Lennar Corp 10-Q for FY2024 Q2
Lennar Corp (LEN)
10-Q
2024-06-28
For: 2024-05-31
View Original
Added on
April 06, 2026
About this 10-Q
Lennar Corp filed this 10-Q on June 28, 2024, covering the quarter ended May 31, 2024 (FY2024 Q2).
Headline figures
Quarter ended May 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.77B
- up 9.0% from $8.05B a year earlier
- Net income
- $954.31M
- up 9.5% from net income of $871.69M a year earlier
- Diluted EPS
- $3.45
- up 14.6% from $3.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended May 31, 2024
or
For the Transition Period from _______ To _______
Commission File Number: 1-11749
Lennar Corporation
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(305 ) 559-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☑ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| R | Accelerated filer | ¨ | Emerging growth company | |||||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Common stock outstanding as of May 31, 2024:
Class A 241,703,433
Class B 32,900,618
| LENNAR CORPORATION | ||||||||||||||
| FORM 10-Q | ||||||||||||||
| For the period ended May 31, 2024 | ||||||||||||||
| Part I | ||||||||||||||
| Item 1. | ||||||||||||||
| Item 2. | ||||||||||||||
| Item 3. | ||||||||||||||
| Item 4. | ||||||||||||||
| Part II | ||||||||||||||
| Item 1. | ||||||||||||||
| Item 1A. | ||||||||||||||
| Item 2. | ||||||||||||||
| Item 3 - 4. | ||||||||||||||
| Item 5. | ||||||||||||||
| Item 6. | ||||||||||||||
Part I. Financial Information
Item 1. Financial Statements
Lennar Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
| May 31, | November 30, | ||||||||||
| 2024 (1) | 2023 (1) | ||||||||||
| ASSETS | |||||||||||
| Homebuilding: | |||||||||||
| Cash and cash equivalents | $ | ||||||||||
| Restricted cash | |||||||||||
| Receivables, net | |||||||||||
| Inventories: | |||||||||||
| Finished homes and construction in progress | |||||||||||
| Land and land under development | |||||||||||
| Inventory owned | |||||||||||
| Consolidated inventory not owned | |||||||||||
| Inventory owned and consolidated inventory not owned | |||||||||||
| Deposits and pre-acquisition costs on real estate | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Financial Services | |||||||||||
| Multifamily | |||||||||||
| Lennar Other | |||||||||||
| Total assets | |||||||||||
(1)Under certain provisions of Accounting Standards Codification (“ASC”) Topic 810, Consolidations (“ASC 810”), the Company is required to separately disclose on its condensed consolidated balance sheets the assets owned by consolidated variable interest entities (“VIEs”) and liabilities of consolidated VIEs as to which neither Lennar Corporation, nor any of its subsidiaries, has any obligations.
As of May 31, 2024, total assets include $3.0 billion related to consolidated VIEs of which $73.0 million is included in Homebuilding cash and cash equivalents, $5.9 million in Homebuilding receivables, net, $6.2 million in Homebuilding finished homes and construction in progress, $601.1 million in Homebuilding land and land under development, $75.5 million in Homebuilding deposits and pre-acquisition costs on real estate, $2.2 billion in Homebuilding consolidated inventory not owned, $0.3 million in Homebuilding investments in unconsolidated entities, $22.5 million in Homebuilding other assets and $33.6 million in Multifamily assets.
As of November 30, 2023, total assets include $1.9 billion related to consolidated VIEs of which $22.8 million is included in Homebuilding cash and cash equivalents, $1.8 million in Homebuilding receivables, net, $18.3 million in Homebuilding finished homes and construction in progress, $628.0 million in Homebuilding land and land under development, $55.0 million in Homebuilding deposits and pre-acquisition costs on real estate, $1.2 billion in Homebuilding consolidated inventory not owned, $0.3 million in Homebuilding investments in unconsolidated entities, $23.0 million in Homebuilding other assets and $32.6 million in Multifamily assets.
See accompanying notes to condensed consolidated financial statements.
3
Lennar Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Continued)
(In thousands, except share amounts)
(Unaudited)
| May 31, | November 30, | ||||||||||
| 2024 (2) | 2023 (2) | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Homebuilding: | |||||||||||
| Accounts payable | $ | ||||||||||
| Liabilities related to consolidated inventory not owned | |||||||||||
| Senior notes and other debt payable, net | |||||||||||
| Other liabilities | |||||||||||
| Financial Services | |||||||||||
| Multifamily | |||||||||||
| Lennar Other | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingent liabilities (See Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock | |||||||||||
Class A common stock of $ | |||||||||||
Class B common stock of $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost; May 31, 2024 - | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | ||||||||||
(2)As of May 31, 2024, total liabilities include $2.1 billion related to consolidated VIEs as to which there was no recourse against the Company, of which $56.1 million is included in Homebuilding accounts payable, $2.0 billion in Homebuilding liabilities related to consolidated inventory not owned, $6.0 million in Homebuilding senior notes and other debt payable, $46.7 million in Homebuilding other liabilities, and $0.9 million in Multifamily liabilities.
As of November 30, 2023, total liabilities include $1.2 billion related to consolidated VIEs as to which there was no recourse against the Company, of which $53.7 million is included in Homebuilding accounts payable, $1.1 billion in Homebuilding liabilities related to consolidated inventory not owned, $38.1 million in Homebuilding other liabilities, and $4.1 million in Multifamily liabilities.
See accompanying notes to condensed consolidated financial statements.
4
Lennar Corporation and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Homebuilding | $ | ||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Multifamily | |||||||||||||||||||||||
| Lennar Other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Homebuilding | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Multifamily | |||||||||||||||||||||||
| Lennar Other | |||||||||||||||||||||||
| Corporate general and administrative | |||||||||||||||||||||||
| Charitable foundation contribution | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Equity in losses from unconsolidated entities | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net and other gains (losses) | ( | ||||||||||||||||||||||
| Lennar Other unrealized gains (losses) from technology investments | ( | ( | |||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | |||||||||||||||||||||||
| Less: Net earnings attributable to noncontrolling interests | |||||||||||||||||||||||
| Net earnings attributable to Lennar | $ | ||||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Net unrealized gains on securities available-for-sale | $ | ||||||||||||||||||||||
| Total other comprehensive income, net of tax | $ | ||||||||||||||||||||||
| Total comprehensive income attributable to Lennar | $ | ||||||||||||||||||||||
| Total comprehensive income attributable to noncontrolling interests | $ | ||||||||||||||||||||||
| Basic and diluted earnings per share | $ | ||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
Lennar Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended | |||||||||||
| May 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | $ | ||||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of discount/premium and accretion on debt, net | ( | ||||||||||
| Equity in loss from unconsolidated entities | |||||||||||
| Distributions of earnings from unconsolidated entities | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Gains on redemption/repurchases of senior notes | ( | ( | |||||||||
| Loans held-for-sale unrealized losses | |||||||||||
| Lennar Other unrealized (gains) losses from technology investments and other (gains) losses | |||||||||||
| Gains on sale of other assets | ( | ( | |||||||||
| Valuation adjustments and write-offs of option deposits and pre-acquisition costs on real estate, and other assets | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Decrease in receivables | |||||||||||
| (Increase) decrease in inventories, excluding valuation adjustments | ( | ||||||||||
| Increase in deposits and pre-acquisition costs on real estate | ( | ( | |||||||||
| Decrease (increase) in other assets | ( | ||||||||||
| Decrease in loans held-for-sale | |||||||||||
| Decrease in accounts payable and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Net additions of operating properties and equipment | ( | ( | |||||||||
| Proceeds from the sale of other assets | |||||||||||
| Investments in and contributions to unconsolidated entities | ( | ( | |||||||||
| Distributions of capital from unconsolidated entities | |||||||||||
| Decrease in Financial Services loans held-for-investment | |||||||||||
| Purchases of investment securities | ( | ( | |||||||||
| Proceeds from maturities/sales of investment securities | |||||||||||
| Net cash used in investing activities | $ | ( | ( | ||||||||
See accompanying notes to condensed consolidated financial statements.
6
Lennar Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(In thousands)
(Unaudited)
| Six Months Ended | ||||||||||||||
| May 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Net repayments under warehouse facilities | $ | ( | ( | |||||||||||
| Redemption/repurchases of senior notes | ( | ( | ||||||||||||
| Principal payments on notes payable and other borrowings | ( | ( | ||||||||||||
| Proceeds from liabilities related to consolidated inventory not owned | ||||||||||||||
| Proceeds from other borrowings | ||||||||||||||
| Payments related to liabilities related to consolidated inventory not owned | ( | ( | ||||||||||||
| Payments related to other liabilities, net | ( | ( | ||||||||||||
| Receipts related to noncontrolling interests | ||||||||||||||
| Payments related to noncontrolling interests | ( | ( | ||||||||||||
| Common stock: | ||||||||||||||
| Repurchases | ( | ( | ||||||||||||
| Dividends | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | |||||||||||||
| Summary of cash and cash equivalents and restricted cash: | ||||||||||||||
| Homebuilding | $ | |||||||||||||
| Financial Services | ||||||||||||||
| Multifamily | ||||||||||||||
| Lennar Other | ||||||||||||||
| Homebuilding restricted cash | ||||||||||||||
| Financial Services restricted cash | ||||||||||||||
| $ | ||||||||||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||||||||
| Homebuilding: | ||||||||||||||
| Purchases of inventories and other assets financed by sellers | $ | |||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1)Basis of Presentation
Basis of Consolidation
Seasonality
The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The condensed consolidated statements of operations for the three and six months ended May 31, 2024 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Homebuilding cash and cash equivalents as of May 31, 2024 and November 30, 2023 included $482.0 million and $594.8 million, respectively, of cash held in escrow for approximately two days .
Share-based Payments
During both the three months ended May 31, 2024 and 2023, the Company granted employees an immaterial number of nonvested shares. During the six months ended May 31, 2024 and 2023, the Company granted employees 1.3 million and 2.0 million of nonvested shares, respectively.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 (“ASU 2023-09”) Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and does not expect it to have a material effect on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company is currently reviewing the impact that the adoption of ASU 2023-07 may have on its condensed consolidated financial statements and disclosures.
Reclassifications
8
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(2) Operating and Reporting Segments
The Company's homebuilding operations construct and sell homes primarily for first-time, move-up and active adult homebuyers primarily under the Lennar brand name. In addition, the Company's homebuilding operations purchase, develop and sell land to third parties. The Company's chief operating decision makers manage and assess the Company’s performance at a regional level. Therefore, the Company performed an assessment of its operating segments in accordance with ASC 280, Segment Reporting, and determined that the following are its operating and reportable segments:
Homebuilding segments: (1) East (2) Central (3) Texas (4) West
(5) Financial Services
(6) Multifamily
(7) Lennar Other
The assets and liabilities related to the Company’s segments were as follows:
| (In thousands) | May 31, 2024 | ||||||||||||||||||||||||||||
| Assets: | Homebuilding | Financial Services | Multifamily | Lennar Other | Total | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | ||||||||||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||||||||
| Receivables, net (1) | |||||||||||||||||||||||||||||
| Inventory owned and consolidated inventory not owned | |||||||||||||||||||||||||||||
| Deposits and pre-acquisition costs on real estate | |||||||||||||||||||||||||||||
| Investments in unconsolidated entities | |||||||||||||||||||||||||||||
| Loans held-for-sale (2) | |||||||||||||||||||||||||||||
| Investments in equity securities (3) | |||||||||||||||||||||||||||||
| Investments available-for-sale (4) | |||||||||||||||||||||||||||||
| Loans held-for-investment, net | |||||||||||||||||||||||||||||
| Investments held-to-maturity | |||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Notes and other debt payable, net | $ | ||||||||||||||||||||||||||||
| Accounts payable, liabilities related to consolidated inventory not owned and other liabilities | |||||||||||||||||||||||||||||
| Total liabilities | $ | ||||||||||||||||||||||||||||
9
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
| (In thousands) | November 30, 2023 | ||||||||||||||||||||||||||||
| Assets: | Homebuilding | Financial Services | Multifamily | Lennar Other | Total | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | ||||||||||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||||||||
| Receivables, net (1) | |||||||||||||||||||||||||||||
| Inventory owned and consolidated inventory not owned | |||||||||||||||||||||||||||||
| Deposits and pre-acquisition costs on real estate | |||||||||||||||||||||||||||||
| Investments in unconsolidated entities | |||||||||||||||||||||||||||||
| Loans held-for-sale (2) | |||||||||||||||||||||||||||||
| Investments in equity securities (3) | |||||||||||||||||||||||||||||
| Investments available-for-sale (4) | |||||||||||||||||||||||||||||
| Loans held-for-investment, net | |||||||||||||||||||||||||||||
| Investments held-to-maturity | |||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Notes and other debt payable, net | $ | ||||||||||||||||||||||||||||
| Accounts payable, liabilities related to consolidated inventory not owned and other liabilities | |||||||||||||||||||||||||||||
| Total liabilities | $ | ||||||||||||||||||||||||||||
(1)Receivables, net for Financial Services primarily related to loans sold to investors for which the Company had not yet been paid as of May 31, 2024 and November 30, 2023, respectively.
(2)Loans held-for-sale related to unsold residential and commercial loans carried at fair value.
(3)Investments in equity securities include investments of $145.0 million and $121.0 million without readily available fair values as of May 31, 2024 and November 30, 2023, respectively.
(4)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.
Financial information relating to the Company’s segments was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Homebuilding | $ | ||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Multifamily | |||||||||||||||||||||||
| Lennar Other | |||||||||||||||||||||||
| $ | |||||||||||||||||||||||
| Earnings (loss) before income taxes: | |||||||||||||||||||||||
| Homebuilding | $ | ||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Multifamily | ( | ( | ( | ( | |||||||||||||||||||
| Lennar Other | ( | ( | ( | ( | |||||||||||||||||||
| Corporate and Unallocated (1) | ( | ( | ( | ( | |||||||||||||||||||
| $ | |||||||||||||||||||||||
(1)Corporate and unallocated consists primarily of corporate general and administrative expenses and charitable foundation contributions.
10
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Homebuilding Segments
Information about homebuilding activities in states which are not economically similar to other states in the same geographic areas 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, other revenues from management fees and forfeited deposits, equity in earnings (loss) from unconsolidated entities and other income (expense), net, less the cost of homes sold and land sold, and selling, general and administrative expenses incurred by the segment. Homebuilding Other also includes management of a fund that acquires single-family homes and holds them as rental properties.
The Company’s reportable Homebuilding segments and all other homebuilding operations not required to be reported separately have homebuilding divisions located in:
East: Alabama, Florida, New Jersey and Pennsylvania
Central: Georgia, Illinois, Indiana, Maryland, Minnesota, North Carolina, South Carolina, Tennessee, and Virginia
Texas: Texas
West: Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah and Washington
Other: Urban divisions and other homebuilding related investments primarily in California, including FivePoint Holdings, LLC (“FivePoint”)
The assets related to the Company’s homebuilding segments were as follows:
| May 31, | November 30, | ||||||||||
| 2024 | 2023 | ||||||||||
| (In thousands) | |||||||||||
| East | $ | ||||||||||
| Central | |||||||||||
| Texas | |||||||||||
| West | |||||||||||
| Other | |||||||||||
| Corporate and Unallocated | |||||||||||
| Total Homebuilding | $ | ||||||||||
Financial information relating to the Company’s homebuilding segments was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| East | $ | ||||||||||||||||||||||
| Central | |||||||||||||||||||||||
| Texas | |||||||||||||||||||||||
| West | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | |||||||||||||||||||||||
| Operating earnings (loss) | |||||||||||||||||||||||
| East | $ | ||||||||||||||||||||||
| Central | |||||||||||||||||||||||
| Texas | |||||||||||||||||||||||
| West | |||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| $ | |||||||||||||||||||||||
11
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Financial Services
Operations of the Financial Services segment include mortgage financing, title and closing services primarily for buyers of the Company’s homes. They also include originating and selling into securitizations commercial mortgage loans through its LMF Commercial business. Financial Services’ operating earnings consist of revenues generated primarily from mortgage financing, title and closing services, and sales of property and casualty insurance, less the cost of such services and certain selling, general and administrative expenses incurred by the segment. The Financial Services segment operates generally in the same states as the Company’s homebuilding operations.
At May 31, 2024, the Financial Services segment had warehouse facilities which were all 364 -day repurchase facilities and were used to fund residential mortgages or commercial mortgages for LMF Commercial as follows:
| Maximum Aggregate Commitment | |||||||||||||||||
| (In thousands) | Committed Amount | Uncommitted Amount | Total | ||||||||||||||
| Residential facilities maturing: | |||||||||||||||||
| June 2024 (1) | $ | ||||||||||||||||
| June 2024 (2) | |||||||||||||||||
| July 2024 | — | ||||||||||||||||
| September 2024 | |||||||||||||||||
| April 2025 | |||||||||||||||||
| Total residential facilities | $ | ||||||||||||||||
| LMF commercial facilities maturing: | |||||||||||||||||
| December 2024 | — | ||||||||||||||||
| January 2025 | — | ||||||||||||||||
| Total LMF commercial facilities | $ | — | |||||||||||||||
| Total | $ | ||||||||||||||||
(1)Subsequent to May 31, 2024, the maturity date was extended to July 2024.
(2)Subsequent to May 31, 2024, the maximum aggregate committed and uncommitted commitment was reduced to $75
The Financial Services segment uses residential mortgage loan warehouse facilities to finance its residential 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. The LMF Commercial facilities finance LMF Commercial loan originations and securitization activities and were secured by up to 80 % interests in the originated commercial loans financed.
Borrowings and collateral under the facilities were as follows:
| (In thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| Borrowings under the residential facilities | $ | ||||||||||
Collateral under the residential facilities | |||||||||||
Borrowings under the LMF Commercial facilities | |||||||||||
If the facilities are not renewed or replaced, the borrowings under the lines of credit will be repaid 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 Financial Services segment would have to use cash from operations and other funding sources to finance its lending activities.
Substantially all of the residential loans the 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. Purchasers sometimes try to defray 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 residential mortgage industry and the uncertainty regarding the ultimate resolution of these
12
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
claims, if either actual repurchases or the losses incurred resolving those repurchases exceed the Company’s expectations, additional recourse expense may be incurred. The provision for loan losses was immaterial for both the three and six months ended May 31, 2024 and 2023. Loan origination liabilities were $18.3 million and $17.6 million as of May 31, 2024 and November 30, 2023, respectively, and included in Financial Services’ liabilities in the Company's condensed consolidated balance sheets.
LMF Commercial - loans held-for-sale
LMF Commercial originated commercial loans as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Originations (1) | $ | ||||||||||||||||||||||
| Sold | |||||||||||||||||||||||
| Securitizations | |||||||||||||||||||||||
(1)During both the three and six months ended May 31, 2024 and 2023, the commercial loans originated were recorded as loans held-for-sale, which are held at fair value.
Investments held-to-maturity
At May 31, 2024 and November 30, 2023, the Financial Services segment held commercial mortgage-backed securities (“CMBS”). These securities are classified as held-to-maturity based on the segment's intent and ability to hold the securities until maturity and changes in estimated cash flows are reviewed periodically to determine if an other-than-temporary impairment has occurred. Based on the segment’s assessment, no
Details related to Financial Services' CMBS were as follows:
| (Dollars in thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| Carrying value | $ | ||||||||||
| Outstanding debt, net of debt issuance costs | |||||||||||
| Incurred interest rate | |||||||||||
| May 31, 2024 | |||||||||||
| Discount rates at purchase | — | ||||||||||
| Coupon rates | — | ||||||||||
| Distribution dates | October 2027 | — | December 2028 | ||||||||
| Stated maturity dates | October 2050 | — | December 2051 | ||||||||
Multifamily
The Company is actively involved, primarily through unconsolidated funds and joint ventures, in the development, construction and property management of multifamily rental properties. The Multifamily segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.
The Multifamily Segment (i) manages, and owns interests in, funds that are engaged in the development of multifamily residential communities with the intention of holding the newly constructed and occupied properties as income and fee generating assets, and (ii) manages, and owns interests in, joint ventures that are engaged in the development of multifamily residential communities, in most instances with the intention of selling them when they are built and substantially occupied. The multifamily business is a vertically integrated platform with capabilities spanning development, construction, property management, asset management, and capital markets. Revenues are generated from the sales of land, from construction activities, and management and promote fees generated from joint ventures less the cost of sales of land sold, expenses related to construction activities and general and administrative expenses. Operations of the Multifamily Segment also include equity in earnings (loss) from unconsolidated entities other gains (which includes sales of buildings and investments).
13
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Lennar Other
Lennar Other primarily includes strategic investments in technology companies, primarily managed by the Company's LENX subsidiary, and fund interests the Company retained when it sold the Rialto Capital Management (“Rialto”) asset and investment management platform. Operations of the Lennar Other segment include operating earnings (loss) consisting of revenues generated primarily from the Company's share of carried interests in the Rialto fund investments, along with equity in earnings (loss) from the Rialto fund investments and technology investments, realized and unrealized gains (losses) from investments in equity securities and other income (expense), net from the remaining assets related to the Company's former Rialto segment.
The Company has investments in Blend Labs, Inc. (“Blend Labs”), Hippo Holdings, Inc. (“Hippo”), Opendoor Technologies, Inc. (“Opendoor”), SmartRent, Inc. (“SmartRent”), Sonder Holdings, Inc. (“Sonder”) and Sunnova Energy International, Inc. (“Sunnova”), which are held at market and the carrying value of which will therefore change depending on the value of the Company's shareholdings in those entities on the last day of each quarter. All the investments are accounted for as investments in equity securities which are held at fair value and the changes in fair values are recognized through earnings. The following is a detail of Lennar Other unrealized gains (losses) from mark-to-market adjustments on the Company's technology investments:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Blend Labs (BLND) | $ | ( | ( | ||||||||||||||||||||
| Hippo (HIPO) | ( | ||||||||||||||||||||||
| Opendoor (OPEN) | ( | ( | |||||||||||||||||||||
| SmartRent (SMRT) | ( | ( | |||||||||||||||||||||
| Sonder (SOND) | ( | ( | ( | ||||||||||||||||||||
| Sunnova (NOVA) | ( | ( | ( | ||||||||||||||||||||
| Lennar Other unrealized gains (losses) from technology investments | $ | ( | ( | ||||||||||||||||||||
Doma Holdings, Inc. (“Doma”), which went public during the year ended November 30, 2021, is an investment that was accounted for under the equity method due to the Company's significant ownership interest of 25 % of Doma which allowed the Company to exercise significant influence. As of May 31, 2024, the Company’s carrying value in Doma was zero as a result of allocated losses from Doma.
(3)Investments in Unconsolidated Entities
Homebuilding Unconsolidated Entities
The investments in the Company's Homebuilding unconsolidated entities were as follows:
| (In thousands) | May 31, 2024 | November 30, 2023 | ||||||||||||
| Investments in unconsolidated entities (1) (2) | $ | |||||||||||||
| Underlying equity in unconsolidated entities' net assets (1) | ||||||||||||||
(1)The basis difference was primarily as a result of the Company contributing its investment in three strategic joint ventures with a higher fair value than book value for an investment in FivePoint.
(2)Included in the Company's recorded investments in Homebuilding unconsolidated entities is the Company's 40 % ownership of FivePoint. As of May 31, 2024 and November 30, 2023, the carrying amount of the Company's investment was $448.1 million and $422.2 million, respectively.
As of May 31, 2024 and November 30, 2023, the Homebuilding segment's unconsolidated entities had non-recourse debt with completion guarantees of $279.3 million and $316.5 million, respectively.
The Company has an immaterial amount of recourse exposure to debt of the Homebuilding unconsolidated entities in which it has investments. While the Company sometimes guarantees debt of unconsolidated entities, in most instances the Company’s partners have also guaranteed that debt and are required to contribute their shares of any payments. In most instances, the amount of guaranteed debt of an unconsolidated entity is less than the value of the collateral securing it.
As of both May 31, 2024 and November 30, 2023, the fair values of the repayment guarantees, maintenance guarantees, and completion guarantees were not material. The Company believes that as of May 31, 2024, in the event it becomes legally obligated to perform under a guarantee of the obligation of a Homebuilding unconsolidated entity due to a triggering event under a guarantee, the collateral would be sufficient to repay at least a significant portion of the obligation or the Company and its partners would contribute additional capital into the venture. In certain instances, the Company has placed performance letters of credit and surety bonds with municipalities with regard to obligations of its joint ventures (see Note 7 of the Notes to Condensed Consolidated Financial Statements). The details related to these are unchanged from the disclosure in the
14
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Company's Notes to the Financial Statements section in its Annual Report on Form 10-K for the year ended November 30, 2023.
In 2021, the Company formed the Upward America Venture LP (“Upward America”), and is managing and participating in Upward America. Upward America is an investment fund that acquires new single-family homes in high growth markets across the United States and rents them to the people who will live in them. Upward America is expected to raise equity commitments totaling $1.0 billion. The commitments are primarily from institutional investors, including $78 million committed by Lennar. As of May 31, 2024 and November 30, 2023, the carrying amount of the Company's investment in Upward America was $16.4 million and $14.8 million, respectively.
Multifamily Unconsolidated Entities
The unconsolidated joint ventures in which the Multifamily segment has investments usually finance their activities with a combination of partner equity and debt financing. In connection with many of the bank loans to the Multifamily unconsolidated joint ventures, the Company (or entities related to them) have been required to give guarantees of completion and cost over-runs to the lenders and partners. The details related to these are unchanged from the disclosure in the Company's Notes to the Financial Statements section in its Annual Report on Form 10-K for the year ended November 30, 2023. As of both May 31, 2024 and November 30, 2023, the fair value of the completion guarantees was immaterial. As of May 31, 2024 and November 30, 2023, the Multifamily segment's unconsolidated entities had non-recourse debt with completion guarantees of $834.2 million and $1.4 billion, respectively.
In many instances, the Multifamily segment is appointed as the construction, development and property manager for its Multifamily unconsolidated entities and receives fees for performing this function. Each Multifamily real estate investment trust, JV and fund has unilateral decision-making rights related to development and other sales activity through its executive committee or asset management committee. The Multifamily segment also provides general contractor services for construction of some of the rental properties owned by unconsolidated entities in which the Company has investments. In some situations, the Multifamily segment sells land to various joint ventures and funds. The details of the activity were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (In thousands) | May 31, 2024 | May 31, 2023 | May 31, 2024 | May 31, 2023 | |||||||||||||||||||
| General contractor services, net of deferrals | $ | ||||||||||||||||||||||
| General contractor costs | |||||||||||||||||||||||
| Management fee income, net of deferrals | |||||||||||||||||||||||
The Multifamily segment includes managing and investing in Multifamily Venture Fund I (“LMV I”), Multifamily Venture Fund II LP (“LMV II”) and Canada Pension Plan Investments Fund (the “CPPIB Fund”), which are long-term multifamily development investment vehicles involved in the development, construction and property management of class-A multifamily assets. The Multifamily segment completed the closing of the CPPIB Fund. The Multifamily segment expects the CPPIB Fund to have almost $1.0 billion in equity and Lennar's ownership percentage in the CPPIB Fund is 4 %. As of May 31, 2024, the Company had a $24.6 million investment in the CPPIB Fund. Additional dollars will be committed as opportunities are identified by the CPPIB Fund.
Details of LMV I and LMV II as of and during the six months ended May 31, 2024 are included below:
| May 31, 2024 | |||||||||||
| (In thousands) | LMV I | LMV II | |||||||||
| Lennar's carrying value of investments | $ | ||||||||||
| Equity commitments | |||||||||||
| Equity commitments called | |||||||||||
| Lennar's equity commitments | |||||||||||
| Lennar's equity commitments called | |||||||||||
| Lennar's remaining commitments (1) | |||||||||||
| Distributions to Lennar during the six months ended May 31, 2024 | |||||||||||
Currently, the LMV I partners have decided to liquidate and sell substantially all of the individual project rental operations of LMV I in the second half of fiscal 2024. Some of those assets were sold in June 2024. As of May 31, 2024, the Company's net investment in LMV I was $162.9 million.
Other Unconsolidated Entities
Lennar Other's unconsolidated entities include fund investments the Company retained when it sold the Rialto assets and investment management platform in 2018, as well as strategic investments in technology companies and investment funds. The
15
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Company's investment in the Rialto funds totaled $146.9 million and $148.7 million as of May 31, 2024 and November 30, 2023, respectively. In addition, the Company is entitled to a portion of the carried interest distributions by those funds. The Company also had strategic technology investments in unconsolidated entities and investment funds with a carrying value of $203.7 million and $127.5 million, as of May 31, 2024 and November 30, 2023, respectively. In addition, during both the three and six months ended May 31, 2024, there was a $46.5
(4)Stockholders' Equity
The following tables reflect the changes in equity attributable to both Lennar Corporation and the noncontrolling interests of its consolidated subsidiaries in which it has less than a 100% ownership interest for the three and six months ended May 31, 2024 and 2023:
| Three Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total Equity | Class A Common Stock | Class B Common Stock | Additional Paid - in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| Balance at February 29, 2024 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Employee stock and directors plans | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
Amortization of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends | ( | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
Receipts related to noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Payments related to noncontrolling interests | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Non-cash purchase or activity of noncontrolling interests, net | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total Equity | Class A Common Stock | Class B Common Stock | Additional Paid - in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2023 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Employee stock and directors plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
Amortization of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends | ( | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
Receipts related to noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Non-cash purchase or activity of noncontrolling interests, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2023 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
16
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
| Six Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total Equity | Class A Common Stock | Class B Common Stock | Additional Paid - in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| Balance at November 30, 2023 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Employee stock and directors plans | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
Amortization of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends | ( | — | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||
Receipts related to noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Payments related to noncontrolling interests | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Non-cash purchase or activity of noncontrolling interests, net | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total Equity | Class A Common Stock | Class B Common Stock | Additional Paid - in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||
| Balance at November 30, 2022 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (including net earnings attributable to noncontrolling interests) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Employee stock and directors plans | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
Amortization of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends | ( | — | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||
Receipts related to noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Payments related to noncontrolling interests | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Non-cash purchase or activity of noncontrolling interests, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2023 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
On June 20, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.50 0.50 0.375
In January 2024, the Company's Board of Directors authorized an increase to its stock repurchase program to enable it to repurchase up to an additional $5 billion in value of its outstanding Class A or Class B common stock. Repurchases are authorized to be made in open-market or private transactions. The repurchase authorization has no expiration date. The following table sets forth the repurchases of the Company's Class A and Class B common stock under the authorized repurchase programs:
| Three Months Ended May 31, | Six Months Ended May 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands, except price per share amounts) | Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased | |||||||||||||||||||||||||||||||||||||||||||||||
| Total purchase price | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Average price per share | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
17
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(5)Income Taxes
The provision for income taxes and effective tax rate were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Provision for income taxes | $ | ||||||||||||||||||||||
| Effective tax rate (1) | % | % | |||||||||||||||||||||
(1)For both the three and six months ended May 31, 2024 and 2023, the effective tax rate included state income tax expense and non-deductible executive compensation, partially offset by energy efficient home and solar tax credits.
(6)Earnings Per Share
Basic earnings per share is computed by dividing net earnings attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.
All outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings. The Company’s restricted common stock (“nonvested shares”) is considered participating securities.
Basic and diluted earnings per share were calculated as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings attributable to Lennar | $ | ||||||||||||||||||||||
| Less: distributed earnings allocated to nonvested shares | |||||||||||||||||||||||
| Less: undistributed earnings allocated to nonvested shares | |||||||||||||||||||||||
| Numerator for basic and diluted earnings per share | |||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic and diluted earnings per share - weighted average common shares outstanding | |||||||||||||||||||||||
| Basic and diluted earnings per share | $ | ||||||||||||||||||||||
For both the three and six months ended May 31, 2024 and May 31, 2023, there were no
(7)Homebuilding Senior Notes and Other Debt Payable
| (Dollars in thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| $ | |||||||||||
| Mortgage notes on land and other debt | |||||||||||
| $ | |||||||||||
(1)During both the three and six months ended May 31, 2024, the Company repurchased $100
The carrying amounts of the senior notes in the table above are net of debt issuance costs of $3.0 million and $4.2 million as of May 31, 2024 and November 30, 2023, respectively.
18
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
In April 2024, the Company redeemed $454 million aggregate principal amount of its 4.50 % senior notes due April 2024. The redemption price, which was paid in cash, was 100 % of the principal amount outstanding.
In April 2024, $350 million of the Company's unsecured revolving credit facility matured.
The maximum available borrowings on the Company's unsecured revolving credit facility (the “Credit Facility”) were as follows:
| (In thousands) | May 31, 2024 | |||||||
| Commitments - maturing in May 2027 | $ | |||||||
| Accordion feature | ||||||||
| Total maximum borrowings capacity | $ | |||||||
The proceeds available under the Credit Facility, which are subject to specified conditions for borrowing, may be used for working capital and general corporate purposes. The Credit Facility also provides that up to $500 million in commitments may be used for letters of credit. The maturity, debt covenants and details of the Credit Facility are unchanged from the disclosure in the Company's Financial Condition and Capital Resources section in its Annual Report on Form 10-K for the year ended November 30, 2023. In addition to the Credit Facility, the Company has other letter of credit facilities with different financial institutions.
The Company's processes for posting performance and financial letters of credit and surety bonds are unchanged from the disclosure in the Company's Financial Condition and Capital Resources section in its Annual Report on Form 10-K for the year ended November 30, 2023. The Company's outstanding letters of credit and surety bonds are disclosed below:
| (In thousands) | May 31, 2024 | November 30, 2023 | ||||||||||||
| Performance letters of credit | $ | |||||||||||||
| Financial letters of credit | ||||||||||||||
| Surety bonds | ||||||||||||||
| Anticipated future costs primarily for site improvements related to performance surety bonds | ||||||||||||||
(8)Financial Instruments and Fair Value Disclosures
The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company at May 31, 2024 and November 30, 2023, using available market information and what the Company believes to be appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies might have a material effect on the estimated fair value amounts. The table excludes cash and cash equivalents, restricted cash, receivables, net and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
| May 31, 2024 | November 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial Services: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans held-for-investment, net | Level 3 | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Investments held-to-maturity | Level 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Homebuilding senior notes and other debt payable, net | Level 2 | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Financial Services notes and other debt payable, net | Level 2 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Multifamily notes payable, net | Level 2 | |||||||||||||||||||||||||||||||||||||||||||||||||
The following methods and assumptions are used by the Company in estimating fair values:
Financial Services - The fair values above are based on quoted market prices, if available. The fair values for instruments that do not have quoted market prices are estimated by the Company on the basis of discounted cash flows or other financial information. For notes and other debt payable, the fair values approximate their carrying value due to variable interest pricing terms and the short-term nature of the majority of the borrowings.
19
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Homebuilding - For senior notes and other debts payable, the fair value of fixed-rate borrowings is primarily based on quoted market prices and the fair value of variable-rate borrowings is based on expected future cash flows calculated using current market forward rates.
Multifamily - For notes payable, the fair values approximate their carrying value due to variable interest pricing terms and the short-term nature of the borrowings.
Fair Value Measurements:
GAAP provides a framework for measuring fair value, expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value summarized as follows:
Level 1: Fair value determined based on quoted prices in active markets for identical assets.
Level 2: Fair value determined using significant other observable inputs.
Level 3: Fair value determined using significant unobservable inputs.
The Company’s financial instruments measured at fair value on a recurring basis are summarized below:
| Fair Value Hierarchy | Fair Value at | ||||||||||||||||
| (In thousands) | May 31, 2024 | November 30, 2023 | |||||||||||||||
| Financial Services Assets: | |||||||||||||||||
| Residential loans held-for-sale | Level 2 | $ | |||||||||||||||
| LMF Commercial loans held-for-sale | Level 3 | ||||||||||||||||
| Mortgage servicing rights | Level 3 | ||||||||||||||||
| Forward options | Level 1 | ||||||||||||||||
| Lennar Other Assets: | |||||||||||||||||
| Investments in equity securities | Level 1 | $ | |||||||||||||||
| Investments available-for-sale | Level 3 | ||||||||||||||||
Residential and LMF Commercial loans held-for-sale in the table above include:
| May 31, 2024 | November 30, 2023 | ||||||||||||||||||||||||||||||||||
| (In thousands) | Aggregate Principal Balance | Change in Fair Value | Aggregate Principal Balance | Change in Fair Value | |||||||||||||||||||||||||||||||
| Residential loans held-for-sale | $ | ( | ( | ||||||||||||||||||||||||||||||||
LMF Commercial loans held-for-sale | ( | ( | |||||||||||||||||||||||||||||||||
Financial Services residential loans held-for-sale - Fair value is based on independent quoted market prices, where available, or the prices for other mortgage whole loans with similar characteristics. The Company recognizes the fair value of its rights to service a mortgage loan as revenue upon entering into an interest rate lock loan commitment with a borrower. The fair value of these are included in Financial Services’ loans held-for-sale as of May 31, 2024 and November 30, 2023. Fair value of servicing rights is determined based on actual sales of servicing rights on loans with similar characteristics.
LMF Commercial loans held-for-sale - The fair value of commercial loans held-for-sale is calculated from model-based techniques that use discounted cash flow assumptions and the Company’s own estimates of CMBS spreads, market interest rate movements and the underlying loan credit quality. The details and methods of the calculation are unchanged from the fair value disclosure in the Company's Notes to the Financial Statements section in its Annual Report on Form 10-K for the year ended November 30, 2023. These methods use unobservable inputs in estimating a discount rate that is used to assign a value to each loan. While the cash payments on the loans are contractual, the discount rate used and assumptions regarding the relative size of each class in the CMBS capital structure can significantly impact the valuation. Therefore, the estimates used could differ materially from the fair value determined when the loans are sold to a securitization trust.
Mortgage servicing rights - Financial Services records mortgage servicing rights when it sells loans on a servicing-retained basis or through the acquisition or assumption of the right to service a financial asset. The fair value of the mortgage servicing rights is calculated using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and delinquency rates and are noted below:
20
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
| As of May 31, 2024 | As of November 30, 2023 | ||||||||||
| Unobservable inputs: | |||||||||||
| Mortgage prepayment rate | |||||||||||
| Discount rate | |||||||||||
| Delinquency rate | |||||||||||
Forward options - Fair value of forward options is based on independent quoted market prices for similar financial instruments. The fair value of these are included in Financial Services' other assets and the Company recognizes the changes in the fair value of the premium paid as Financial Services' Revenue.
Lennar Other investments in equity securities - The fair value of investments in equity securities was calculated based on independent quoted market prices. The Company’s investments in equity securities were recorded at fair value with all changes in fair value recorded to Lennar Other unrealized gains (losses) from technology investments on the Company’s condensed consolidated statements of operations and comprehensive income.
Lennar Other investments available-for-sale - The fair value of investments available-for-sale is calculated from model-based techniques that use discounted cash flow assumptions and the Company’s own estimates of CMBS spreads, market interest rate movements and the underlying loan credit quality. Loan values are calculated by allocating the change in value of an assumed CMBS capital structure to each loan. The value of an assumed CMBS capital structure is calculated, generally, by discounting the cash flows associated with each CMBS class at market interest rates and at the Company’s own estimate of CMBS spreads.
The changes in fair values for Level 1 and Level 2 financial instruments measured on a recurring basis are shown below by financial instrument and financial statement line item:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Changes in fair value included in Financial Services revenues: | |||||||||||||||||||||||
| Loans held-for-sale | $ | ( | ( | ||||||||||||||||||||
| Mortgage loan commitments | ( | ( | ( | ||||||||||||||||||||
| Forward contracts | ( | ( | |||||||||||||||||||||
| Forward options | ( | ( | ( | ( | |||||||||||||||||||
| Changes in fair value included in Lennar Other unrealized gains (losses) from technology investments: | |||||||||||||||||||||||
| Investments in equity securities | $ | ( | ( | ||||||||||||||||||||
| Changes in fair value included in other comprehensive income, net of tax: | |||||||||||||||||||||||
| Lennar Other investments available-for-sale | $ | ||||||||||||||||||||||
Interest on Financial Services loans held-for-sale and LMF Commercial loans held-for-sale measured at fair value is calculated based on the interest rate of the loans and recorded as revenues in the Financial Services’ statement of operations.
21
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
The following table sets forth the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements in the Company's Financial Services segment:
| Three Months Ended May 31, | ||||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||||
| (In thousands) | Mortgage servicing rights | LMF Commercial loans held-for-sale | Mortgage servicing rights | LMF Commercial loans held-for-sale | ||||||||||||||||||||||
| Beginning balance | $ | |||||||||||||||||||||||||
| Purchases/loan originations | ||||||||||||||||||||||||||
| Sales/loan originations sold, including those not settled | ( | ( | ||||||||||||||||||||||||
| Disposals/settlements | ( | ( | ||||||||||||||||||||||||
| Changes in fair value (1) | ( | ( | ||||||||||||||||||||||||
| Interest and principal paydowns | ( | |||||||||||||||||||||||||
| Ending balance | $ | |||||||||||||||||||||||||
| Six Months Ended May 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | Mortgage servicing rights | LMF Commercial loans held-for-sale | Mortgage servicing rights | LMF Commercial loans held-for-sale | |||||||||||||||||||
| Beginning balance | $ | ||||||||||||||||||||||
| Purchases/loan originations | |||||||||||||||||||||||
| Sales/loan originations sold, including those not settled | ( | ( | |||||||||||||||||||||
| Disposals/settlements | ( | ( | |||||||||||||||||||||
| Changes in fair value (1) | ( | ( | ( | ||||||||||||||||||||
| Interest and principal paydowns | ( | ||||||||||||||||||||||
| Ending balance | $ | ||||||||||||||||||||||
(1)Changes in fair value for LMF Commercial loans held-for-sale and Financial Services mortgage servicing rights are included in Financial Services' revenues.
The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded valuation adjustments and write-offs. The fair values included in the table below represent only those assets whose carrying values were adjusted to fair value during the respective periods disclosed. The assets measured at fair value on a nonrecurring basis are summarized below:
| Three Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Fair Value Hierarchy | Carrying Value | Fair Value | Total Losses, Net (1) | Carrying Value | Fair Value | Total Losses, Net (1) | ||||||||||||||||||||||||||||||||||
| Non-financial assets - Homebuilding: | |||||||||||||||||||||||||||||||||||||||||
| Finished homes and construction in progress (2) | Level 3 | $ | ( | ( | |||||||||||||||||||||||||||||||||||||
| Land and land under development (2) | Level 3 | ( | |||||||||||||||||||||||||||||||||||||||
| Deposits and pre-acquisition costs on real estate (3) | Level 3 | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Investments in unconsolidated entities (4) | Level 3 | ( | |||||||||||||||||||||||||||||||||||||||
| Six Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Fair Value Hierarchy | Carrying Value | Fair Value | Total Losses, Net (1) | Carrying Value | Fair Value | Total Losses, Net (1) | ||||||||||||||||||||||||||||||||||
| Non-financial assets - Homebuilding: | |||||||||||||||||||||||||||||||||||||||||
| Finished homes and construction in progress (2) | Level 3 | $ | ( | ( | |||||||||||||||||||||||||||||||||||||
| Land and land under development (2) | Level 3 | ( | |||||||||||||||||||||||||||||||||||||||
| Deposits and pre-acquisition costs on real estate (3) | Level 3 | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Investments in unconsolidated entities (4) | Level 3 | ( | |||||||||||||||||||||||||||||||||||||||
(1)Represents losses due to valuation adjustments and deposit and pre-acquisition write-offs recorded during the respective periods.
(2)Valuation adjustments for finished homes and construction in progress, and land and land under development were included in Homebuilding costs and expenses.
22
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(3)Forfeited deposits and write-off of pre-acquisition costs on real estate were included in Homebuilding costs and expenses in the Company's condensed consolidated statements of operations and comprehensive income for the three and six months ended May 31, 2024 and 2023.
(4)Valuation adjustments related to investments in unconsolidated entities were primarily included in Homebuilding other income (expense), net in the Company's condensed consolidated statements of operations and comprehensive income for the three and six months ended May 31, 2024 and 2023.
Finished homes and construction in progress are included within inventories. Inventories are stated at cost unless the inventory within a community is determined to be impaired, in which case the impaired inventory is written down to fair value. The Company disclosed its accounting policy related to inventories and its review for indicators of impairment in the Summary of Significant Accounting Policies in its Annual Report on Form 10-K for the year ended November 30, 2023.
The Company estimates the fair value of inventory evaluated for impairment based on market conditions and assumptions made by management at the time the inventory is evaluated, which may differ materially from actual results if market conditions or assumptions change. For example, changes in market conditions and other specific developments or changes in assumptions may cause the Company to re-evaluate its strategy regarding previously impaired inventory, as well as inventory not currently impaired but for which indicators of impairment may arise if market deterioration occurs, and certain other assets that could result in further valuation adjustments and/or additional write-offs of option deposits and pre-acquisition costs due to abandonment of those options contracts.
On a quarterly basis, the Company reviews its active communities for indicators of potential impairments. The table below summarizes communities reviewed for indicators of impairment and communities with valuation adjustments recorded:
| Communities with valuation adjustments | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| At or for the Six Months Ended | # of active communities | # of communities with potential indicator of impairment | # of communities | Fair Value (in thousands) | Valuation Adjustments (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||
| May 31, 2024 | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The table below summarizes the most significant unobservable inputs used in the Company's discounted cash flow model to determine the fair value of its communities for which the Company recorded valuation adjustments:
| Six Months Ended May 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Unobservable inputs | Range | Range | |||||||||||||||||||||
| Average selling price (1) | $ | — | — | ||||||||||||||||||||
| Absorption rate per quarter (homes) | — | — | |||||||||||||||||||||
| Discount rate | |||||||||||||||||||||||
(1)Represents the projected average selling price on future deliveries for communities in which the Company recorded valuation adjustments during both the six months ended May 31, 2024 and 2023.
The Company disclosed its accounting policy related to investments in unconsolidated entities and its review for indicators of impairment for the long-lived assets of an unconsolidated entity and the decline in the fair value of an investment below the carrying value in the Summary of Significant Accounting Policies in its Annual Report on Form 10-K for the year ended November 30, 2023.
The Company evaluates if a decrease in the fair value of an investment below the carrying value is other-than-temporary. This evaluation includes certain critical assumptions made by management: (1) projected future distributions from the unconsolidated entities, (2) discount rates applied to the future distributions, (3) the length of the time and the extent to which the market value has been less than cost and (4) various other factors, which include age of the venture, relationships with the other partners and banks, general economic market conditions, land status, length of the time and the extent to which the market value has been below the carrying value, and liquidity needs of the unconsolidated entity. The Company generally estimates the fair value of an investment in an unconsolidated entity by using a cash flow analysis for estimated future net distributions from an unconsolidated entity, subject to the perceived risks associated with the unconsolidated entity’s cash flow streams. During the three and six months ended May 31, 2024, the Company evaluated the fair value of its investments in unconsolidated entities using a cash flow analysis and concluded that the investments had no other-than-temporary impairment. During the three and six months ended May 31, 2023, the Company estimated the fair value of an investment in an unconsolidated entity using a cash flow analysis with a 15 % discount rate and concluded that the investment had an other-than-temporary impairment of $36.8
23
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
The Company estimates the fair value of investments in unconsolidated entities evaluated for impairment based on market conditions and assumptions made by management at the time the investment is evaluated, which may differ materially from actual results if market conditions or assumptions change.
(9)Variable Interest Entities
During the six months ended May 31, 2024, the Company evaluated the joint venture (“JV”) agreements of its JVs that were formed or that had reconsideration events, such as changes in the governing documents or to debt arrangements. Based on the Company's evaluation, there were no variable interest entities (“VIEs”) that were consolidated or deconsolidated during the six months ended May 31, 2024.
The carrying amount of the Company's consolidated VIEs' assets and non-recourse liabilities are disclosed in the footnote to the condensed consolidated balance sheets.
A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes or other debt payable. The assets held by a VIE are usually collateral for that VIE’s debt. The Company and other partners do not generally have an obligation to make capital contributions to a VIE unless the Company and/or the other partner(s) have entered into debt guarantees with VIE’s lenders. Other than debt guarantee agreements with VIE’s lenders, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to a VIE. While the Company has option contracts to purchase land from certain of its VIEs, the Company is not required to purchase the assets and could walk away from the contracts, but that would require forfeiture of deposits and pre-acquisition costs.
Unconsolidated VIEs
The Company’s recorded investments in VIEs that are unconsolidated and related estimated maximum exposure to loss were as follows:
| May 31, 2024 | November 30, 2023 | ||||||||||||||||||||||
| (In thousands) | Investments in Unconsolidated VIEs | Lennar’s Maximum Exposure to Loss | Investments in Unconsolidated VIEs | Lennar’s Maximum Exposure to Loss | |||||||||||||||||||
| Homebuilding (1) | $ | ||||||||||||||||||||||
| Multifamily (2) | |||||||||||||||||||||||
| Financial Services (3) | |||||||||||||||||||||||
| Lennar Other (4) | |||||||||||||||||||||||
| $ | |||||||||||||||||||||||
(1)As of May 31, 2024 and November 30, 2023, the Company's maximum exposure to loss of Homebuilding's investments in unconsolidated VIEs was limited to its investments in unconsolidated VIEs, except with regard to the Company's remaining commitment to fund capital in Upward America of $21.2 million and $69.8 million, respectively. In addition, as of May 31, 2024 and November 30, 2023, there was recourse debt of a VIE of $42.9 million and $42.1 million, respectively.
(2)As of May 31, 2024 and November 30, 2023, the Company's maximum exposure to loss of Multifamily's investments in unconsolidated VIEs was primarily limited to its investments in the unconsolidated VIEs. The maximum exposure for LMV II, in addition to the investment, also included the remaining combined equity commitment of $12.8 million as of November 30, 2023, for expenditures related to the construction and development of its projects. The decrease in exposure as of May 31, 2024 is primarily due to the removal of LMV II as the Fund does not expect to call for equity in the future. As a result, LMV II is not a VIE as of May 31, 2024.
(3)As of both May 31, 2024 and November 30, 2023, the Company's maximum exposure to loss of the Financial Services segment was limited to its investment in the unconsolidated VIEs and related to the Financial Services' CMBS investments held-to-maturity.
(4)As of both May 31, 2024 and November 30, 2023, the Company's maximum recourse exposure to loss of the Lennar Other segment was limited to its investments in the unconsolidated VIEs.
The Company and its JV partners generally fund JVs as needed and in accordance with business plans to allow the entities to finance their activities. Because such JVs are expected to make future capital calls in order to continue to finance their activities, the entities are determined to be VIEs as of May 31, 2024 in accordance with ASC 810 due to insufficient equity at risk. While these entities are VIEs, the Company has determined that the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance is generally shared and the Company and its partners are not de-facto agents. While the Company generally manages the day-to-day operations of the VIEs, each of these VIEs has an executive committee made up of representatives from each partner. The members of the executive committee have equal votes and major decisions require unanimous consent and approval from all members. The Company does not have the unilateral ability to exercise participating voting rights without partner consent.
There are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the VIEs. Except for the unconsolidated VIEs discussed above, the Company and the other partners did not guarantee any debt of the other unconsolidated VIEs. While the Company has option contracts to purchase land from certain of its unconsolidated VIEs, the Company is not required to purchase the assets and could walk away from the contracts.
24
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Option Contracts
The Company has access to land through option contracts, which generally enable it to control portions of properties owned by third parties (including land banks) until the Company has determined whether to exercise the options.
The Company evaluates option contracts with third party land holding companies for land to determine whether they are VIEs and, if so, whether the Company is the primary beneficiary of certain of these option contracts. Although the Company does not have legal title to the optioned land, if the Company is deemed to be the primary beneficiary and makes a significant deposit or pre-acquisition cost investment for optioned land, or is otherwise economically compelled to takedown the optioned land, it may need to consolidate the land under option at the purchase price of the optioned land. Land under option with third party holding companies that the Company was economically compelled to takedown was $2.2 billion as of May 31, 2024 and is included in consolidated inventory not owned. Consolidated inventory not owned related to land financing transactions, which are land sale transactions that did not meet the criteria for revenue recognition and derecognition of land by the Company as a result of the Company maintaining an option to repurchase the land in the future, was $1.5 billion as of May 31, 2024.
During the six months ended May 31, 2024, consolidated inventory not owned increased by $761.0 million with a corresponding increase to liabilities related to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of May 31, 2024. The increase was primarily due to land financing transactions and the consolidation of homesites under option that the Company is economically compelled to takedown. These increases were partially offset by homesite takedowns. To reflect the purchase price of the homesite takedowns, the Company had a net reclass related to option deposits from consolidated inventory not owned to finished homes and construction in progress in the accompanying condensed consolidated balance sheet as of May 31, 2024. The liabilities related to consolidated inventory not owned primarily represent the difference between the option exercise prices for the optioned land and the Company’s cash deposits.
The Company's exposure to losses on its option contracts with third parties and unconsolidated entities was as follows:
| (Dollars in thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| Non-refundable option deposits and pre-acquisition costs | $ | ||||||||||
| Non-refundable option deposits included in consolidated inventory not owned | |||||||||||
| Letters of credit in lieu of cash deposits under certain land and option contracts | |||||||||||
For the six months ended May 31, 2024, the Company purchased a significant portion of land from one land bank (the “Land Bank”). There were no amounts due to the Land Bank as of May 31, 2024, resulting from land purchases as the full purchase price of the land is typically paid to the Land Bank at closing when land is purchased by the Company. As of May 31, 2024, the total deposits and pre-acquisition costs on real estate relating to contracts with the Land Bank were $777.5 million. As of May 31, 2024, total consolidated inventory not owned and liabilities related to consolidated inventory not owned relating to contracts with the Land Bank were $827.1 million and $697.2 million, respectively.
(10)Commitments and Contingent Liabilities
The Company is party to various claims, legal actions and complaints relating to homes sold by the Company arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse effect on the Company’s condensed consolidated financial statements. From time to time, the Company is also a party to various lawsuits involving purchases and sales of real property. These lawsuits often include claims regarding representations and warranties made in connection with the transfer of properties and disputes regarding the obligation to purchase or sell properties.
The Company does not believe that the ultimate resolution of these claims or lawsuits will have a material adverse effect on its business or financial position. However, the financial effect of litigation concerning purchases and sales of property may depend upon the value of the subject property, which may have changed from the time the agreement for purchase or sale was entered into.
Product Warranty
Warranty and similar reserves for homes are established at an amount estimated to be adequate to cover potential costs for materials and labor with regard to warranty-type claims expected to be incurred subsequent to the delivery of a home. Reserves are determined based on historical data and trends with respect to similar product types and geographical areas. The activity in the Company’s warranty reserve, which is included in Homebuilding other liabilities, was as follows:
25
Lennar Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Warranty reserve, beginning of the period | $ | ||||||||||||||||||||||
| Warranties issued | |||||||||||||||||||||||
| Adjustments to pre-existing warranties from changes in estimates (1) | ( | ( | |||||||||||||||||||||
| Payments | ( | ( | ( | ( | |||||||||||||||||||
| Warranty reserve, end of period | $ | ||||||||||||||||||||||
(1)The adjustments to pre-existing warranties from changes in estimates during the three and six months ended May 31, 2024 and 2023 primarily related to specific claims in certain of the Company's homebuilding communities and other adjustments.
Leases
The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less. Many of the Company's leases include options to renew. The exercise of lease renewal options is at the Company's option and therefore renewal option payments have not been included in the ROU assets or lease liabilities. The following table includes additional information about the Company's leases:
| (Dollars in thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| Right-of-use assets | $ | ||||||||||
| Lease liabilities | |||||||||||
| Weighted-average remaining lease term (in years) | |||||||||||
| Weighted-average discount rate | |||||||||||
The Company has entered into agreements to lease certain office facilities and equipment under operating leases. Future minimum payments under the noncancellable leases in effect at May 31, 2024 were as follows:
| (In thousands) | Lease Payments | ||||
| 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 and thereafter | |||||
| Total future minimum lease payments (1) | $ | ||||
| Less: Interest (2) | |||||
| Present value of lease liabilities (2) | $ | ||||
(1)Total future minimum lease payments exclude variable lease costs of $21.2 million and short-term lease costs of $2.6 million.
(2)The Company's leases do not include a readily determinable implicit rate. As such, the Company has estimated the discount rate for these leases to determine the present value of lease payments at the lease commencement date or as of December 1, 2019, which was the effective date of ASU 2016-02. The Company recognized the lease liabilities on its condensed consolidated balance sheets within accounts payable and other liabilities of the respective segments.
The Company's rental expense on lease liabilities were as follows:
| Six Months Ended May 31, | |||||||||||
| (In thousands) | 2024 | 2023 | |||||||||
| Rental expense | $ | ||||||||||
In December 2023, the Company purchased its corporate headquarters building in which the Company had previously leased office space. This building contains approximately 213,200 square feet of office space, of which the Company leases approximately 53,000 square feet of unused office space to other tenants. On occasion, the Company may sublease other rented space which is no longer used for the Company's operations. For both the six months ended May 31, 2024 and 2023, the Company had an immaterial amount of sublease income.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will,” “may” or other words of similar meaning. Some of them are opinions formed based upon general observations, anecdotal evidence and industry experience, but that are not supported by specific investigation or analysis.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from what is anticipated by our forward-looking statements. The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to: slowdowns in real estate markets in regions where we have significant Homebuilding or Multifamily development activities or own a substantial number of single-family homes for rent; decreased demand for our homes, either for sale or for rent, or Multifamily rental apartments; the potential impact of inflation; the impact of increased cost of mortgage financing for homebuyers, increased interest rates or increased competition in the mortgage industry; supply shortages and increased costs related to construction materials and labor; cost increases related to real estate taxes and insurance; the effect of increased interest rates with regard to our funds' borrowings on the willingness of the funds to invest in new projects; reductions in the market value of the Company's investments in public companies; natural disasters or catastrophic events for which our insurance may not provide adequate coverage; our inability to successfully execute our strategies, including our land light strategy and our planned spin-off; a decline in the value of the land and home inventories we maintain and resulting possible future write downs of the carrying value of our real estate assets; the forfeiture of deposits related to land purchase options we decide not to exercise; the potential negative impact to our business of public health issues such as a major epidemic or pandemic that could have a negative impact on the economy and on our businesses; possible unfavorable outcomes in legal proceedings; changes in general economic and financial conditions that reduce demand for our products and services, lower our profit margins or reduce our access to credit; our inability to acquire land at anticipated prices; the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods; the possibility that the benefit from our increasing use of technology will not justify its cost; increased competition for home sales from other sellers of new and resale homes; becoming unable to pay down debt; government actions or other factors that might force us to terminate our program of repurchasing our stock; the failure of the participants in various joint ventures to honor their commitments; difficulty obtaining land-use entitlements or construction financing; new laws or regulatory changes that adversely affect the profitability of our businesses (including changes in tax laws or liabilities); our inability to refinance our debt on terms that are as favorable as our current arrangements; and changes in accounting conventions that adversely affect our reported earnings.
Please see our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2024, as amended by our Annual Report on Form 10-K/A filed with the SEC on April 25, 2024, and our other filings with the SEC for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation, other than those imposed by securities laws, to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included under Item 1 of this Quarterly Report on Form 10-Q and our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023.
Outlook
During the first half of fiscal 2024, we continued to execute our operating plan effectively, driving our production pace and sales pace in a synchronized manner, while using our gross margin as a point of adjustment to enable consistent production, even as market conditions evolved. This program has driven excellent operating results to date, and we are in an excellent position, from balance sheet to operating strategy to execution, to be able to adjust to the changing market as it unfolds for the remainder of 2024 and beyond.
In the third quarter, we expect to start, sell and deliver homes with a similar consistency, as we continue to drive for an even-flow manufacturing model that we believe will enhance our cash flow and our bottom line. We have continued to target a consistent production and growth rate in order to maintain volume, minimize production costs, and maintain an even flow of production and sales, all in order to drive cash flow, effective capital allocation and higher returns.
Our primary goal is to migrate to a pure-play, asset-light manufacturing model that will be supported by a durable, just-in-time, homesite delivery program that will enable growth, shareholder returns, higher returns on assets and, ultimately, higher returns on equity. Margin is the flexible mechanism that we expect will enable this to happen. We expect margin in our third quarter to be higher than in the second quarter, and we remain focused on driving margin for this year to be approximately the same as the 23.3% in fiscal 2023. Part of the anticipated increase in margin is embedded in our backlog, but achieving it will also depend on market conditions, interest rates and consumer confidence through the remainder of the year.
The macroeconomic environment remains relatively constructive for homebuilders. The demand for housing remains strong, but is limited by affordability, interest rates and, sometimes, wavering consumer confidence. The chronic housing shortage driven by over a decade of underproduction of housing stock is particularly problematic for families seeking affordable or attainable supply. At this time, consumers are generally employed and are confident that they will remain employed and that their compensation is likely to rise. This is most often the foundation of a strong housing market, but the chronic supply shortage, the impact of interest rates on affordability and persistent and stubborn inflation have moderated housing market strength. In response, we and other homebuilders have worked out sales incentives to meet the purchasers at the intersection of need and affordability to enable purchasers to buy homes. With our ready access to capital, we have been able to adjust and capture demand by using incentives to reduce the affordability constraint.
With regard to manufacturing, we have continued to refine our manufacturing platform to maintain production and sales pace while continuing to engineer our homes for increased production efficiency and volume. Driving volume enables us to offer more attainable products. In doing so, we have enhanced our inventory turn and grown volume as we generate substantial cash flow.
We are focusing on a just-in-time delivery program for land, just as we do for lumber, appliances and other products that are part of a home. We accomplish this both by negotiating option deals with landowners and developers and by using structured land bank strategies, often with entities that deploy private equity capital. These transactions are a key part of our land-light strategy, which has enhanced our ability to generate consistent cash flow through the ups and downs of interest rate changes.
While our land-light strategy has benefited strongly from land banking arrangements, we have concerns about the durability of these arrangements. Availability of private equity participation in our land banking arrangements depends upon market conditions and can change significantly and quickly. Therefore, we are proposing to contribute $6 to $8 billion of land to a new entity, which we will spin-off to our stockholders and which will be a permanent source of land acquisition and development capital for us and other homebuilders. Such a spin-off would distribute capital to our stockholders, reduce the inventory on our books, and provide permanent dependable capital for future land acquisitions. We are still early in the process and there is no specific timeline to completion or guarantee that the transaction will be completed.
Also, with regard to pure play, we will continue to reduce exposure to non-core assets and to intensify our focus on producing affordable and attainable products across our platform. Concurrently, we are repatriating capital that has been deployed in prior multifamily investments. Additionally, our LMV I fund sold some of its assets in June 2024, and we may decide to monetize additional assets in the second half of 2024. Combined, these transactions could result in cash proceeds of approximately $250 million in the second half of fiscal 2024.
We also expect to continue our investments in companies that are developing technologies that we can use in our homebuilding operations. Technology is an important component of our homebuilding business. Every element of our business is being modified, re-engineered and rethought around technology. Technology, imagination and innovation keeps us modern and relevant.
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Perhaps most importantly, our very strong balance sheet affords us the ability to consider and execute upon thoughtful innovation for the future. We currently have a 7.7% debt-to-capital ratio, with $3.6 billion of cash on hand and no borrowings under our $2.2 billion revolving credit arrangement. This gives us the flexibility to allocate capital strategically: first, to growth, but also toward retiring debt, paying dividends and repurchasing shares of our stock.
We expect to have between 20,500 and 21,000 home sales during our third quarter with an approximately 23% gross margin. We expect to deliver approximately 80,000 homes this year, with a little over 23% gross margin. We also expect to repurchase in excess of $2 billion of our stock for the full year 2024.
(1) Results of Operations
Overview
We historically have experienced, and expect to continue to experience, variability in quarterly results. Our results of operations for the three and six months ended May 31, 2024 are not necessarily indicative of the results to be expected for the full year. Our homebuilding business is seasonal in nature and generally reflects higher levels of new home order activity in our second and third fiscal quarters and increased deliveries in the second half of our fiscal year. However, a variety of factors can alter seasonal patterns.
Our net earnings attributable to Lennar were $954.3 million, or $3.45 per diluted share, in the second quarter of 2024, compared to net earnings attributable to Lennar of $871.7 million, or $3.01 per diluted share, in the second quarter of 2023. Excluding $21.5 million of mark-to-market losses on technology investments and a $46.5 million one-time gain on the sale of a technology investment, second quarter net earnings attributable to Lennar in 2024 were $935.3 million, or $3.38 per diluted share. Excluding $25.5 million of mark-to-market gains on technology investments, second quarter net earnings attributable to Lennar in 2023 were $852.4 million or $2.94 per diluted share.
Financial information relating to our operations was as follows:
| Three Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Homebuilding | Financial Services | Multifamily (1) | Lennar Other | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales of homes | $ | 8,357,750 | — | — | — | — | 8,357,750 | ||||||||||||||||||||||||||||||||||||||||
| Sales of land | 13,598 | — | — | — | — | 13,598 | |||||||||||||||||||||||||||||||||||||||||
| Other revenues | 9,711 | 281,723 | 99,500 | 3,310 | — | 394,244 | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | 8,381,059 | 281,723 | 99,500 | 3,310 | — | 8,765,592 | |||||||||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Costs of homes sold | 6,469,952 | — | — | — | — | 6,469,952 | |||||||||||||||||||||||||||||||||||||||||
| Costs of land sold | 6,903 | — | — | — | — | 6,903 | |||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 629,600 | — | — | — | — | 629,600 | |||||||||||||||||||||||||||||||||||||||||
| Other costs and expenses | — | 134,711 | 102,205 | 26,841 | — | 263,757 | |||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 7,106,455 | 134,711 | 102,205 | 26,841 | — | 7,370,212 | |||||||||||||||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated entities | 15,516 | — | (17,557) | (2,268) | — | (4,309) | |||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net and other gains (losses) | 50,035 | — | (212) | 18,349 | — | 68,172 | |||||||||||||||||||||||||||||||||||||||||
| Lennar Other unrealized losses from technology investments | — | — | — | (21,514) | — | (21,514) | |||||||||||||||||||||||||||||||||||||||||
| Operating earnings (loss) | $ | 1,340,155 | 147,012 | (20,474) | (28,964) | — | 1,437,729 | ||||||||||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | — | — | — | — | 156,982 | 156,982 | |||||||||||||||||||||||||||||||||||||||||
| Charitable foundation contribution | — | — | — | — | 19,690 | 19,690 | |||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) before income taxes | $ | 1,340,155 | 147,012 | (20,474) | (28,964) | (176,672) | 1,261,057 | ||||||||||||||||||||||||||||||||||||||||
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| Three Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Homebuilding | Financial Services | Multifamily | Lennar Other | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales of homes | $ | 7,636,579 | — | — | — | — | 7,636,579 | ||||||||||||||||||||||||||||||||||||||||
| Sales of land | 16,314 | — | — | — | — | 16,314 | |||||||||||||||||||||||||||||||||||||||||
| Other revenues | 17,124 | 222,979 | 151,744 | 411 | — | 392,258 | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | 7,670,017 | 222,979 | 151,744 | 411 | — | 8,045,151 | |||||||||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Costs of homes sold | 5,916,325 | — | — | — | — | 5,916,325 | |||||||||||||||||||||||||||||||||||||||||
| Costs of land sold | 11,932 | — | — | — | — | 11,932 | |||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 510,700 | — | — | — | — | 510,700 | |||||||||||||||||||||||||||||||||||||||||
| Other costs and expenses | — | 110,380 | 154,354 | 6,795 | — | 271,529 | |||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 6,438,957 | 110,380 | 154,354 | 6,795 | — | 6,710,486 | |||||||||||||||||||||||||||||||||||||||||
| Equity in losses from unconsolidated entities | (12,279) | — | (5,926) | (31,550) | — | (49,755) | |||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net and other gains (losses) | (4,372) | — | 374 | (5,962) | — | (9,960) | |||||||||||||||||||||||||||||||||||||||||
| Lennar Other unrealized gains from technology investments | — | — | — | 25,497 | — | 25,497 | |||||||||||||||||||||||||||||||||||||||||
| Operating earnings (loss) | $ | 1,214,409 | 112,599 | (8,162) | (18,399) | — | 1,300,447 | ||||||||||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | — | — | — | — | 124,752 | 124,752 | |||||||||||||||||||||||||||||||||||||||||
| Charitable foundation contribution | — | — | — | — | 17,074 | 17,074 | |||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) before income taxes | $ | 1,214,409 | 112,599 | (8,162) | (18,399) | (141,826) | 1,158,621 | ||||||||||||||||||||||||||||||||||||||||
| Six Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Homebuilding | Financial Services | Multifamily (1) | Lennar Other | Corporate | Total | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Sales of homes | $ | 15,259,531 | — | — | — | — | 15,259,531 | ||||||||||||||||||||||||||||
| Sales of land | 34,350 | — | — | — | — | 34,350 | |||||||||||||||||||||||||||||
| Other revenues | 18,169 | 531,443 | 229,177 | 5,852 | — | 784,641 | |||||||||||||||||||||||||||||
| Total revenues | 15,312,050 | 531,443 | 229,177 | 5,852 | — | 16,078,522 | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Costs of homes sold | 11,865,484 | — | — | — | — | 11,865,484 | |||||||||||||||||||||||||||||
| Costs of land sold | 20,920 | — | — | — | — | 20,920 | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 1,197,587 | — | — | — | — | 1,197,587 | |||||||||||||||||||||||||||||
| Other costs and expenses | — | 253,135 | 234,872 | 35,929 | — | 523,936 | |||||||||||||||||||||||||||||
| Total costs and expenses | 13,083,991 | 253,135 | 234,872 | 35,929 | — | 13,607,927 | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated entities | 28,818 | — | (30,163) | (33,509) | (34,854) | ||||||||||||||||||||||||||||||
| Other income (expense), net and other gains (losses) | 112,074 | — | (255) | 21,725 | 133,544 | ||||||||||||||||||||||||||||||
| Lennar Other unrealized losses from technology investments | — | — | — | (26,651) | (26,651) | ||||||||||||||||||||||||||||||
| Operating earnings (loss) | $ | 2,368,951 | 278,308 | (36,113) | (68,512) | — | 2,542,634 | ||||||||||||||||||||||||||||
| Corporate general and administrative expenses | — | — | — | — | 314,303 | 314,303 | |||||||||||||||||||||||||||||
| Charitable foundation contribution | — | — | — | — | 36,488 | 36,488 | |||||||||||||||||||||||||||||
| Earnings (loss) before income taxes | $ | 2,368,951 | 278,308 | (36,113) | (68,512) | (350,791) | 2,191,843 | ||||||||||||||||||||||||||||
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| Six Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Homebuilding | Financial Services | Multifamily | Lennar Other | Corporate | Total | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Sales of homes | $ | 13,730,406 | — | — | — | — | 13,730,406 | ||||||||||||||||||||||||||||
| Sales of land | 26,032 | — | — | — | — | 26,032 | |||||||||||||||||||||||||||||
| Other revenues | 69,884 | 405,960 | 295,267 | 8,031 | — | 779,142 | |||||||||||||||||||||||||||||
| Total revenues | 13,826,322 | 405,960 | 295,267 | 8,031 | — | 14,535,580 | |||||||||||||||||||||||||||||
| Homebuilding costs and expenses: | |||||||||||||||||||||||||||||||||||
| Costs of homes sold | 10,719,168 | — | — | — | — | 10,719,168 | |||||||||||||||||||||||||||||
| Costs of land sold | 34,009 | — | — | — | — | 34,009 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 960,494 | — | — | — | — | 960,494 | |||||||||||||||||||||||||||||
| Other costs and expenses | — | 214,624 | 303,310 | 13,271 | — | 531,205 | |||||||||||||||||||||||||||||
| Total costs and expenses | 11,713,671 | 214,624 | 303,310 | 13,271 | — | 12,244,876 | |||||||||||||||||||||||||||||
| Equity in losses from unconsolidated entities | (9,093) | — | (22,409) | (49,440) | — | (80,942) | |||||||||||||||||||||||||||||
| Other income (expense), net and other gains (losses) | 17,690 | — | 689 | (5,019) | — | 13,360 | |||||||||||||||||||||||||||||
| Lennar Other unrealized gains from technology investments | — | — | — | 1,543 | — | 1,543 | |||||||||||||||||||||||||||||
| Operating earnings (loss) | $ | 2,121,248 | 191,336 | (29,763) | (58,156) | — | 2,224,665 | ||||||||||||||||||||||||||||
| Corporate general and administrative expenses | — | — | — | — | 250,858 | 250,858 | |||||||||||||||||||||||||||||
| Charitable foundation contribution | — | — | — | — | 30,733 | 30,733 | |||||||||||||||||||||||||||||
| Earnings (loss) before income taxes | $ | 2,121,248 | 191,336 | (29,763) | (58,156) | (281,591) | 1,943,074 | ||||||||||||||||||||||||||||
(1)During both the three and six months ended May 31, 2024, Multifamily revenues decreased primarily due to less general contractor and management fees income as a result of the completion of Multifamily properties.
Three Months Ended May 31, 2024 versus Three Months Ended May 31, 2023
Revenues from home sales increased 9% in the second quarter of 2024 to $8.4 billion from $7.6 billion in the second quarter of 2023. Revenues were higher primarily due to a 15% increase in the number of home deliveries, partially offset by a 5% decrease in the average sales price of homes delivered. New home deliveries increased to 19,690 homes in the second quarter of 2024 from 17,074 homes in the second quarter of 2023. The average sales price of homes delivered was $426,000 in the second quarter of 2024, compared to $449,000 in the second quarter of 2023. The decrease in average sales price of homes delivered in the second quarter of 2024 compared to the same period last year was primarily due to pricing to market through an increased use of incentives and product mix.
Gross margins on home sales were $1.9 billion, or 22.6%, in the second quarter of 2024, compared to $1.7 billion, or 22.5%, in the second quarter of 2023. During the second quarter of 2024, gross margins increased because of a decrease in costs per square foot as we continued to focus on construction cost savings, which was partially offset by a decrease in average sales price and an increase in land costs.
Selling, general and administrative expenses were $629.6 million in the second quarter of 2024, compared to $510.7 million in the second quarter of 2023. As a percentage of revenues from home sales, selling, general and administrative expenses increased to 7.5% in the second quarter of 2024, from 6.7% in the second quarter of 2023, primarily due to an increase in digital marketing costs, professional expenses and insurance costs.
During the three months ended May 31, 2024, our homebuilding operating earnings included $43.2 million of interest income due to an increase in cash balances and higher interest rates.
Operating earnings for the Financial Services segment were $146.3 million in the second quarter of 2024, compared to $112.1 million in the second quarter of 2023. The increase in operating earnings was primarily due to higher volume from increased capture rate and Lennar deliveries.
Operating loss for the Multifamily segment was $20.4 million in the second quarter of 2024, compared to operating loss of $8.1 million in the second quarter of 2023. Operating loss for the Lennar Other segment was $27.9 million in the second quarter of 2024, compared to an operating loss of $18.4 million in the second quarter of 2023. The Lennar Other operating loss for the second quarter of 2024 included $21.5 million of mark-to-market losses on our publicly traded technology investments and a $46.5 million one-time gain on the sale of a technology investment.
In the second quarter of 2024 and 2023, we had tax provisions of $300.5 million and $280.9 million, respectively, which resulted in an overall effective income tax rate of 23.9% and 24.4%, respectively. For both periods, our effective income tax
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rate included state income tax expense and non-deductible executive compensation, partially offset by energy efficient home and solar tax credits.
Six Months Ended May 31, 2024 versus Six Months Ended May 31, 2023
Revenues from home sales were $15.3 billion and $13.7 billion in the six months ended May 31, 2024 and 2023, respectively. Revenues were higher primarily due to a 19% increase in the number of home deliveries, which was offset by a 6% decrease in average sales price of homes delivered. New home deliveries increased to 36,488 homes in the six months ended May 31, 2024 from 30,733 homes in the six months ended May 31, 2023. The average sales price of homes delivered was $420,000 in the six months ended May 31, 2024, compared to $449,000 in the six months ended May 31, 2023. The decrease in average sales price of homes delivered in the six months ended May 31, 2024 compared to the same period last year was primarily due to pricing to market through an increased use of incentives and product mix.
Gross margins on home sales were $3.4 billion, or 22.2%, in the six months ended May 31, 2024, compared to $3.0 billion, or 21.9%, in the six months ended May 31, 2023. During the six months ended May 31, 2024, gross margins increased because of a decrease in costs per square foot as we continued to focus on construction cost savings, which was partially offset by a decrease in average sales price and an increase in land costs.
Selling, general and administrative expenses were $1.2 billion in the six months ended May 31, 2024, compared to $1.0 billion in the six months ended May 31, 2023. As a percentage of revenues from home sales, selling, general and administrative expenses increased to 7.8% in the six months ended May 31, 2024, from 7.0% in the six months ended May 31, 2023, primarily due to an increase in digital marketing and advertising costs to generate more direct sales, professional expenses, insurance costs and an increase in the use of brokers due to current market conditions.
During the six months ended May 31, 2024, our homebuilding operating earnings included $100.8 million of interest income due to an increase in cash balances and higher interest rates.
Operating earnings for the Financial Services segment were $276.9 million in the six months ended May 31, 2024, compared to $190.3 million in the six months ended May 31, 2023. The increase in operating earnings was primarily due to higher volume from increased capture rate and Lennar deliveries.
Operating loss for the Multifamily segment was $35.9 million in the six months ended May 31, 2024, compared to operating loss of $29.7 million in the six months ended May 31, 2023. Operating loss for the Lennar Other segment was $67.4 million in the six months ended May 31, 2024, compared to operating loss of $59.6 million in the six months ended May 31, 2023. The Lennar Other operating loss for the six months ended May 31, 2024 included $26.7 million of mark-to-market losses on our publicly traded technology investments and a $46.5 million one-time gain on the sale of a technology investment. Lennar Other operating loss in the six months ended May 31, 2023 was primarily related to operating losses from certain strategic investments.
For the six months ended May 31, 2024 and 2023, we had tax provisions of $511.3 million and $466.0 million, respectively, which resulted in overall effective income tax rates of 23.4% and 24.1%, respectively. In the six months ended May 31, 2024, our overall effective income tax rate was lower than last year, primarily due to excess tax benefits from share-based compensation. For both periods, our effective income tax rate included state income tax expense and non-deductible executive compensation, partially offset by excess tax benefits from share-based compensation and energy efficient home and solar tax credits.
32
Homebuilding Segments
At May 31, 2024, our reportable Homebuilding segments and Homebuilding Other are outlined in Note 2 of the Notes to Condensed Consolidated Financial Statements. The following tables set forth selected financial and operational information related to our homebuilding operations for the periods indicated:
Selected Financial and Operational Data
| Three Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Margins | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Sales of Homes Revenue | Costs of Sales of Homes | Gross Margin % | Net Margins on Sales of Homes (1) | Gross Margins (Loss) on Sales of Land | Other Revenues | Equity in Earnings (Loss) from Unconsolidated Entities | Other Income, net | Operating Earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| East | $ | 2,186,928 | 1,614,575 | 26.2 | % | 388,018 | 6,333 | 2,939 | 5,317 | 23,043 | 425,650 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central | 1,706,051 | 1,325,590 | 22.3 | % | 229,391 | (30) | 1,393 | 25 | 7,091 | 237,870 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Texas | 1,194,525 | 912,228 | 23.6 | % | 179,399 | 392 | 750 | (3) | 4,106 | 184,644 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| West | 3,263,903 | 2,609,981 | 20.0 | % | 467,453 | — | 1,564 | 1,236 | 8,684 | 478,937 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 6,343 | 7,578 | (19.5) | % | (6,063) | — | 3,065 | 8,941 | 7,111 | 13,054 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Totals | $ | 8,357,750 | 6,469,952 | 22.6 | % | 1,258,198 | 6,695 | 9,711 | 15,516 | 50,035 | 1,340,155 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Margins | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Sales of Homes Revenue | Costs of Sales of Homes | Gross Margin % | Net Margins on Sales of Homes (1) | Gross Margins (Loss) on Sales of Land | Other Revenues | Equity in Earnings (Loss) from Unconsolidated Entities | Other Income (Expense), net | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| East | $ | 2,115,470 | 1,485,197 | 29.8 | % | 476,685 | 501 | 3,828 | 3,110 | (10,657) | 473,467 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central | 1,603,187 | 1,248,693 | 22.1 | % | 229,957 | 4,856 | 3,062 | (917) | 10,592 | 247,550 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Texas | 1,137,517 | 890,432 | 21.7 | % | 171,391 | 1,318 | 1,474 | — | 8,878 | 183,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| West | 2,773,005 | 2,282,859 | 17.7 | % | 333,314 | (2,293) | 4,581 | 1,814 | 18,056 | 355,472 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 7,400 | 9,144 | (23.6) | % | (1,793) | — | 4,179 | (16,286) | (31,241) | (45,141) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Totals | $ | 7,636,579 | 5,916,325 | 22.5 | % | 1,209,554 | 4,382 | 17,124 | (12,279) | (4,372) | 1,214,409 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended May 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Margins | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Sales of Homes Revenue | Costs of Sales of Homes | Gross Margin % | Net Margins on Sales of Homes (1) | Gross Margins (Loss) on Sales of Land | Other Revenue | Equity in Earnings (Loss) from Unconsolidated Entities | Other Income, net | Operating Earnings | ||||||||||||||||||||||||||||||||||||||||||||
| East | $ | 4,094,598 | 2,997,343 | 26.8 | % | 733,733 | 11,596 | 5,325 | 12,414 | 39,463 | 802,531 | ||||||||||||||||||||||||||||||||||||||||||
| Central | 3,101,695 | 2,441,550 | 21.3 | % | 380,349 | (451) | 2,204 | 6 | 17,378 | 399,486 | |||||||||||||||||||||||||||||||||||||||||||
| Texas | 2,264,683 | 1,744,100 | 23.0 | % | 340,993 | 1,434 | 1,292 | (3) | 9,441 | 353,157 | |||||||||||||||||||||||||||||||||||||||||||
| West | 5,785,395 | 4,665,604 | 19.4 | % | 754,515 | 851 | 3,208 | 3,713 | 25,437 | 787,724 | |||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 13,160 | 16,887 | (28.3) | % | (13,130) | — | 6,140 | 12,688 | 20,355 | 26,053 | |||||||||||||||||||||||||||||||||||||||||||
Totals | $ | 15,259,531 | 11,865,484 | 22.2 | % | 2,196,460 | 13,430 | 18,169 | 28,818 | 112,074 | 2,368,951 | ||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended May 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Margins | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Sales of Homes Revenue | Costs of Sales of Homes | Gross Margin % | Net Margins on Sales of Homes (1) | Gross Margins (Loss) on Sales of Land | Other Revenue | Equity in Earnings (Loss) from Unconsolidated Entities | Other Income (Expense), net | Operating Earnings (Loss) | ||||||||||||||||||||||||||||||||||||||||||||
| East | $ | 3,795,742 | 2,679,451 | 29.4 | % | 824,881 | (1,853) | 23,632 | 6,358 | 18,881 | 871,899 | ||||||||||||||||||||||||||||||||||||||||||
| Central | 2,804,582 | 2,213,629 | 21.1 | % | 364,413 | 6,688 | 22,362 | (229) | 10,602 | 403,836 | |||||||||||||||||||||||||||||||||||||||||||
| Texas | 2,154,490 | 1,708,077 | 20.7 | % | 297,967 | (733) | 5,183 | — | 5,963 | 308,380 | |||||||||||||||||||||||||||||||||||||||||||
| West | 4,967,027 | 4,105,946 | 17.3 | % | 571,791 | (12,079) | 10,485 | 1,662 | 14,113 | 585,972 | |||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 8,565 | 12,065 | (40.9) | % | (8,308) | — | 8,222 | (16,884) | (31,869) | (48,839) | |||||||||||||||||||||||||||||||||||||||||||
Totals | $ | 13,730,406 | 10,719,168 | 21.9 | % | 2,050,744 | (7,977) | 69,884 | (9,093) | 17,690 | 2,121,248 | ||||||||||||||||||||||||||||||||||||||||||
(1)Net margins on sales of homes include selling, general and administrative expenses.
(2)Negative gross and net margins were due to period costs and/or impairments in Urban divisions that impact costs of homes sold without sufficient sales of homes revenue to offset those costs.
33
Summary of Homebuilding Data
Deliveries:
| Three Months Ended May 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Homes | Dollar Value (In thousands) | Average Sales Price | |||||||||||||||||||||||||||||||||
| East | 5,529 | 4,893 | $ | 2,222,108 | 2,146,387 | $ | 402,000 | 439,000 | |||||||||||||||||||||||||||
| Central | 4,188 | 3,699 | 1,706,051 | 1,603,187 | 407,000 | 433,000 | |||||||||||||||||||||||||||||
| Texas | 4,669 | 3,908 | 1,194,525 | 1,137,517 | 256,000 | 291,000 | |||||||||||||||||||||||||||||
| West | 5,292 | 4,565 | 3,263,904 | 2,773,005 | 617,000 | 607,000 | |||||||||||||||||||||||||||||
| Other | 12 | 9 | 6,343 | 7,401 | 529,000 | 822,000 | |||||||||||||||||||||||||||||
| Total | 19,690 | 17,074 | $ | 8,392,931 | 7,667,497 | $ | 426,000 | 449,000 | |||||||||||||||||||||||||||
Of the total homes delivered listed above, 70 homes with a dollar value of $35.2 million and an average sales price of $503,000 represent home deliveries from unconsolidated entities for the three months ended May 31, 2024, compared to 72 home deliveries with a dollar value of $30.9 million and an average sales price of $429,000 for the three months ended May 31, 2023.
| Six Months Ended May 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Homes | Dollar Value (In thousands) | Average Sales Price | |||||||||||||||||||||||||||||||||
| East | 10,253 | 8,748 | $ | 4,172,739 | 3,858,332 | $ | 407,000 | 441,000 | |||||||||||||||||||||||||||
| Central | 7,748 | 6,439 | 3,101,695 | 2,804,582 | 400,000 | 436,000 | |||||||||||||||||||||||||||||
| Texas | 8,932 | 7,329 | 2,264,683 | 2,154,490 | 254,000 | 294,000 | |||||||||||||||||||||||||||||
| West | 9,530 | 8,207 | 5,785,395 | 4,967,027 | 607,000 | 605,000 | |||||||||||||||||||||||||||||
| Other | 25 | 10 | 13,160 | 8,566 | 526,000 | 857,000 | |||||||||||||||||||||||||||||
| Total | 36,488 | 30,733 | $ | 15,337,672 | 13,792,997 | $ | 420,000 | 449,000 | |||||||||||||||||||||||||||
Of the total homes delivered listed above, 147 homes with a dollar value of $78.1 million and an average sales price of $532,000 represent home deliveries from unconsolidated entities for the six months ended May 31, 2024, compared to 135 home deliveries with a dollar value of $62.6 million and an average sales price of $464,000 for the six months ended May 31, 2023.
Sales Incentives (1):
| Three Months Ended May 31, | Six Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Average Sales Incentives Per Home Delivered | Sales Incentives as a % of Revenue | Average Sales Incentives Per Home Delivered | Sales Incentives as a % of Revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| East | $ | 47,900 | 30,100 | 10.7 | % | 6.4 | % | $ | 47,400 | 30,100 | 10.5 | % | 6.4 | % | ||||||||||||||||||||||||||||||||||||
| Central | 37,400 | 29,900 | 8.4 | % | 6.5 | % | 41,300 | 34,000 | 9.4 | % | 7.2 | % | ||||||||||||||||||||||||||||||||||||||
| Texas | 48,500 | 57,600 | 15.9 | % | 16.5 | % | 51,600 | 62,200 | 16.9 | % | 17.5 | % | ||||||||||||||||||||||||||||||||||||||
| West | 41,800 | 47,300 | 6.3 | % | 7.2 | % | 47,300 | 54,700 | 7.2 | % | 8.3 | % | ||||||||||||||||||||||||||||||||||||||
| Other | 73,400 | 101,800 | 12.2 | % | 11.0 | % | 81,700 | 100,200 | 13.4 | % | 10.5 | % | ||||||||||||||||||||||||||||||||||||||
| Total | $ | 44,200 | 41,000 | 9.4 | % | 8.4 | % | $ | 47,100 | 45,300 | 10.1 | % | 9.2 | % | ||||||||||||||||||||||||||||||||||||
(1) Sales incentives relate to home deliveries during the period, excluding deliveries by unconsolidated entities.
34
New Orders (2):
| Three Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Active Communities | Homes | Dollar Value (In thousands) | Average Sales Price | ||||||||||||||||||||||||||||||||||||||||||||
| East | 309 | 339 | 5,000 | 5,022 | $ | 2,033,401 | 2,166,704 | $ | 407,000 | 431,000 | |||||||||||||||||||||||||||||||||||||
| Central | 332 | 330 | 5,332 | 4,080 | 2,144,250 | 1,729,280 | 402,000 | 424,000 | |||||||||||||||||||||||||||||||||||||||
| Texas | 239 | 226 | 5,213 | 3,732 | 1,332,392 | 1,079,757 | 256,000 | 289,000 | |||||||||||||||||||||||||||||||||||||||
| West | 363 | 365 | 5,735 | 5,045 | 3,679,145 | 3,190,159 | 642,000 | 632,000 | |||||||||||||||||||||||||||||||||||||||
| Other | 2 | 3 | 13 | 6 | 5,688 | 5,544 | 438,000 | 924,000 | |||||||||||||||||||||||||||||||||||||||
| Total | 1,245 | 1,263 | 21,293 | 17,885 | $ | 9,194,876 | 8,171,444 | $ | 432,000 | 457,000 | |||||||||||||||||||||||||||||||||||||
Of the total homes listed above, 74 homes with a dollar value of $40.0 million and an average sales price of $540,000 represent homes in eight active communities from unconsolidated entities for the three months ended May 31, 2024, compared to 73 homes with a dollar value of $37.0 million and an average sales price of $507,000 in seven active communities for the three months ended May 31, 2023.
| Six Months Ended May 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Homes | Dollar Value (In thousands) | Average Sales Price | |||||||||||||||||||||||||||||||||
| East | 9,526 | 8,863 | $ | 3,931,479 | 3,840,881 | $ | 413,000 | 433,000 | |||||||||||||||||||||||||||
| Central | 9,606 | 6,821 | 3,862,786 | 2,877,097 | 402,000 | 422,000 | |||||||||||||||||||||||||||||
| Texas | 9,644 | 6,874 | 2,452,391 | 1,959,213 | 254,000 | 285,000 | |||||||||||||||||||||||||||||
| West | 10,662 | 9,510 | 6,675,384 | 5,898,485 | 626,000 | 620,000 | |||||||||||||||||||||||||||||
| Other | 31 | 11 | 15,218 | 9,229 | 491,000 | 839,000 | |||||||||||||||||||||||||||||
| Total | 39,469 | 32,079 | $ | 16,937,258 | 14,584,905 | $ | 429,000 | 455,000 | |||||||||||||||||||||||||||
Of the total new orders listed above, 120 homes with a dollar value of $65.2 million and an average sales price of $543,000 represent new orders from unconsolidated entities for the six months ended May 31, 2024, compared to 170 new orders with a dollar value of $75.2 million and an average sales price of $443,000 for the six months ended May 31, 2023.
(2)Homes represent the number of new sales contracts executed with homebuyers, net of cancellations, during the three and six months ended May 31, 2024 and 2023.
We experienced cancellation rates in our Homebuilding segments and Homebuilding Other as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| East | 17 | % | 13 | % | 17 | % | 18 | % | |||||||||||||||
| Central | 9 | % | 11 | % | 10 | % | 18 | % | |||||||||||||||
| Texas | 16 | % | 19 | % | 17 | % | 21 | % | |||||||||||||||
| West | 11 | % | 12 | % | 11 | % | 13 | % | |||||||||||||||
| Other | 13 | % | 14 | % | 9 | % | 15 | % | |||||||||||||||
| Total | 13 | % | 14 | % | 14 | % | 17 | % | |||||||||||||||
Backlog:
| At May 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Homes | Dollar Value (In thousands) | Average Sales Price | |||||||||||||||||||||||||||||||||
| East | 5,853 | 8,276 | $ | 2,467,062 | 3,565,256 | $ | 422,000 | 431,000 | |||||||||||||||||||||||||||
| Central | 5,021 | 4,951 | 2,136,707 | 2,165,563 | 426,000 | 437,000 | |||||||||||||||||||||||||||||
| Texas | 2,607 | 2,242 | 663,648 | 641,806 | 255,000 | 286,000 | |||||||||||||||||||||||||||||
| West | 4,383 | 4,743 | 2,962,332 | 3,157,935 | 676,000 | 666,000 | |||||||||||||||||||||||||||||
| Other | 9 | 2 | 3,586 | 1,828 | 398,000 | 914,000 | |||||||||||||||||||||||||||||
| Total | 17,873 | 20,214 | $ | 8,233,335 | 9,532,388 | $ | 461,000 | 472,000 | |||||||||||||||||||||||||||
Of the total homes in backlog listed above, 120 homes with a backlog dollar value of $61.5 million and an average sales price of $513,000 represent the backlog from unconsolidated entities at May 31, 2024, compared to 201 homes with a backlog dollar value of $90.4 million and an average sales price of $450,000 at May 31, 2023.
35
Backlog represents the number of homes under sales contracts. Homes are sold using sales contracts, which are generally accompanied by sales deposits. In some instances, purchasers are permitted to cancel sales if they fail to qualify for financing or under certain other circumstances. Various state and federal laws and regulations may sometimes give purchasers a right to cancel homes in backlog. We do not recognize revenue on homes under sales contracts until the sales are closed and title passes to the new homeowners.
Three Months Ended May 31, 2024 versus Three Months Ended May 31, 2023
Homebuilding East: Revenues from home sales increased in the second quarter of 2024 compared to the second quarter of 2023, primarily due to an increase in the number of home deliveries in all the states in the segment, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in Pennsylvania. The increase in the number of home deliveries in Alabama, Florida, New Jersey and Pennsylvania was primarily due to an increase in the number of deliveries per active community. The decrease in the average sales price of homes delivered in Alabama, Florida and New Jersey was primarily due to pricing to market through an increased use of incentives and product mix. The increase in the average sales price of homes delivered in Pennsylvania was primarily due to product mix. In the second quarter of 2024, a decrease in revenues per square foot was partially offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, this resulted in a decrease in gross margin percentage of home deliveries.
Homebuilding Central: Revenues from home sales increased in the second quarter of 2024 compared to the second quarter of 2023, primarily due to an increase in the number of home deliveries in all the states in the segment except in Maryland, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in Illinois and Maryland. The increase in the number of home deliveries in Georgia, Illinois, Indiana, Minnesota, North Carolina, South Carolina, Tennessee and Virginia was primarily due to an increase in the number of deliveries per active community. The decrease in the number of home deliveries in Maryland was primarily due to a decrease in the number of deliveries per active community due to the timing of opening and closing of communities. The decrease in the average sales price of homes delivered in Georgia, Indiana, Minnesota, North Carolina, South Carolina, Tennessee and Virginia was primarily due to pricing to market through an increased use of incentives and product mix. The increase in the average sales price of homes delivered in Illinois and Maryland was primarily due to product mix. In the second quarter of 2024, a decrease in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, the gross margin percentage of home deliveries remained flat year over year.
Homebuilding Texas: Revenues from home sales increased in the second quarter of 2024 compared to the second quarter of 2023, primarily due to an increase in the number of home deliveries, which was partially offset by a decrease in the average sales price of homes delivered. The increase in the number of home deliveries was primarily due to an increase in the number of active communities and deliveries per active community. The decrease in the average sales price of homes delivered was primarily due to pricing to market through an increased use of incentives and product mix. In the second quarter of 2024, a decrease in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, the gross margin percentage of home deliveries increased year over year.
Homebuilding West: Revenues from home sales increased in the second quarter of 2024 compared to the second quarter of 2023, primarily due to an increase in the number of home deliveries in all the states in the segment except in Arizona, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in Idaho, Nevada, Oregon and Utah. The increase in the number of home deliveries in California, Colorado, Idaho, Nevada, Oregon, Utah and Washington was primarily due to an increase in the number of deliveries per active community. The decrease in the number of home deliveries in Arizona was primarily due to a decrease in the number of deliveries per active community due to the timing of opening and closing of communities. The decrease in the average sales price of homes delivered in Arizona, California, Colorado and Washington was primarily due to pricing to market through an increased use of incentives and product mix. The increase in the average sales price of homes delivered in Idaho, Nevada, Oregon and Utah was primarily due to product mix. In the second quarter of 2024, an increase in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, the gross margin percentage of home deliveries increased year over year.
Six Months Ended May 31, 2024 versus Six Months Ended May 31, 2023
Homebuilding East: Revenues from home sales increased in the six months ended May 31, 2024 compared to the six months ended May 31, 2023, primarily due to an increase in the number of home deliveries in all the states in the segment, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in New Jersey and Pennsylvania. The increase in the number of home deliveries in Alabama, Florida, New Jersey and Pennsylvania was primarily due to an increase in the number of deliveries per active community. The decrease in the average sales price of homes delivered in Alabama and Florida was primarily due to pricing to market and product mix. The increase in the average sales price of homes delivered in New Jersey and Pennsylvania was primarily due to product mix. In the six months
36
ended May 31, 2024, a decrease in revenues per square foot was partially offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, this resulted in a decrease in gross margin percentage of home deliveries.
Homebuilding Central: Revenues from home sales increased in the six months ended May 31, 2024 compared to the six months ended May 31, 2023, primarily due to an increase in the number of home deliveries in all the states in the segment except in Maryland and Virginia, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in Illinois and Maryland. The increase in the number of home deliveries in Georgia, Illinois, Indiana, Minnesota, North Carolina, South Carolina and Tennessee was primarily due to an increase in the number of deliveries per active community. The decrease in the number of home deliveries in Maryland and Virginia was primarily due to a decrease in the number of deliveries per active community due to the timing of opening and closing of communities. The decrease in the average sales price of homes delivered in Georgia, Indiana, Minnesota, North Carolina, South Carolina, Tennessee and Virginia was primarily due to pricing to market through an increased use of incentives and product mix. The increase in the average sales price of homes delivered in Illinois and Maryland was primarily due to product mix. In the six months ended May 31, 2024, a decrease in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, the gross margin percentage of home deliveries remained flat year over year.
Homebuilding Texas: Revenues from home sales increased in the six months ended May 31, 2024, compared to the six months ended May 31, 2023, primarily due to an increase in the number of home deliveries, which was partially offset by a decrease in the average sales price of homes delivered. The increase in the number of home deliveries was primarily due to an increase in the number of active communities and deliveries per active community. The decrease in the average sales price of homes delivered was primarily due to pricing to market. In the six months ended May 31, 2024, an increase in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, gross margin percentage of home deliveries increased year over year.
Homebuilding West: Revenues from home sales increased in the six months ended May 31, 2024 compared to the six months ended May 31, 2023, primarily due to an increase in the number of home deliveries in all the states in the segment, which was partially offset by a decrease in the average sales price of homes delivered in all the states in the segment except in California, Nevada, Oregon and Utah. The increase in the number of home deliveries in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah and Washington was primarily due to an increase in the number of deliveries per active community. The decrease in the average sales price of homes delivered in Arizona, Colorado, Idaho and Washington was primarily due to pricing to market through an increased use of incentives and product mix. The increase in the average sales price of homes delivered in California, Nevada, Oregon and Utah was primarily due to product mix. In the six months ended May 31, 2024, an increase in revenues per square foot was more than offset by a decrease in costs per square foot. In addition, land costs increased year over year. Overall, the gross margin percentage of home deliveries increased year over year.
Financial Services Segment
Our Financial Services reportable segment provides mortgage financing, title and closing services primarily for buyers of our homes. The segment also originates and sells into securitizations commercial mortgage loans through its LMF Commercial business. Our Financial Services segment sells substantially all of the residential 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, we retain potential liability for possible claims by purchasers that we breached certain limited industry-standard representations and warranties in the loan sale agreements.
The following table sets forth selected financial and operational information related to the residential mortgage and title activities of our Financial Services segment:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Dollar value of mortgages originated | $ | 4,998,000 | 3,942,000 | 9,110,000 | 7,096,000 | ||||||||||||||||||
| Number of mortgages originated | 13,700 | 10,700 | 25,200 | 19,200 | |||||||||||||||||||
| Mortgage capture rate of Lennar homebuyers | 85% | 79% | 85% | 78% | |||||||||||||||||||
| Number of title and closing service transactions | 20,200 | 17,600 | 38,000 | 31,900 | |||||||||||||||||||
At May 31, 2024 and November 30, 2023, the carrying value of Financial Services' commercial mortgage-backed securities was $138.4 million and $140.7 million, respectively. Details of these securities and related debt are disclosed in Note 2 of the Notes to Condensed Consolidated Financial Statements.
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Multifamily Segment
We have been actively involved, primarily through unconsolidated funds and joint ventures, in the development, construction and property management of multifamily rental properties. Our Multifamily segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.
The following table provides information related to our investment in the Multifamily segment:
| Balance Sheets | |||||||||||
| (In thousands) | May 31, 2024 | November 30, 2023 | |||||||||
| Multifamily investments in unconsolidated entities | $ | 561,892 | 599,852 | ||||||||
| Lennar's net investment in Multifamily | 1,121,907 | 1,095,218 | |||||||||
Lennar Multifamily Venture Fund I (“LMV I") is a long-term multifamily development investment vehicle involved in the development, construction and property management of class-A multifamily assets. Currently, the LMV I partners have decided to liquidate and sell substantially all of its individual project rental operations of LMV I in the second half of fiscal 2024. Some of those assets were sold in June 2024. As of May 31, 2024, our net investment in LMV I was $162.9 million.
Lennar Other Segment
Our Lennar Other segment includes fund investments we retained subsequent to our sale of the Rialto investment and asset management platform, as well as strategic investments in technology companies that are looking to improve the homebuilding and financial services industries to better serve homebuyers and homeowners and increase efficiencies. At May 31, 2024 and November 30, 2023, we had $836.0 million and $657.9 million, respectively, of assets in our Lennar Other segment, which included investments in unconsolidated entities of $350.6 million and $276.2 million, respectively. The investments in equity securities of Blend Labs, Inc. (“Blend Labs”), Hippo Holdings, Inc. (“Hippo”), Opendoor Technologies, Inc. (“Opendoor”), SmartRent, Inc. (“SmartRent”), Sonder Holdings, Inc. (“Sonder”), and Sunnova Energy International, Inc. (“Sunnova”) are carried at market and will therefore change depending on the market value of our shareholdings in those entities on the last day of each quarter. All of the investments are accounted for as investments in equity securities which are held at fair value and the changes in fair values are recognized through earnings. Details of these investments are included within Note 2 of the Notes to Condensed Consolidated Financial Statements. The following is a detail of Lennar Other unrealized gains (losses) from mark-to-market adjustments on our publicly traded technology investments:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| May 31, | May 31, | ||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Blend Labs (BLND) | $ | 715 | (1,332) | 3,651 | (746) | ||||||||||||||||||
| Hippo (HIPO) | 10,737 | (4,399) | 27,186 | 2,233 | |||||||||||||||||||
| Opendoor (OPEN) | (16,907) | 22,512 | (15,592) | 14,821 | |||||||||||||||||||
| SmartRent (SMRT) | (4,609) | 8,621 | (6,572) | 9,926 | |||||||||||||||||||
| Sonder (SOND) | (40) | (138) | 11 | (458) | |||||||||||||||||||
| Sunnova (NOVA) | (11,410) | 233 | (35,335) | (24,233) | |||||||||||||||||||
| Lennar Other unrealized gains (losses) from technology investments | $ | (21,514) | 25,497 | (26,651) | 1,543 | ||||||||||||||||||
(2) Financial Condition and Capital Resources
At May 31, 2024, we had cash and cash equivalents and restricted cash related to our homebuilding, financial services, multifamily and other operations of $3.9 billion, compared to $6.6 billion at November 30, 2023 and $4.3 billion at May 31, 2023.
We finance all of our activities, including homebuilding, financial services, multifamily, other and general operating needs, primarily with cash generated from our operations, debt issuances and cash borrowed under our warehouse lines of credit and our unsecured revolving credit facility (the “Credit Facility”). At May 31, 2024, we had $3.6 billion of homebuilding cash and cash equivalents and no outstanding borrowings under our $2.2 billion revolving credit facility, thereby providing approximately $5.8 billion of available capacity.
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Operating Cash Flow Activities
During the six months ended May 31, 2024 and 2023, cash provided by operating activities totaled $610 million and $1.6 billion, respectively. During the six months ended May 31, 2024, cash provided by operating activities was impacted primarily by our net earnings and a decrease in loans held-for-sale of $336 million primarily related to the sale of loans originated by our Financial Services segment. This was partially offset by an increase in inventories due to strategic land purchases, land development and construction costs of $631 million, an increase in deposits and pre-acquisition costs on real estate of $755 million as we increased the percentage of controlled homesites, and a decrease in accounts payable and other liabilities of $381 million.
During the six months ended May 31, 2023, cash provided by operating activities was impacted primarily by our net earnings, a decrease in loans held-for-sale of $578 million primarily related to the sale of loans originated by our Financial Services segment and a decrease in receivables of $436 million primarily related to a decrease in Financial Services receivables, net, which are loans sold to investors for which we have not yet been paid. This was partially offset by a decrease in accounts payable and other liabilities of $991 million, primarily due to the payment of income taxes.
Investing Cash Flow Activities
During the six months ended May 31, 2024 and 2023, cash used in investing activities totaled $275 million and $81 million, respectively. During the six months ended May 31, 2024, our cash used in investing activities was primarily due to cash contributions of $248 million to unconsolidated entities, which included (1) $118 million to Homebuilding unconsolidated entities, (2) $117 million to Lennar other unconsolidated entities and (3) $13 million to Multifamily unconsolidated entities and $112 million of net additions of operating properties and equipment. This was partially offset by distributions of capital from unconsolidated entities of $62 million, which primarily included (1) $40 million from Homebuilding unconsolidated entities, (2) $16 million from our Lennar Other unconsolidated entities and (3) $6 million from Multifamily entities.
During the six months ended May 31, 2023, our cash used in investing activities was primarily due to cash contributions of $108 million to unconsolidated entities, which included (1) $54 million to Homebuilding unconsolidated entities, (2) $40 million to Lennar Other unconsolidated entities, and (3) $14 million to Multifamily unconsolidated entities. This was partially offset by distributions of capital from unconsolidated entities of $46 million, which primarily included (1) $33 million from Homebuilding unconsolidated entities, and (2) $13 million from our Lennar Other unconsolidated entities.
Financing Cash Flow Activities
During the six months ended May 31, 2024 and 2023, cash used in financing activities totaled $3.0 billion and $2.1 billion, respectively. During the six months ended May 31, 2024, cash used in financing activities was primarily due to (1) $754 million of net repayments under our Financial Services' warehouse facilities; (2) redemption of $454 million aggregate principal amount of our 4.50% senior notes due April 2024; (3) $100 million of partial repurchase of our 4.75% senior notes due 2027; (4) $1.2 billion of repurchases of our common stock, which included $1.1 billion of repurchases under our repurchase program and $86 million of repurchases related to our equity compensation plan; (5) $278 million of dividend payments; and (6) $145 million of net payments from liabilities related to consolidated inventory not owned due to activity with land banks.
During the six months ended May 31, 2023, cash used in financing activities was primarily due to (1) $978 million of net repayments under our Financial Services' warehouse facilities; (2) $465 million of repurchases of our common stock, which included $401 million of repurchases under our repurchase program and $64 million of repurchases related to our equity compensation plan; (3) $158 million of repurchases of senior notes due in fiscal year 2024 (4) $218 million of dividend payments; and (5) $186 million of net payments from liabilities related to consolidated inventory not owned due to activity with land banks.
Debt to total capital ratios are financial measures commonly used in the homebuilding industry and are presented to assist in understanding the leverage of our homebuilding operations. Homebuilding debt to total capital and net Homebuilding debt to total capital are calculated as follows:
| (Dollars in thousands) | May 31, 2024 | November 30, 2023 | May 31, 2023 | ||||||||||||||
| Homebuilding debt | $ | 2,241,507 | 2,816,482 | 3,852,258 | |||||||||||||
| Stockholders’ equity | 26,877,874 | 26,580,664 | 25,015,145 | ||||||||||||||
| Total capital | $ | 29,119,381 | 29,397,146 | 28,867,403 | |||||||||||||
| Homebuilding debt to total capital | 7.7 | % | 9.6 | % | 13.3 | % | |||||||||||
| Homebuilding debt | $ | 2,241,507 | 2,816,482 | 3,852,258 | |||||||||||||
| Less: Homebuilding cash and cash equivalents | 3,597,493 | 6,273,724 | 4,004,679 | ||||||||||||||
| Net Homebuilding debt | $ | (1,355,986) | (3,457,242) | (152,421) | |||||||||||||
| Net Homebuilding debt to total capital (1) | (5.3) | % | (15.0) | % | (0.6) | % | |||||||||||
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(1)Net homebuilding debt to total capital is a non-GAAP financial measure defined as net homebuilding debt (homebuilding debt less homebuilding cash and cash equivalents) divided by total capital (net homebuilding debt plus stockholders' equity). We believe the ratio of net homebuilding debt to total capital is a relevant and a useful financial measure to investors in understanding the leverage employed in homebuilding operations. However, because net homebuilding debt to total capital is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement our GAAP results.
At May 31, 2024, Homebuilding debt to total capital was lower compared to both November 30, 2023 and May 31, 2023, primarily as a result of an increase in stockholders' equity due to net earnings and a decrease in Homebuilding debt due to debt paydowns, partially offset by share repurchases.
We are continually exploring various types of transactions to manage our leverage and liquidity positions, take advantage of market opportunities and increase our revenues and earnings. These transactions may include the issuance of additional indebtedness, the repurchase of our outstanding indebtedness, the repurchase of our common stock, the acquisition of homebuilders and other companies, the purchase or sale of assets or lines of business, the issuance of common stock, strategic transactions to accelerate our land light strategy or securities convertible into shares of common stock, and/or the pursuit of other financing alternatives. In connection with some of our non-homebuilding businesses, we are also considering other types of transactions such as sales, restructurings, joint ventures, spin-offs or initial public offerings as we continue to move back towards being a pure play homebuilding company.
Subject to market conditions, we are planning a strategic taxable spin-off of a new public company to which we will have contributed land assets with a value of approximately $6 billion to $8 billion. We have confidentially submitted to the Securities and Exchange Commission a draft registration statement relating to the spin-off. We are still early in the process of this project and there is no specific timeline to completion or guarantee that the transaction will be completed. We expect the new company to be a permanent capital vehicle that will develop homesites and give us options to acquire them on a “just-in-time” basis. The goal of the spin-off is to accelerate our land light strategy by removing much of the land assets from our balance sheet.
Our Homebuilding senior notes and other debt payable as well as letters of credit and surety bonds are summarized within Note 7 of the Notes to Condensed Consolidated Financial Statements. Our Homebuilding average debt outstanding and the average rates of interest was as follows:
| Six Months Ended May 31, | |||||||||||
| (Dollars in thousands) | 2024 | 2023 | |||||||||
| Homebuilding average debt outstanding | $ | 2,640,040 | $ | 4,010,108 | |||||||
| Average interest rate | 4.8% | 4.9% | |||||||||
| Interest incurred | $ | 70,275 | 99,281 | ||||||||
The maximum available borrowings on our Credit Facility were as follows:
| (In thousands) | May 31, 2024 | |||||||
| Commitments - maturing in May 2027 | $ | 2,225,000 | ||||||
| Accordion feature | 425,000 | |||||||
| Total maximum borrowings capacity | $ | 2,650,000 | ||||||
In April 2024, $350 million of our unsecured revolving credit facility matured.
The proceeds available under the Credit Facility, which are subject to specified conditions for borrowing, may be used for working capital and general corporate purposes. The Credit Facility also provides that up to $500 million in commitments may be used for letters of credit. The maturity, debt covenants and details of the Credit Facility are unchanged from the disclosure in our Financial Condition and Capital Resources section in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. In addition to the Credit Facility, we have other letter of credit facilities with different financial institutions.
Under the agreement governing our Credit Facility, we are required to maintain a minimum consolidated tangible net worth, a maximum leverage ratio and either a liquidity or an interest coverage ratio. These ratios are calculated per the Credit Facility agreement, which involves adjustments to GAAP financial measures. We believe we were in compliance with our debt covenants as of May 31, 2024. The following summarizes our debt covenant requirements and our actual levels or ratios with respect to those covenants as calculated per the Credit Facility agreement as of May 31, 2024:
| (Dollars in thousands) | Covenant Level | Level Achieved as of May 31, 2024 | |||||||||
| Minimum net worth test | $ | 13,600,247 | 20,139,832 | ||||||||
| Maximum leverage ratio | 65.0% | (3.8)% | |||||||||
| Liquidity test | 1.00 | (197.00) | |||||||||
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Financial Services Warehouse Facilities
Our Financial Services segment uses residential mortgage loan warehouse facilities to finance its residential lending activities until the mortgage loans are sold to investors and the proceeds are collected. The facilities are non-recourse to us and are expected to be renewed or replaced with other facilities when they mature. The LMF Commercial warehouse facilities finance LMF Commercial loan origination and securitization activities and are secured by up to 80% interests in the originated commercial loans financed. These facilities and the related borrowings and collateral are detailed in Note 2 of the Notes to Condensed Consolidated Financial Statements.
Changes in Capital Structure
In January 2024, our Board of Directors authorized an increase to our stock repurchase program to enable us to repurchase up to an additional $5 billion in value of our outstanding Class A or Class B common stock. Repurchases are authorized to be made in open-market or private transactions. The repurchase authorization has no expiration date. The details of our Class A and Class B common stock repurchases under the authorized repurchase program for the six months ended May 31, 2024 and 2023 are included in Note 4 of the Notes to Condensed Consolidated Financial Statements.
During the six months ended May 31, 2024, treasury shares increased by 7.8 million shares primarily due to our repurchase of 7.2 million shares of Class A and Class B common stock through our stock repurchase program.
On June 20, 2024, our Board of Directors declared a quarterly cash dividend of $0.50 per share on both our Class A and Class B common stock, payable on July 19, 2024 to holders of record at the close of business on July 5, 2024. On May 8, 2024, the Company paid a quarterly cash dividend of $0.50 per share for both of its Class A and Class B common stock to holders of record at the close of business on April 24, 2024, as declared by its Board of Directors on April 10, 2024. We approved and paid cash dividends of $0.375 per share for each of the four quarters of 2023 on both our Class A and Class B common stock.
Based on our current financial condition and credit relationships, we believe that our operations and borrowing resources will provide for our current and long-term capital requirements at our anticipated levels of activity.
Supplemental Financial Information
Currently, certain of our 100% owned subsidiaries, which are primarily homebuilding subsidiaries, are guaranteeing all our senior notes. The guarantees are full and unconditional.
The indentures governing our senior notes require that, if any of our 100% owned subsidiaries, other than our finance company subsidiaries and foreign subsidiaries, directly or indirectly guarantee at least $75 million principal amount of debt of Lennar Corporation (other than senior notes), those subsidiaries must also guarantee Lennar Corporation’s obligations with regard to its senior notes. Included in the following tables as part of “Obligors” together with Lennar Corporation are subsidiary entities that are not finance company subsidiaries or foreign subsidiaries and were guaranteeing the senior notes because at May 31, 2024 they were guaranteeing Lennar Corporation's letter of credit facilities and its Credit Facility, disclosed in Note 7 of the Notes to Condensed Consolidated Financial Statements. The guarantees are full, unconditional and joint and several and the guarantor subsidiaries are 100% directly or indirectly owned by Lennar Corporation. A subsidiary's guarantee of Lennar senior notes will be suspended at any time when it is not directly or indirectly guaranteeing at least $75 million principal amount of debt of Lennar Corporation (other than senior notes), and a subsidiary will be released from its guarantee and any other obligations it may have regarding the senior notes if all or substantially all its assets, or all of its capital stock, are sold or otherwise disposed.
Supplemental information for the Obligors, which excludes non-guarantor subsidiaries and intercompany transactions, at May 31, 2024 is included in the following tables. Intercompany balances and transactions within the Obligors have been eliminated and amounts attributable to the Obligors' investment in consolidated subsidiaries that have not issued or guaranteed the senior notes have been excluded. Amounts due from and transactions with nonobligor subsidiaries and related parties are separately disclosed:
| (In thousands) | May 31, 2024 | November 30, 2023 | |||||||||||||||||||||||||||
| Due from non-guarantor subsidiaries | $ | 23,871,671 | 22,020,227 | ||||||||||||||||||||||||||
| Equity method investments | 1,053,486 | 986,508 | |||||||||||||||||||||||||||
| Total assets | 47,493,655 | 45,830,841 | |||||||||||||||||||||||||||
| Total liabilities | 9,168,846 | 9,181,456 | |||||||||||||||||||||||||||
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| Six Months Ended | |||||
| (In thousands) | May 31, 2024 | ||||
| Total revenues | $ | 15,185,875 | |||
| Operating earnings | 2,292,267 | ||||
| Earnings before income taxes | 1,948,959 | ||||
| Net earnings attributable to Lennar | 1,493,633 | ||||
Off-Balance Sheet Arrangements
We regularly monitor the results of our Homebuilding, Multifamily and Lennar Other unconsolidated joint ventures and any trends that may affect their future liquidity or results of operations. We also monitor the performance of joint ventures in which we have investments on a regular basis to assess compliance with debt covenants. For those joint ventures not in compliance with the debt covenants, we evaluate and assess possible impairment of our investments. We believe that substantially all of the joint ventures were in compliance with applicable debt covenants at May 31, 2024.
Homebuilding: Investments in Unconsolidated Entities
As of May 31, 2024, we had equity investments in 47 active Homebuilding and land unconsolidated entities (of which 5 had recourse debt, 14 had non-recourse debt and 28 had no debt) and 48 active Homebuilding and land unconsolidated entities at November 30, 2023. Historically, we have invested in unconsolidated entities that acquired and developed land (1) for our homebuilding operations or for sale to third parties or (2) for the construction of homes for sale to third-party homebuyers. Through these entities, we have primarily sought to reduce and share our risk by limiting the amount of our capital invested in land, while obtaining access to potential future homesites and allowing us to participate in strategic ventures. The use of these entities also, in some instances, has enabled us to acquire land to which we could not otherwise obtain access, or could not obtain access on as favorable terms, without the participation of a strategic partner. Participants in these joint ventures have been land owners/developers, other homebuilders and financial or strategic partners. Joint ventures with land owners/developers have given us access to homesites owned or controlled by our partners. Joint ventures with other homebuilders have provided us with the ability to bid jointly with our partners for large land parcels. Joint ventures with financial partners have allowed us to combine our homebuilding expertise with access to our partners’ capital. Joint ventures with strategic partners have allowed us to combine our homebuilding expertise with the specific expertise (e.g. commercial or infill experience) of our partners. Each joint venture is governed by an executive committee consisting of members from the partners. Details regarding these investments, balances and debt are included in Note 3 of the Notes to Condensed Consolidated Financial Statements.
The following table summarizes the principal maturities of our Homebuilding unconsolidated entities (“JVs”) debt as per current debt arrangements as of May 31, 2024. It does not represent estimates of future cash payments that will be made to reduce debt balances. Many JV loans have extension options in the loan agreements that would allow the loans to be extended into future years.
| Principal Maturities of Unconsolidated JVs by Period | |||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total JV Debt | 2024 | 2025 | 2026 | Thereafter | Other | |||||||||||||||||||||||||||||||||||
| Bank debt without recourse to Lennar | $ | 1,295,017 | 307,709 | 164,715 | 144,883 | 677,710 | — | ||||||||||||||||||||||||||||||||||
| Land seller and other debt without recourse to Lennar | 4,358 | — | — | — | 4,358 | — | |||||||||||||||||||||||||||||||||||
| Maximum recourse debt exposure to Lennar | 42,855 | — | — | 10,945 | 31,910 | — | |||||||||||||||||||||||||||||||||||
| Debt issuance costs | (7,052) | — | — | — | — | (7,052) | |||||||||||||||||||||||||||||||||||
| Total | $ | 1,335,178 | 307,709 | 164,715 | 155,828 | 713,978 | (7,052) | ||||||||||||||||||||||||||||||||||
We own an approximately 40% interest in FivePoint Holdings, LLC., a NYSE listed company, and companies it manages, which own three large multi-use properties in California.
We manage, and have an investment in, Upward America Fund, which purchases single family homes and operates them as rental properties.
Multifamily: Investments in Unconsolidated Entities
At May 31, 2024, Multifamily had equity investments in 21 active unconsolidated entities that are engaged in multifamily residential developments (of which 18 had non-recourse debt and 3 had no debt) and 22 active unconsolidated entities at November 30, 2023. We invest in unconsolidated entities that acquire and develop land to construct multifamily rental properties. Through these entities, we are focusing on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets. Initially, we participated in building multifamily developments and selling them soon after they were completed. Participants in these joint ventures have been financial partners. Joint ventures with financial partners have allowed us to combine our development and construction expertise with access to our partners’ capital.
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Each joint venture is governed by an operating agreement that provides significant substantive participating voting rights on major decisions to our partners.
The Multifamily segment includes LMV I, LMV II and Canada Pension Plan Investments Fund, which are long-term multifamily development investment vehicles involved in the development, construction and property management of class-A multifamily assets. In June 2024, the LMV I fund sold some of its individual project rental operations. We may decide to monetize additional assets in this segment in the second half of 2024. Combined, these transactions could result in cash proceeds of approximately $250 million. Details of each fund as of and during the six months ended May 31, 2024 are included in Note 3 of the Notes to Condensed Consolidated Financial Statements.
The following table summarizes the principal maturities of our Multifamily unconsolidated entities debt as per current debt arrangements as of May 31, 2024. It does not represent estimates of future cash payments that will be made to reduce debt balances.
| Principal Maturities of Unconsolidated JVs by Period | |||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Total JV Debt | 2024 | 2025 | 2026 | Thereafter | Other | |||||||||||||||||||||||||||||||||||
| Debt without recourse to Lennar | $ | 5,000,458 | 1,023,659 | 1,785,912 | 1,005,542 | 1,185,345 | — | ||||||||||||||||||||||||||||||||||
| Debt issuance costs | (21,321) | — | — | — | — | (21,321) | |||||||||||||||||||||||||||||||||||
| Total | $ | 4,979,137 | 1,023,659 | 1,785,912 | 1,005,542 | 1,185,345 | (21,321) | ||||||||||||||||||||||||||||||||||
Lennar Other: Investments in Unconsolidated Entities
As part of the sale of the Rialto investment and asset management platform, we retained the right to receive a portion of payments with regard to carried interests if certain funds meet specified performance thresholds. We periodically receive advance distributions related to the carried interests in order to cover income tax obligations resulting from allocations of taxable income to the carried interests. These distributions are not subject to clawbacks but reduce future carried interest payments to which we become entitled from the applicable funds and are recorded as equity in earnings (loss) in the condensed consolidated statement of operations. Our investment in the Rialto funds totaled $146.9 million and $148.7 million as of May 31, 2024 and November 30, 2023, respectively.
As of May 31, 2024 and November 30, 2023, we had strategic technology investments in unconsolidated entities of $203.7 million and $127.5 million, respectively, accounted for under the equity method of accounting. Our strategic technology investments through our LENX business help to enhance the homebuying and home ownership experience, and help us stay at the forefront of homebuilding innovation. Details regarding these investments are included in Note 3 of the Notes to Condensed Consolidated Financial Statements.
Option Contracts
We often obtain access to land through option contracts, which generally enable us to control portions of properties owned by third parties (including land banks) and unconsolidated entities until we have determined whether to exercise the options. Since fiscal year 2020, we have been increasing the percentage of our total homesites that we control through option contracts rather than own.
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The table below indicates the number of homesites to which we had access through option contracts with third parties and unconsolidated JVs (i.e., controlled homesites) and homesites owned (excluding homes in inventory):
| Years of | |||||||||||||||||||||||||||||||||||
| May 31, 2024 | Controlled Homesites | Owned Homesites | Total Homesites | Supply Owned (1) | |||||||||||||||||||||||||||||||
| East | 86,439 | 19,683 | 106,122 | ||||||||||||||||||||||||||||||||
| Central | 77,375 | 29,587 | 106,962 | ||||||||||||||||||||||||||||||||
| Texas | 98,297 | 18,721 | 117,018 | ||||||||||||||||||||||||||||||||
| West | 72,617 | 21,688 | 94,305 | ||||||||||||||||||||||||||||||||
| Other | 4,828 | 1,891 | 6,719 | ||||||||||||||||||||||||||||||||
| Total homesites | 339,556 | 91,570 | 431,126 | 1.2 | |||||||||||||||||||||||||||||||
| % of total homesites | 79% | 21% | |||||||||||||||||||||||||||||||||
| Years of | |||||||||||||||||||||||||||||||||||
| May 31, 2023 | Controlled Homesites | Owned Homesites | Total Homesites | Supply Owned (1) | |||||||||||||||||||||||||||||||
| East | 76,896 | 25,220 | 102,116 | ||||||||||||||||||||||||||||||||
| Central | 51,798 | 36,420 | 88,218 | ||||||||||||||||||||||||||||||||
| Texas | 75,316 | 28,734 | 104,050 | ||||||||||||||||||||||||||||||||
| West | 60,118 | 24,462 | 84,580 | ||||||||||||||||||||||||||||||||
| Other | 5,758 | 1,891 | 7,649 | ||||||||||||||||||||||||||||||||
| Total homesites | 269,886 | 116,727 | 386,613 | 1.7 | |||||||||||||||||||||||||||||||
| % of total homesites | 70% | 30% | |||||||||||||||||||||||||||||||||
(1)Based on trailing twelve months of home deliveries.
Details on option contracts and related consolidated inventory not owned and exposure are included in Note 9 of the Notes to Condensed Consolidated Financial Statements.
Contractual Obligations and Commercial Commitments
Our contractual obligations and commercial commitments have not changed materially from those reported in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, except for redemption/repurchase of $575 million of senior notes and a decrease of $754 million in borrowings under the Financial Services' warehouse repurchase facilities.
(3) Recently Adopted Accounting Pronouncements
See Note 1 of the Notes to Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report on Form 10-Q for a discussion of recently adopted accounting pronouncements.
(4) Critical Accounting Policies
There have been no significant changes to our critical accounting policies during the six months ended May 31, 2024 as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our investments, debt obligations, loans held-for-sale and loans held-for-investment. We utilize forward commitments and option contracts to mitigate the risks associated with our mortgage loan portfolio. Since November 30, 2023, there have been no material changes in market risk exposures associated with interest rate risk.
As of May 31, 2024, we had no outstanding borrowings under our Credit Facility.
As of May 31, 2024, our borrowings under Financial Services' warehouse repurchase facilities totaled $1.2 billion under residential facilities and $48.1 million under LMF Commercial facilities.
Information Regarding Interest Rate Sensitivity
Principal (Notional) Amount by
Expected Maturity and Average Interest Rate
May 31, 2024
| Six Months Ending November 30, | Years Ending November 30, | Fair Value at May 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Homebuilding: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Notes and other debt payable: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | $ | 9.0 | 671.3 | 453.2 | 1,068.2 | 10.1 | 11.5 | 17.1 | 2,240.4 | 2,224.5 | |||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | 3.3 | % | 4.7 | % | 5.2 | % | 4.9 | % | 3.0 | % | 7.5 | % | 6.4 | % | 4.9 | % | — | ||||||||||||||||||||||||||||||||||||
| Financial Services: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes and other debt payable: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | $ | — | — | — | — | — | — | 129.0 | 129.0 | 129.6 | |||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | — | — | — | — | — | — | 3.4 | % | 3.4 | % | — | ||||||||||||||||||||||||||||||||||||||||||
| Variable rate | $ | 1,281.1 | — | — | — | — | — | — | 1,281.1 | 1,281.1 | |||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | 7.0 | % | — | — | — | — | — | — | 7.0 | % | — | ||||||||||||||||||||||||||||||||||||||||||
For additional information regarding our market risk refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023.
Item 4. Controls and Procedures
Our Executive Chairman and Co-Chief Executive Officer, our Co-Chief Executive Officer and President (together, “Co-CEOs”) and our Chief Financial Officer (“CFO”) participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of May 31, 2024 to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including both of our Co-CEOs and our CFO, as appropriate, to allow timely decisions regarding required disclosures.
Both of our Co-CEOs and our CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2024. That evaluation did not identify any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
We are party to various claims and lawsuits relating to homes we sold which arise in the ordinary course of business, but we do not consider the volume of our claims and lawsuits unusual given the number of homes we deliver and the fact that the lawsuits often relate to homes delivered several years before the lawsuits are commenced. Although the specific allegations in the lawsuits differ, they most commonly involve claims that we failed to construct homes in particular communities in accordance with plans and specifications or applicable construction codes and seek reimbursement for sums allegedly needed to remedy the alleged deficiencies, assert contract issues or relate to personal injuries. Lawsuits of these types are common within the homebuilding industry. We are a plaintiff in a number of cases in which we seek contribution from our subcontractors for home repair costs. The costs incurred by us in construction defect lawsuits may be offset by warranty reserves, our third-party insurers, subcontractor insurers or indemnity contributions from subcontractors. From time to time, we are also a party to lawsuits involving purchases and sales of real property. These lawsuits often include claims regarding representations and warranties made in connection with the transfer of the property and disputes regarding the obligation to purchase or sell the property. From time-to-time, we also receive notices from environmental agencies or other regulators regarding alleged violations of environmental or other laws. We typically settle all of the foregoing matters before they reach litigation for amounts that are not material to us.
We do not believe that the ultimate resolution of these claims or lawsuits will have a material adverse effect on our business or financial position. However, the financial effect of litigation concerning purchases and sales of property may depend upon the value of the subject property, which may have changed from the time the agreement for purchase or sale was entered into.
Item 1A. Risk Factors
Our business is subject to a variety of risks and uncertainties. These risks are described elsewhere in this Quarterly Report on Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations above, or in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. There have been no material changes in our risk factors from those disclosed in those reports, other than the impact of inflation and increased interest rates, which are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations above.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about our repurchases of common stock during the three months ended May 31, 2024:
| Period: | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number of Shares that may yet be Purchased under the Plans or Programs (2) | |||||||||||||||||||
| March 1 to March 31, 2024 | 182,906 | $ | 164.68 | 182,000 | 12,022,347 | ||||||||||||||||||
| April 1 to April 30, 2024 | 3,328,597 | $ | 158.86 | 3,315,654 | 8,706,693 | ||||||||||||||||||
| May 1 to May 31, 2024 | 302,752 | $ | 152.80 | 302,346 | 8,404,347 | ||||||||||||||||||
(1)Includes shares of Class A common stock withheld by us to cover withholding taxes due, at the election of certain holders of nonvested shares, with market value approximating the amount of withholding taxes due.
(2)In January 2024, our Board of Directors authorized an increase to our stock repurchase program to enable us to repurchase up to an additional $5 billion in value of our outstanding Class A or Class B common stock. Repurchases are authorized to be made in open-market or private transactions. The repurchase authorization has no expiration date.
Items 3 - 4. Not Applicable
Item 5. Other Information
During the period covered by this Quarterly Report on Form 10-Q, no director or executive officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Lennar Corporation, dated April 10, 2024 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated April 11, 2024. | |||||||
| 10.1 | * ** | |||||||
| 31.1 | ** | |||||||
| 31.2 | ** | |||||||
| 31.3 | ** | |||||||
| 32. | *** | |||||||
| 101. | ** | The following financial statements from Lennar Corporation's Quarterly Report on Form 10-Q for the quarter ended May 31, 2024, filed on June 28, 2024, were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements. | ||||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | |||||||
* Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Lennar Corporation | |||||||||||
| (Registrant) | |||||||||||
| Date: | June 28, 2024 | /s/ Diane Bessette | |||||||||
| Diane Bessette | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
| Date: | June 28, 2024 | /s/ David Collins | |||||||||
| David Collins | |||||||||||
| Vice President and Controller | |||||||||||
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Exhibit 10.1
LENNAR CORPORATION
2016 EQUITY INCENTIVE PLAN
ADDITIONAL TERMS FOR ISRAELI PARTICIPANTS
1.1 In accordance with Section 10 of the Lennar Corporation 2016 Equity Incentive Plan (the “Plan”), the Committee, effective as of May 14, 2024 (the “Effective Date”), adopted the Lennar Corporation 2016 Equity Incentive Plan: Additional Terms for Israeli Participants (the “Equity Plan Additional Terms”). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.
1.2 The purpose of the Equity Plan Additional Terms is to establish certain rules and limitations applicable to Awards under the Plan following the Effective Date that may be granted or issued to persons who are deemed to be residents of the State of Israel for tax purposes, or are otherwise subject to taxation in Israel with respect to such Awards (the “Israeli Participants”) such that such Awards are in compliance with the tax, securities and other applicable laws currently in force in the State of Israel. All grants made pursuant to the Equity Plan Additional Terms are Awards under and subject to the terms of the Plan. The Equity Plan Additional Terms comply with, and are subject to, the ITO and Section 102.
1.3 The Plan and the Equity Plan Additional Terms should be read together. In any case of contradiction, whether explicit or implied, between the provisions of the Equity Plan Additional Terms and the Plan, the provisions of the Plan will govern, except and solely to the extent required, with respect to any provisions of the Equity Plan Additional Terms intended to ensure compliance with the 102 Capital Gains Track or applicable law.
2.DEFINITIONS
Capitalized terms not otherwise defined herein will have the meaning assigned to them in the Plan. The following additional definitions will apply to grants made pursuant to the Equity Plan Additional Terms:
“3(i) Award” means an Award that is subject to taxation pursuant to Section 3(i) of the ITO, which has been granted to any person who is not an Eligible 102 Participant.
“102 Capital Gains Track” means the tax alternative set forth in Section 102(b) of the ITO pursuant to which all or a part of the income resulting from the sale of Shares is taxable as a capital gain.
“102 Capital Gains Track Grant” means a 102 Trustee Grant qualifying for the special tax treatment under the 102 Capital Gains Track.
“102 Ordinary Income Track” means the tax alternative set forth in Section 102(b)(1) of the ITO pursuant to which income resulting from the sale of Shares derived from Awards is taxed as ordinary income.
“102 Ordinary Income Track Grant” means a 102 Trustee Grant qualifying for the ordinary income tax treatment under the 102 Ordinary Income Track.
“102 Trustee Grant” means an Award granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the Eligible 102 Participant, and includes both 102 Capital Gains Track Grants and 102 Ordinary Income Track Grants.
“Affiliate” for the purpose of grants made under the Equity Plan Additional Terms, means any affiliated entity of the Company that is an “employing company” within the meaning of Section 102(a) of the ITO.
“Controlling Shareholder” as defined in Section 32(9) of the ITO, means an individual who prior to the grant or as a result of the grant, vesting or exercise of any Award, holds or would hold, directly or indirectly, in his name or with a relative (as defined in the ITO) (i) 10% of the outstanding share capital of the Company, (ii) 10% of the voting power of the Company, (iii) the right to hold or purchase 10% of the outstanding equity or voting power, (iv) the right to obtain 10% of the “profit” of the Company (as defined in the ITO), or (v) the right to appoint a director of the Company.
“Deposit Requirements” means with respect to a 102 Trustee Grant, the requirement to evidence deposit of an Award with the Trustee, in accordance with Section 102, in order to qualify as a 102 Trustee Grant. As of the time of approval of the Equity Plan Additional Terms, the ITA guidelines regarding Deposit Requirements for 102 Capital Gains Track Grants require that the Trustee be provided with (a) the resolutions approving Awards intended to qualify as 102 Capital Gains Track Grants within 45 days of the date of the Committee’s or its delegee’s approval of such Award, including full details of the terms of the Awards, and (b) a copy of the Award Agreement executed by the Eligible 102 Participant and/or Eligible 102 Participant’s consent to the requirements of the 102 Capital Gains Track Grant within 90 days of the Committee’s or its delegee’s approval of such Award.
“Election” means the Company’s choice of the type of 102 Trustee Grants it will make under the Plan (as between the 102 Capital Gains Track or the 102 Ordinary Income Track), as filed with the ITA.
“Eligible 102 Participant” means a Participant who is employed by the Company or its Affiliates, including an individual who is serving as a director (as defined in the ITO) or an office holder (as defined in the ITO), who is not a Controlling Shareholder.
“Israeli Fair Market Value” means with respect to 102 Capital Gains Track Grants only, for the sole purpose of determining tax liability pursuant to Section 102(b)(3) of the ITO, the fair market value of the Shares at the date of grant will be determined in accordance with the average value of the Company’s shares on the thirty (30) trading days preceding the date of grant.
“ITA” means the Israel Tax Authority.
“ITO” means the Israel Income Tax Ordinance (New Version), 1961, and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the Rules, all as may be amended from time to time.
“Non-Trustee Grant” means an Award granted to an Eligible 102 Participant pursuant to Section 102(c) of the ITO and not held in trust by a Trustee.
2
“Required Holding Period” means the requisite period prescribed by the ITO and the Rules, or such other period as may be required by the ITA, with respect to 102 Trustee Grants, during which Awards granted by the Company and/or Shares issued pursuant to such Awards must be held by the Trustee for the benefit of the person to whom it was granted. As of the date of the adoption of the Equity Plan Additional Terms, the Required Holding Period for 102 Capital Gains Track Grants is 24 months from the date of grant of the Award.
“Rules” means the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003.
“Section 102” means the provisions of Section 102 of the ITO, as amended from time to time, including by the Law Amending the Income Tax Ordinance (Number 132), 2002, effective as of January 1, 2003 and by the Law Amending the Income Tax Ordinance (Number 147), 2005.
“Trustee” means a person or entity designated by the Committee to serve as a trustee and approved by the ITA in accordance with the provisions of Section 102(a) of the ITO.
3.TYPES OF AWARDS AND SECTION 102 ELECTION
3.1 Awards granted as 102 Trustee Grants will be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capital Gains Track Grants or (b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track Grants. The Company’s Election regarding the type of 102 Trustee Grant it chooses to make will be filed with the ITA. Once the Company (or its Affiliate) has filed such Election, it may change the type of 102 Trustee Grant that it chooses to make only after the passage of at least 12 months from the end of the calendar year in which the first grant was made in accordance with the previous Election, in accordance with Section 102. For the avoidance of doubt, such Election will not prevent the Company from granting Non-Trustee Grants to Eligible 102 Participants at any time.
3.2 Eligible 102 Participants may receive only 102 Trustee Grants or Non-Trustee Grants under the Equity Plan Additional Terms. Participants who are not Eligible 102 Participants may be granted only 3(i) Awards under the Equity Plan Additional Terms.
3.3 No 102 Trustee Grants may be made effective pursuant to the Equity Plan Additional Terms until 30 days after the date the requisite filings required by the ITO and the Rules, including the filing of the Plan and Equity Plan Additional Terms, have been made with the ITA.
3.4 The Award Agreement will indicate whether the grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Award; and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant.
4.TERMS AND CONDITIONS OF 102 TRUSTEE GRANTS
4.1 Each 102 Trustee Grant will be deemed granted on the date approved by the Committee or its delegee, and stated in the Award Agreement, provided that its qualification as a 102 Trustee Grant will be dependent upon the Company’s and the Trustee's compliance with any applicable requirements set forth by the ITA with regard to such grants.
3
4.2 A 102 Trustee Grant granted to an Eligible 102 Participant and each certificate for Shares acquired pursuant to a 102 Trustee Grant will be deposited with a Trustee in compliance with the Deposit Requirements and held in trust by the Trustee (or be subject to a supervisory trustee arrangement if approved by the ITA). After termination of the Required Holding Period, the Trustee may release any Shares issued with respect to such Awards, provided that (i) the Trustee has received an acknowledgment from the ITA that the Eligible 102 Participant has paid any applicable tax due pursuant to the ITO or (ii) the Trustee or the Company or its Affiliate withholds any applicable tax due pursuant to the ITO. The Trustee will not release any 102 Trustee Grants or Shares issued with respect to the 102 Trustee Grants prior to the full payment of the Eligible 102 Participant’s tax liabilities.
4.3 Each 102 Trustee Grant will be subject to the relevant terms of Section 102 and the ITO, which will be deemed an integral part of the 102 Trustee Grant and will prevail over any term contained in the Plan, the Equity Plan Additional Terms or Award Agreement that is not consistent therewith. Any provision of the ITO and any approvals of the ITA not expressly specified in the Equity Plan Additional Terms or Award Agreement that are necessary to receive or maintain any tax benefit pursuant to Section 102 will be binding on the Eligible 102 Participant. The Trustee and the Eligible 102 Participant granted a 102 Trustee Grant will comply with the ITO, and the terms and conditions of that certain Trust Agreement entered into between the Company and the Trustee (the “Trust Agreement”). For the avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance with the Rules. The Eligible 102 Participant may be required to execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102 and the Deposit Requirements (or a supervisory trustee arrangement, if approved by the ITA). With respect to 102 Capital Gain Track Grants, the provisions of Section 102(b)(3) of the ITO will apply with respect to the Israeli tax rate applicable to such Awards. Awards granted under 102 Capital Gains Track with respect to Shares listed on an established stock exchange or a national market system are subject to the provisions of Section 102(b)(3) of the ITO, and accordingly, will be subject to ordinary employment income tax withholding requirements to the extent any amount payable for such Shares (such as the exercise price for options) is less than the Israeli Fair Market Value of the Shares on the date of grant, or with respect to the entire Israeli Fair Market Value of the Shares on the date of grant with respect to Restricted Stock Units issued without a purchase price, provided that the tax withholding obligation will be deferred until the date of sale of the Shares or transfer from the trust arrangements.
4.4 During the Required Holding Period, the Eligible 102 Participant will not require the Trustee to release or sell the Awards and Shares received following any realization of rights derived from Awards or Shares (including stock dividends) to the Eligible 102 Participant or to a third party, unless permitted to do so by applicable law. Notwithstanding the foregoing, the Trustee may, pursuant to a written request and subject to applicable law, release and transfer such Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such transfer: (i) all taxes required to be paid upon the release and transfer of the Shares have been withheld for transfer to the tax authorities and (ii) the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, the Plan, any
4
applicable Award Agreement and applicable law. For the avoidance of doubt, such sale or release during the Required Holding Period will result in different tax ramifications to the Eligible 102 Participant under Section 102 of the ITO and the Rules and/or any other regulations or orders or procedures promulgated thereunder, which will apply to and will be borne solely by such Eligible 102 Participant (including tax and mandatory payments otherwise payable by the Company or its Affiliates, which would not apply absent a sale or release during the Required Holding Period).
4.5 In the event a stock dividend is declared or additional rights are granted with respect to Shares which derive from Awards granted as 102 Trustee Grants, such dividend or rights will also be subject to the provisions of this Section 4 and the Required Holding Period for such dividend shares or rights will be measured from the commencement of the Required Holding Period for the Award with respect to which the dividend was declared or rights granted. In the event of a cash dividend on Shares, the Trustee will transfer the dividend proceeds to the Eligible 102 Participant in accordance with the Plan after deduction of taxes and mandatory payments in compliance with applicable withholding requirements, and subject to any other requirements imposed by the ITA.
4.6 If an Award granted as a 102 Trustee Grant vests or is exercised during the Required Holding Period, the Shares issued upon such vesting or exercise will be issued in the name of the Trustee for the benefit of the Eligible 102 Participant (or be subject to a supervisory trustee arrangement if approved by the ITA). If such 102 Trustee Grant is settled after the Required Holding Period ends, the Shares issued upon such settlement will, at the election of the Eligible 102 Participant, either (i) be issued in the name of the Trustee (or be subject to a supervisory trustee arrangement if approved by the ITA), or (ii) be transferred to the Eligible 102 Participant directly, provided that the Eligible 102 Participant first complies with all applicable provisions of the Plan and the Equity Plan Additional Terms.
4.7 For the avoidance of doubt: (i) notwithstanding anything to the contrary in the Plan, including without limitation Section 4.6 thereof, payment upon exercise of Awards granted under the 102 Capital Gains Track may only be paid by cash or check, and not by surrender of Shares, or by a reduction of Shares pursuant to a “cashless exercise” or “net exercise” arrangement, or other forms of payment, unless and to the extent permitted under Section 102 and as expressly authorized by the ITA; (ii) certain adjustments and modifications to the terms of Awards granted under the 102 Capital Gains Track, including, without limitation, further to recapitalization and other events pursuant to Section 12 of the Plan, may disqualify the Awards from benefitting from the tax benefits under the 102 Capital Gains Track, unless prior approval of the ITA is obtained; (iii) notwithstanding anything to the contrary in the Plan, any repurchase of Awards will not apply to Awards granted under Section 102, except and to the extent expressly authorized by the ITA; (iv) the grant of stock appreciation rights and Phantom Shares will not qualify under the 102 Capital Gains Track except and to the extent expressly authorized by the ITA; (v) notwithstanding anything to the contrary in the Plan, including without limitation Section 9 thereof, all withholding obligations will be conducted according to the ITA requirements as specified in Section 6 of the Equity Plan Additional Terms; (vi) notwithstanding anything to the contrary in the Plan, Performance-Based Awards, and the Company’s ability to alter, vary or adjust performance objectives with respect to Performance-Based Awards may require the approval of the ITA in order for such Awards to qualify under the 102 Capital Gains
5
Track; and (vii) unless otherwise required by applicable law, the clawback provision shall not apply to Awards granted under the 102 Capital Gains Track.
5.ASSIGNABILITY
As long as Awards or Shares are held by the Trustee on behalf of the Eligible 102 Participant, all rights of the Eligible 102 Participant over the Awards or Shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. Any transfer will be subject to compliance with the requirements of the Plan as in effect from time to time.
6.TAX CONSEQUENCES
6.1 Any tax consequences arising from the grant or settlement of any Award, the vesting, exercise, issuance, sale or transfer and payment for the Shares covered thereby, or from any other event or act (of the Company, its Affiliates, the Trustee or the Participant) relating to an Award or Shares issued thereupon will be borne solely by the Participant. The Company and its Affiliates, and the Trustee will withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant will agree to indemnify the Company, its Affiliates, and the Trustee, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its Affiliates, and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to an Award granted under the Plan and the vesting, exercise, sale, transfer or other disposition thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum extent permitted under law; (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld; (iii) withholding otherwise deliverable Shares; or (iv) selling a sufficient number of such Shares otherwise deliverable to a Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) sufficient to cover the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to the Participant’s authorization as expressed by acceptance of the Award under the terms herein), to the extent permitted by applicable law or pursuant to the approval of the ITA. In addition, the Participant will be required to pay any amount (including penalties) that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.
6.2 The Company does not represent or undertake that an Award will qualify for or comply with the requisites of any particular tax treatment (such as the 102 Capital Gains Track), nor will the Company, its assignees or successors be required to take any action for the qualification of any Award under such tax treatment. The Company will have no liability of any kind or nature in the event that, as a result of the application of applicable law, actions by the
6
Trustee or any position or interpretation of the ITA, or for any other reason whatsoever, an Award will be deemed to not qualify for any particular tax treatment.
6.3 With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant will extend to the Company or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares to the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the Rules.
7.SECURITIES LAWS
All Awards hereunder are subject to compliance with the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder.
* * *
7
Exhibit 31.1
Chief Executive Officer's Certification
I, Stuart Miller, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Lennar Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | June 28, 2024 | /s/ Stuart Miller | |||||||||
| Name: | Stuart Miller | ||||||||||
| Title: | Executive Chairman and Co-Chief Executive Officer | ||||||||||
Exhibit 31.2
Chief Executive Officer's Certification
I, Jonathan M. Jaffe, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Lennar Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | June 28, 2024 | /s/ Jonathan M. Jaffe | |||||||||
| Name: | Jonathan M. Jaffe | ||||||||||
| Title: | Co-Chief Executive Officer and President | ||||||||||
Exhibit 31.3
Chief Financial Officer’s Certification
I, Diane Bessette, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Lennar Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | June 28, 2024 | /s/ Diane Bessette | |||||||||
| Name: | Diane Bessette | ||||||||||
| Title: | Vice President and Chief Financial Officer | ||||||||||
Exhibit 32
Officers' Section 1350 Certifications
Each of the undersigned officers of Lennar Corporation, a Delaware corporation (the “Company”), hereby certifies that (i) the Company's Quarterly Report on Form 10-Q for the period ended May 31, 2024 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (ii) the information contained in the Company's Quarterly Report on Form 10-Q for the period ended May 31, 2024 fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | June 28, 2024 | /s/ Stuart Miller | |||||||||
| Name: | Stuart Miller | ||||||||||
| Title: | Executive Chairman and Co-Chief Executive Officer | ||||||||||
| Date: | June 28, 2024 | /s/ Jonathan M. Jaffe | |||||||||
| Name: | Jonathan M. Jaffe | ||||||||||
| Title: | Co-Chief Executive Officer and President | ||||||||||
| Date: | June 28, 2024 | /s/ Diane Bessette | |||||||||
| Name: | Diane Bessette | ||||||||||
| Title: | Vice President and Chief Financial Officer | ||||||||||