, the table presents principal cash flows and related weighted average interest rates by expected maturity dates and estimated fair market value at November 30, 1998. Weighted average variable interest rates are based on the variable interest rates at November 30, 1998. For interest rate swaps and hedges, the table presents notional amounts and weighted average interest rates by contractual maturity dates and estimated fair market value at November 30, 1998. Notional amounts are used to calculate the contractual cash flows to be exchanged under the contract. See Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and Notes 1, 9 and 15 of Notes to Consolidated Financial Statements in Item 14 for a further discussion of these items and the Company's strategy of mitigating its interest rate risk. 8
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[Enlarge/Download Table] Information Regarding Interest Rate Sensitivity Principal (Notional) Amount by Expected Maturity Average Interest Rate ------------------------------------------------------------------- Fair Market Years Ending November 30, Value ---------------------------------------------- There- at November 30, (DOLLARS IN MILLIONS) 1999 2000 2001 2002 2003 after Total 1998 --------------------------------------------------------------------------------------------------------------------------------- ASSETS Financial Services: Mortgage loans held for sale or disposition, net: Fixed rate $ - - - - - 215.0 215.0 219.4 Average interest rate - - - - - 7.0% - - Mortgage loans and investments: Fixed rate $ 6.8 0.3 1.3 0.4 1.5 16.3 26.6 26.4 Average interest rate 5.8% 8.2% 6.9% 8.2% 6.7% 8.0% - - LIABILITIES Homebuilding: Mortgage notes and other debts payable: Fixed rate $ 13.7 7.7 0.7 0.2 2.5 367.6 392.4 372.8 Average interest rate 6.4% 9.3% 9.3% 10.0% 10.0% 5.3% - - Variable rate $ 1.5 - - 136.7 - - 138.2 138.2 Average interest rate 5.4% - - 6.4% - - - - Financial Services: Notes and other debts payable: Fixed rate $ 0.3 0.3 0.5 - - - 1.1 1.0 Average interest rate 1.2% 0.3% 0.2% - - - - - Variable rate $227.5 1.4 1.4 1.4 0.5 - 232.2 232.2 Average interest rate 6.4% 7.8% 7.8% 7.8% 7.8% - - - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS Homebuilding: Interest rate swaps: Variable to fixed - notional amount $ - - - 200.0 - - 200.0 (6.4) Average pay rate - - - 6.1% - - - - Average receive rate 30-day LIBOR Interest rate hedge: Notional amount $200.0 - - - - - 200.0 (15.6) Average pay rate 5.8% - - - - - - - Average receive rate 10-year U.S. Treasury Note rate 9
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CAUTIONARY STATEMENTS Certain statements contained in this Report may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such factors include, but are not limited to, changes in general economic conditions, the market for homes generally and in areas where the Company has developments, the availability and cost of land suitable for residential development, materials prices, labor costs, interest rates, consumer confidence, competition, environmental factors and governmental regulations affecting the Company's operations. The following factors, among others, could particularly affect the Company's operations and financial results and cause results to differ from those anticipated by "forward-looking statements" in this Report. REAL ESTATE, ECONOMIC AND CERTAIN OTHER CONDITIONS The residential homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions, such as levels of employment, consumer confidence and income, availability of financing for acquisition, construction and permanent mortgages, interest rate levels and demand for housing. Sales of new homes are also affected by the condition of the resale market for used homes, including foreclosed homes. The residential homebuilding industry has, from time to time, experienced fluctuating lumber prices and supply, as well as shortages of labor and other materials, including insulation, drywall, concrete, carpenters, electricians and plumbers. Delays in construction of homes due to these factors or to inclement weather conditions could have an adverse effect upon the Company's operations. Inflation can increase the cost of building materials, labor and other construction related costs. Conversely, deflation can reduce the value of the Company's inventory and can make it more difficult to include the full cost of previously purchased land in home sale prices. INTEREST RATES AND MORTGAGE FINANCING Virtually all of the purchasers of the Company's homes finance their acquisitions through third-party lenders or the Company's financial services subsidiaries. In general, housing demand is adversely affected by increases in interest rates, housing costs and unemployment and by decreases in the availability of mortgage financing. In addition, various proposals for changes in the federal income tax laws have been discussed, some of which would remove or limit the deduction for home mortgage interest. If effective mortgage interest rates increase and the ability or willingness of prospective buyers to finance home purchases is adversely affected, the Company's operating results may also be negatively affected. The Company's homebuilding activities also are dependent upon the availability and cost of mortgage financing for buyers of homes owned by potential customers permitting those customers to sell their existing homes and purchase homes from the Company. Any limitations or restrictions on the availability of such financing could adversely affect the Company's sales. VARIABILITY OF RESULTS The Company has historically experienced, and in the future expects to continue to experience, variability in operating results on a quarterly basis. Factors which may contribute to this variability include, among others (i) the timing of home closings; (ii) the timing of receipt of regulatory approvals for the construction of homes; (iii) the condition of the real estate market and general economic conditions; (iv) the cyclical nature of the homebuilding industry; (v) the prevailing interest rates and the availability of mortgage financing; (vi) pricing policies of the Company's competitors; (vii) the timing of the opening of new residential communities; (viii) weather and (ix) the cost and availability of materials and labor. The Company's historical financial performance is not necessarily a meaningful indicator of future results and, in particular, the Company expects its financial results to continue to vary from quarter to quarter. 10
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DEPENDENCE ON KEY PERSONNEL The success of the Company depends to a significant degree on the efforts of the Company's senior management, especially its president and chief executive officer and other officers. The Company's operations may be adversely affected if one or more members of senior management cease to be active in the Company. The Company has designed its compensation structure and employee benefit programs to encourage long-term employment of executive officers. YEAR 2000 The Company does not believe the financial impact of being sure that all of its computer systems properly recognize the year 2000 will be material. However, it is possible the Company will be adversely affected by failure of vendors, subcontractors, suppliers or others with whom the Company does business to make their computer systems year 2000 compliant. Also, the Company could be adversely affected if governmental agencies are impeded because their computer systems are not year 2000 compliant. For additional information on the Year 2000 issue see Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7. EMPLOYEES At November 30, 1998, the Company employed 4,094 individuals of whom 2,167 related to homebuilding operations and 1,927 related to financial services operations. Some of the subcontractors utilized by the Company may employ members of labor unions. The Company does not have collective bargaining agreements relating to its employees. ITEM 2. PROPERTIES. For information about properties owned by the Company for use in its homebuilding activities, see Item 1. The Company leases and maintains its executive offices, financial services subsidiary headquarters and principal Miami-Dade County, Florida homebuilding office in an office complex built by the Company and now owned by LNR. The leases for these offices expire in 2002. Other Company offices are located in Company-owned communities or in leased space. ITEM 3. LEGAL PROCEEDINGS. The Company and certain subsidiaries are parties to various claims, lawsuits, legal actions and complaints arising in the ordinary course of business. Although the specific allegations in the lawsuits differ, in general the majority of the lawsuits assert that the Company failed to construct buildings in the community involved in accordance with plans and specifications and applicable construction codes, and seek reimbursement for sums allegedly necessary to spend to remedy the alleged construction deficiencies, or assert contract issues or relate to personal injuries. Suits of this type are common within the homebuilding industry. The Company does not believe that these lawsuits or threatened lawsuits will have a material effect upon the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS. Information concerning the market data for the Company's common stock and related security holder matters is incorporated by reference to page 48 of the Company's 1998 Annual Report to Stockholders. 11
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ITEM 6. SELECTED FINANCIAL DATA. Selected financial data is incorporated by reference to page 18 of the Company's 1998 Annual Report to Stockholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management's discussion and analysis of financial condition and results of operations is incorporated by reference to pages 19 through 25 of the Company's 1998 Annual Report to Stockholders. ITEM 7(A). MARKET RISK. For information on the Company's market risk, see Item 1. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Consolidated financial statements and supplementary data about the Company are incorporated by reference to pages 28 through 47 of the Company's 1998 Annual Report to Stockholders. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information about the Company's directors is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1999 (120 days after the end of the Company's fiscal year). The following people were the executive officers of Lennar Corporation on February 23, 1999: [Download Table] NAME/POSITION AGE YEAR OF ELECTION ------------- --- ---------------- Stuart A. Miller, President and Chief Executive Officer 41 1997 Bruce E. Gross, Vice President and Chief Financial Officer 40 1997 Marshall H. Ames, Vice President 55 1982 Jonathan M. Jaffe, Vice President 39 1994 David B. McCain, Vice President, General Counsel and Secretary 38 1998 Allan J. Pekor, Vice President 62 1997 Diane J. Bessette, Controller 38 1997 Waynewright Malcolm, Treasurer 35 1997 The year of election represents the year that the executive officer was elected to his/her current position. 12
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Mr. Stuart Miller (who is the son of Leonard Miller, the Chairman of the Board of Directors of the Company) has been President and Chief Executive Officer since April 1997. Prior to that, Mr. Miller held various executive positions with the Company and had been a Vice President since 1985. Mr. Miller is also the Chairman of the Board of LNR Property Corporation. Mr. Gross has been Vice President and Chief Financial Officer since 1997. Prior to joining the Company in 1997, Mr. Gross was employed as Senior Vice President, Controller and Treasurer of Pacific Greystone Corporation since its inception in 1991. Mr. Ames has been a Vice President since 1982 and is also a Regional President in the Company's Homebuilding Division. Mr. Jaffe has been a Vice President since 1994 and serves as a Regional President in the Company's Homebuilding Division. Prior to 1994, Mr. Jaffe held executive positions with several of the Company's subsidiaries. Mr. McCain has been employed by the Company since 1998 as Vice President, General Counsel and Secretary. Prior to joining the Company, Mr. McCain was employed at John Alden Asset Management Company for more than 10 years, where he last served as Vice President, General Counsel and Secretary. Mr. Pekor has held various executive positions with the Company since 1979. Mr. Pekor presently serves as Vice President of the Company and has served as President of Lennar Financial Services, Inc. since 1997. Ms. Bessette has been employed by the Company since 1995 and has been the Company's Controller since 1997. Prior to joining the Company, Ms. Bessette was employed as a Financial Senior Manager at the Holson Burnes Group, Inc. and before that, was employed by Price Waterhouse LLP. Mr. Malcolm joined the Company as Treasurer in 1997. Prior to joining the Company, Mr. Malcolm was employed as Director, Finance and Regulatory Affairs at Citizens Utilities Company. ITEM 11. EXECUTIVE COMPENSATION. The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1999 (120 days after the end of the Company's fiscal year). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1999 (120 days after the end of the Company's fiscal year). ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1999 (120 days after the end of the Company's fiscal year). 13
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PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Documents filed as part of this Report. 1. The following financial statements are incorporated by reference in Item 8: [Download Table] Page in 1998 Annual Financial Statements Report to Stockholders ------------------- ------------------------- Independent Auditors' Report 26 Consolidated Balance Sheets as of November 30, 1998 and 1997 28 Consolidated Statements of Earnings for the years ended November 30, 1998, 1997 and 1996 29 Consolidated Statements of Cash Flows for the years ended November 30, 1998, 1997 and 1996 30 Consolidated Statements of Stockholders' Equity for the years ended November 30, 1998, 1997 and 1996 32 Notes to Consolidated Financial Statements 33 2. The following financial statement schedule is included in this Report: [Download Table] Financial Statement Schedule Page in this Report --------------------------- ------------------ Independent Auditors' Report on Schedule 18 II - Valuation and Qualifying Accounts 19 Information required by other schedules has either been incorporated in the financial statements and accompanying notes or is not applicable to the Company. 3. The following exhibits are filed with this Report or incorporated by reference: 3(a). Amended and Restated Certificate of Incorporation, dated April 28, 1998. 3(b). Bylaws - Incorporated by reference to Form 8-K dated October 31, 1997, file number 1-11749. 10(a). Amended and Restated Lennar Corporation 1997 Stock Option Plan - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1997. 10(b). Lennar Corporation 1991 Stock Option Plan - Incorporated by reference to Registration Statement No. 33-45442. 10(c). Lennar Corporation Employee Stock Ownership Plan and Trust - Incorporated by reference to Registration Statement No. 2-89104. 14
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10(d). Amendment dated December 13, 1989 to Lennar Corporation Employee Stock Ownership Plan - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990. 10(e). Lennar Corporation Employee Stock Ownership/401k Trust Agreement dated December 13, 1989 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990. 10(f). Amendment dated April 18, 1990 to Lennar Corporation Employee Stock Ownership/401k Plan - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990. 10(g). Partnership Agreement by and between Lennar Land Partners Sub, Inc. and LNR Land Partners Sub, Inc., dated October 24, 1997 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1997. 10(h). Separation and Distribution Agreement, dated June 10, 1997, between Lennar Corporation and LNR Property Corporation - Incorporated by reference to Registration Statement No. 333-35671. 10(i). Credit Agreement, dated October 31, 1997, by and among Lennar Land Partners and the Lenders named therein and a Guaranty Agreement of Lennar Corporation, dated October 31, 1997 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1997. 10(j). Revolving Credit Agreement (Facilities A and B), dated October 31, 1997, among Lennar Corporation and Certain Subsidiaries and the First National Bank of Chicago, as agent - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1997. 10(k). First Amendment to Revolving Credit Agreement (Facilities A and B) dated January 20, 1998, among Lennar Corporation and Certain Subsidiaries and the First National Bank of Chicago, as agent - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1997. 10(l). Indenture, dated as of March 1, 1994, among Greystone Homes, Inc., Pacific Greystone Corporation, HLDC Acquisition Corp., Stonegrey Corporation, PGC Holdings, Inc., A-M Homes, a California Limited Partnership and U.S. Trust Company of California, N.A., as Trustee, relating to the 10 3/4% Senior Notes due March 1, 2004 of Greystone Homes, Inc. - Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 1996 for Pacific Greystone Corporation (which was acquired by Lennar Corporation on October 31, 1997), file number 1-11749. 10(m). Indenture, dated as of December 31, 1997, between Lennar Corporation and First National Bank of Chicago, as trustee - Incorporated by Reference to Registration Statement No. 333-45527. 10(n). Equity Draw-Down Agreement, dated March 25, 1998, between Lennar Corporation and HSBC James Capel Canada, Inc. 10(o). Voting Agreement, dated June 10, 1997, between Lennar Corporation, Warburg Pincus Investors, L.P. and Pacific Greystone Corporation - Incorporated by reference to Form 8-K dated June 10, 1997, file number 1-11749. 15
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10(p). First Supplemental Indenture, dated as of July 29, 1998, between Lennar Corporation and First National Bank of Chicago, as trustee (relating to Lennar's Zero Coupon Senior Convertible Debentures due 2018) - Incorporated by reference to Form 8-K dated July 24, 1998, file number 1-11749. 13. Pages 18 through 48 of the 1998 Annual Report to Stockholders. 21. List of subsidiaries. 23. Independent Auditors' Consent. 27. Financial Data Schedule. (b) Reports on Form 8-K filed during the quarter ended November 30, 1998. Not applicable. (c) The exhibits to this Report are listed in Item 14(a)3. (d) The financial statement schedules required by Regulation S-X which are excluded from the Annual Report to Stockholders as permitted by Rule 14a-3(b)(1) are listed in Item 14(a)2. 16
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. LENNAR CORPORATION /s/ STUART A. MILLER ----------------------------------------- Stuart A. Miller President, Chief Executive Officer and Director Date: February 25, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: Principal Executive Officer: Stuart A. Miller /s/ STUART A. MILLER President, Chief Executive Officer and Director ---------------------------- Date: February 25, 1999 Principal Financial Officer: Bruce E. Gross /s/ BRUCE E. GROSS Vice President and Chief Financial Officer ---------------------------- Date: February 25, 1999 Principal Accounting Officer: Diane J. Bessette /s/ DIANE J. BESSETTE Controller ---------------------------- Date: February 25, 1999 Directors: Irving Bolotin /s/ IRVING BOLOTIN ---------------------------- Date: February 25, 1999 Jonathan M. Jaffe /s/ JONATHAN M. JAFFE ---------------------------- Date: February 25, 1999 R. Kirk Landon /s/ R. KIRK LANDON ---------------------------- Date: February 25, 1999 Sidney Lapidus /s/ SIDNEY LAPIDUS ---------------------------- Date: February 25, 1999 Reuben S. Leibowitz /s/ REUBEN S. LEIBOWITZ ---------------------------- Date: February 25, 1999 Leonard Miller /s/ LEONARD MILLER ---------------------------- Date: February 25, 1999 Arnold P. Rosen /s/ ARNOLD P. ROSEN ---------------------------- Date: February 25, 1999 Steven J. Saiontz /s/ STEVEN J. SAIONTZ ---------------------------- Date: February 25, 1999 17
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INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Lennar Corporation: We have audited the consolidated financial statements of Lennar Corporation (the "Corporation") as of November 30, 1998 and 1997 and for each of the three years in the period ended November 30, 1998, and have issued our report thereon dated January 8, 1999; such financial statements and report are included in your 1998 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Lennar Corporation, listed in Item 14(a)2. The financial statement schedule is the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Certified Public Accountants Miami, Florida January 8, 1999 18
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[Enlarge/Download Table] LENNAR CORPORATION AND SUBSIDIARIES SCHEDULE II Valuation and Qualifying Accounts Years ended November 30, 1998, 1997 and 1996 Additions --------------------------- Charged Charged Beginning to costs (credited) to Ending Description balance and expenses other accounts (Deductions) balance ------------------------------------------------------ ----------- ------------- -------------- ------------- ----------- Year ended November 30, 1998 Allowances deducted from assets to which they apply: Allowances for doubtful accounts and notes receivable $ 1,952,000 1,505,000 1,091,000 (473,000) 4,075,000 =========== ============ ============== ============= =========== Deferred income and unamortized discounts $ 85,000 -- 146,000 -- 231,000 ============= ============= ============== ============= =========== Loan loss reserve $ 3,531,000 722,000 -- (1,163,000) 3,090,000 ============= ============= ============== ============= =========== Valuation allowance $ 2,176,000 -- 290,000 (563,000) 1,903,000 ============= ============= ============== ============= =========== Deferred tax asset valuation allowance $ 7,659,000 -- -- -- 7,659,000 ============= ============= ============== ============= =========== Year ended November 30, 1997 Allowances deducted from assets to which they apply: Allowances for doubtful accounts and notes receivable $ 3,037,000 552,000 -- (1,637,000)(A) 1,952,000 ============= ============= ============== ============= =========== Deferred income and unamortized discounts $ 601,000 -- -- (516,000)(A) 85,000 ============= ============= ============== ============= =========== Loan loss reserve $ 5,840,000 1,220,000 -- (3,529,000)(A) 3,531,000 ============= ============= ============== ============= =========== Valuation allowance $ 2,745,000 1,119,000 -- (1,688,000) 2,176,000 ============= ============= ============== ============= =========== Deferred tax asset valuation allowance $ -- -- 7,659,000 -- 7,659,000 ============= ============= ============== ============= =========== Year ended November 30, 1996 Allowances deducted from assets to which they apply: Allowances for doubtful accounts and notes receivable $ 2,372,000 1,202,000 97,000 (634,000) 3,037,000 ============= ============= ============== ============= =========== Deferred income and unamortized discounts $ 601,000 116,000 (116,000) -- 601,000 ============= ============= ============== ============= =========== Loan loss reserve $ 3,730,000 2,490,000 896,000 (1,276,000) 5,840,000 ============= ============= ============== ============= =========== Valuation allowance $ 1,286,000 3,341,000 -- (1,882,000) 2,745,000 ============= ============= ============== ============= =========== (A) Includes amounts that were distributed in connection with the spin-off of the commercial real estate investment and management business as follows: [Download Table] Allowances for doubtful accounts and notes receivable $ 739,000 Deferred income and unamortized discounts $ 493,000 Loan loss reserve $1,996,000 19
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EXHIBIT INDEX EXHIBIT DESCRIPTION 3(a). Amended and Restated Certificate of Incorporation, dated April 28, 1998. 10(n). Equity Drawn-Down Agreement, dated March 25, 1998, between Lennar Corporation and HSBC James Capel Canada, Inc. 13. Pages 18 through 48 of the 1998 Annual Report to Stockholders. 21. List of subsidiaries. 23. Independent Auditors' Consent. 27. Financial Data Schedule. 20

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