Levitt Corporation
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2004

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number
001-31931

Levitt Corporation

(Exact name of registrant as specified in its Charter)
     
Florida
(State or other jurisdiction of
incorporation or organization)
  11-3675068
(I.R.S. Employer
Identification No.)
     
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida

(Address of principal executive offices)
  33304
(Zip Code)

(954) 760-5200
(Registrant’s telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

Indicate the number of shares outstanding for each of the Registrant’s classes of common stock, as of November 9, 2004:

         
Class of Common Stock
  Shares Outstanding
Class A common stock, $0.01 par value
    18,597,166  
Class B common stock, $0.01 par value
    1,219,031  

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Levitt Corporation and Subsidiaries
Index to Unaudited Consolidated Financial Statements

 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
 CEO Certification pursuant to Section 302
 CFO Certification pursuant to Section 302
 CEO Certification pursuant to Section 906
 CFO Certification pursuant to Section 906

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Levitt Corporation

Consolidated Statements of Financial Condition - Unaudited
(In thousands except share data)
                 
    September 30,   December 31,
    2004
  2003
Assets
               
Cash and cash equivalents
  $ 109,746       35,965  
Restricted cash
    2,525       3,384  
Notes receivable
    5,729       5,163  
Inventory of real estate
    428,304       257,556  
Investments in real estate joint ventures
    1,550       4,106  
Investment in Bluegreen Corporation
    80,752       70,852  
Other assets
    21,990       15,034  
Goodwill
    1,541        
Deferred tax asset, net
          654  
 
   
 
     
 
 
Total assets
  $ 652,137       392,714  
 
   
 
     
 
 
Liabilities and Shareholders’ Equity
               
Accounts payable and accrued liabilities
  $ 53,962       40,011  
Customer deposits
    52,945       52,134  
Current income tax payable
    244       1,024  
Notes and mortgage notes payable
    210,777       111,625  
Notes and mortgage notes payable to affiliates
    49,128       61,618  
Development bonds payable
    441       850  
Deferred tax liability, net
    4,871        
 
   
 
     
 
 
Total liabilities
    372,368       267,262  
Shareholders’ equity:
               
Preferred stock, $0.01 par value Authorized: 5,000,000 shares
Issued and outstanding: no shares
           
Class A Common Stock, $0.01 par value
Authorized: 50,000,000 shares
Issued and outstanding: 18,597,166 and 13,597,166 shares, respectively
    186       136  
Class B Common Stock, $0.01 par value
Authorized: 10,000,000 shares
Issued and outstanding: 1,219,031 and 1,219,031 shares, respectively
    12       12  
Additional paid-in capital
    182,313       67,855  
Retained earnings
    97,026       57,020  
Accumulated other comprehensive income
    232       429  
 
   
 
     
 
 
Total shareholders’ equity
    279,769       125,452  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 652,137       392,714  
 
   
 
     
 
 

See accompanying notes to unaudited consolidated financial statements.

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Levitt Corporation

Consolidated Statements of Operations – Unaudited
(In thousands, except per share data)
                                 
    Three Months   Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
Revenues:
                               
Sales of real estate
  $ 132,893       64,930       373,946       184,933  
Title and mortgage operations
    1,164       607       3,473       1,588  
 
   
 
     
 
     
 
     
 
 
Total revenues
    134,057       65,537       377,419       186,521  
 
   
 
     
 
     
 
     
 
 
Costs and expenses:
                               
Cost of sales of real estate
    98,513       46,487       275,854       135,162  
Selling, general and administrative expenses
    17,298       10,210       50,233       28,712  
Interest expense, net
    178             236       249  
Other expenses
    3,594       379       4,988       1,047  
Minority interest
    (50 )     (22 )     (26 )     127  
 
   
 
     
 
     
 
     
 
 
Total costs and expenses
    119,533       57,054       331,285       165,297  
 
   
 
     
 
     
 
     
 
 
 
    14,524       8,483       46,134       21,224  
Earnings from Bluegreen Corporation
    5,790       3,350       10,651       5,156  
(Loss) earnings from real estate joint ventures
    (25 )     (16 )     5,712       (98 )
Interest and other income
    1,979       663       3,306       1,930  
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    22,268       12,480       65,803       28,212  
Provision for income taxes
    8,608       4,819       25,401       10,891  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 13,660       7,661       40,402       17,321  
 
   
 
     
 
     
 
     
 
 
Earnings per common share:
                               
Basic
  $ 0.69       0.52       2.23       1.17  
Diluted
  $ 0.66       0.50       2.18       1.14  
Weighted average common shares outstanding:
                               
Basic
    19,816       14,816       18,083       14,816  
Diluted
    19,872       14,816       18,127       14,816  
Dividends declared per common share:
                               
Class A common stock
  $ 0.02             0.02        
Class B common stock
  $ 0.02             0.02        

See accompanying notes to unaudited consolidated financial statements.

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Levitt Corporation

Consolidated Statements of Comprehensive Income - Unaudited
(In thousands)
                                 
    Three Months   Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
Net income
  $ 13,660       7,661       40,402       17,321  
Other comprehensive income:
                               
Pro-rata share of unrealized (loss) gain recognized by Bluegreen on retained interests in notes receivable sold, net of tax
    (211 )     112       (197 )     775  
 
   
 
     
 
     
 
     
 
 
Comprehensive income
  $ 13,449       7,773       40,205       18,096  
 
   
 
     
 
     
 
     
 
 

See accompanying notes to unaudited consolidated financial statements.

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Levitt Corporation

Consolidated Statement of Shareholders’ Equity - Unaudited
For the Nine Months Ended September 30, 2004
(In thousands)
                                                 
                                    Accumulated    
                                    Compre-    
    Class A   Class B   Additional           hensive    
    Common   Common   Paid-In   Retained   Income    
    Stock
  Stock
  Capital
  Earnings
  (Loss)
  Total
Balance at December 31, 2003
  $ 136       12       67,855       57,020       429       125,452  
Net income
                      40,402             40,402  
Other comprehensive loss
                            (197 )     (197 )
Issuance of common stock, net of stock issuance costs
    50             114,719                   114,769  
Cash dividends paid
                      (396 )           (396 )
Issuance of Bluegreen common stock, net of tax
                (261 )                 (261 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Balance at September 30, 2004
  $ 186       12       182,313       97,026       232       279,769  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

See accompanying notes to unaudited consolidated financial statements.

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Levitt Corporation

Consolidated Statements of Cash Flows - Unaudited
(In thousands)
                 
    Nine Months
    Ended September 30,
    2004
  2003
Operating activities:
               
Net income
  $ 40,402       17,321  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    439       226  
Increase in deferred income taxes
    5,049       3,078  
Earnings from Bluegreen Corporation
    (10,651 )     (5,156 )
(Earnings) loss from real estate joint ventures
    (5,712 )     99  
Gain on sale of building
    (2,162 )      
Changes in operating assets and liabilities:
               
Restricted cash
    859       (313 )
Notes receivable
    (566 )     919  
Inventory of real estate
    (148,821 )     (36,728 )
Other assets
    (5,275 )     (2,405 )
Accounts payable, accrued expenses and other liabilities
    10,480       27,931  
 
   
 
     
 
 
Net cash (used in) provided by operating activities
    (115,958 )     4,972  
 
   
 
     
 
 
Investing activities:
               
Investment in real estate joint ventures
    (127 )     (905 )
Distributions from real estate joint ventures
    8,464       1,196  
Proceeds from partial sale of joint venture interest
    340        
Purchase of Bowden Building Corporation, net of cash acquired
    (6,109 )      
Proceeds from sale of building
    5,315        
Other
    (2,045 )     (343 )
 
   
 
     
 
 
Net cash provided by (used in) investing activities
    5,838       (52 )
 
   
 
     
 
 
Financing activities:
               
Proceeds from notes and mortgage notes payable
    240,878       97,784  
Proceeds from notes and mortgage notes payable to affiliates
    26,482       28,571  
Repayment of notes and mortgage notes payable
    (158,451 )     (74,820 )
Repayment of notes and mortgage notes payable to affiliates
    (38,972 )     (32,834 )
Repayment of development bonds payable
    (409 )     (3,590 )
Proceeds from issuance of common stock, net of issuance costs
    114,769        
Cash dividends paid
    (396 )      
 
   
 
     
 
 
Net cash provided by financing activities
    183,901       15,111  
 
   
 
     
 
 
Increase in cash and cash equivalents
    73,781       20,031  
Cash and cash equivalents at the beginning of period
    35,965       16,014  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 109,746       36,045  
 
   
 
     
 
 

(Continued on next page)

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Levitt Corporation
Consolidated Statements of Cash Flows - Unaudited
(In thousands)

                 
    Nine Months
    Ended September 30,
    2004
  2003
Supplemental cash flow information
               
Interest paid on borrowings
  $ 7,190       6,090  
Income taxes paid
    21,921       8,081  
Supplemental disclosure of non-cash operating, investing and financing activities:
               
Change in shareholder’s equity resulting from the change in other comprehensive (loss) gain, net of taxes
    (197 )     775  
Change in shareholder’s equity from the net effect of Bluegreen’s capital transactions, net of taxes
    (261 )     (106 )
Increase in joint venture investment resulting from unrealized gain on non-monetary exchange
    409        
Fair value of assets acquired from acquisition of Bowden Building Corporation
    26,696        
Fair value of liabilities acquired from acquisition of Bowden Building Corporation
    20,587        

See accompanying notes to unaudited consolidated financial statements.

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Levitt Corporation

Notes to Unaudited Consolidated Financial Statements

1. Presentation of Interim Financial Statements

     Levitt Corporation (including its subsidiaries, the “Company”) engages in real estate activities through its Homebuilding and Land Divisions and other operations. The Homebuilding Division operates through Levitt and Sons, LLC (“Levitt and Sons”) and Bowden Building Corporation (“Bowden”), developers of single family home, townhome and condominium communities. The Land Division consists of the operations of Core Communities, LLC, a land and master-planned community developer (“Core Communities”). Other Operations includes Levitt Commercial, LLC, a developer of commercial properties (“Levitt Commercial”); an equity investment in Bluegreen Corporation, a New York Stock Exchange-listed company engaged in the acquisition, development, marketing and sale of ownership interests in vacation resorts and the development and sale of golf communities and residential land (“Bluegreen”); and investments in real estate and real estate joint ventures.

     The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-segment transactions have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. Certain items in prior period financial statements have been reclassified to conform to the current presentation. These financial statements should be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2003 and quarterly reports on Forms 10-Q for the quarters ended March 31, 2004 and June 30, 2004.

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2. Stock Based Compensation

     The Company accounts for stock option grants under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No compensation expense is recognized because all stock options granted have exercise prices not less than the market value of the Company’s stock on the date of grant.

     The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS 148, Accounting for Stock-Based Compensation – Transition and Disclosure, to stock-based employee compensation (in thousands, except per share data):

                                 
    Three Months   Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  2004
  2003
Pro forma net income
                               
Net income, as reported
  $ 13,660       7,661       40,402       17,321  
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related income tax effects and minority interest
    (149 )           (748 )      
 
   
 
     
 
     
 
     
 
 
Pro forma net income
  $ 13,511       7,661       39,654       17,321  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share:
                               
As reported
  $ 0.69       0.52       2.23       1.17  
Pro forma
    0.68       0.52       2.19       1.17  
Diluted earnings per share:
                               
As reported
  $ 0.66       0.50       2.18       1.14  
Pro forma
    0.66       0.50       2.14       1.14  

3. Inventory of Real Estate

     Inventory of real estate is summarized as follows (in thousands):

                 
    September 30,   December 31,
    2004
  2003
Land and land development costs
  $ 292,982       174,142  
Construction costs
    123,288       67,895  
Other costs
    12,034       15,519  
 
   
 
     
 
 
 
  $ 428,304       257,556  
 
   
 
     
 
 

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4. Interest

     Interest incurred relating to land under development and construction is capitalized to real estate inventory during the active development period. Interest is capitalized as a component of inventory at the effective rates paid on borrowings during the pre-construction and planning stages and the periods that projects are under development. Capitalization of interest is discontinued if development ceases at a project. Capitalized interest is expensed as a component of cost of sales as related homes, land and units are sold. The following table is a summary of interest incurred on notes and mortgage notes payable and the amounts capitalized (in thousands):

                                 
    Three Months ended   Nine Months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Interest incurred to non-affiliates
  $ 2,479       1,349       5,660       4,254  
Interest incurred to affiliates
    584       545       1,779       1,745  
Interest capitalized
    (2,885 )     (1,894 )     (7,203 )     (5,750 )
 
   
 
     
 
     
 
     
 
 
Interest expense, net
  $ 178             236       249  
 
   
 
     
 
     
 
     
 
 
Interest expensed in cost of sales
  $ 2,306       1,451       6,885       3,875  
 
   
 
     
 
     
 
     
 
 

5. Other Expenses and Interest and Other Income

     Other expenses and interest and other income are summarized as follows (in thousands):

                                 
    Three Months ended   Nine Months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Other expenses
                               
Title and mortgage operations expenses
  $ 709       379       2,103       1,047  
Hurricane expense, net of projected insurance recoveries
    2,885             2,885        
 
   
 
     
 
     
 
     
 
 
Total other expenses
  $ 3,594       379       4,988       1,047  
 
   
 
     
 
     
 
     
 
 
Interest and other income
                               
Interest income
  $ 408       190       885       651  
Reversal of litigation reserve (see Note 9)
    1,440             1,440        
Other income
    131       473       981       1,279  
 
   
 
     
 
     
 
     
 
 
Total interest and other income
  $ 1,979       663       3,306       1,930  
 
   
 
     
 
     
 
     
 
 

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6. Investment in Bluegreen Corporation

     The Company accounts for its investment in Bluegreen under the equity method. At September 30, 2004, the Company owned approximately 9.5 million shares, or approximately 36%, of Bluegreen’s outstanding common stock.

     Bluegreen’s condensed consolidated balance sheets and condensed consolidated statements of income are as follows (in thousands):

Condensed Consolidated Balance Sheets

                 
    September 30,   December 31,
    2004
  2003
Total assets
  $ 648,500       570,406  
 
   
 
     
 
 
Total liabilities
    414,835       378,878  
Minority interest
    7,340       4,648  
Total shareholders’ equity
    226,325       186,880  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 648,500       570,406  
 
   
 
     
 
 

Condensed Consolidated Statements of Income

                                 
    Three Months ended   Nine Months ended
    September 30,   September 30,   September 30,   September 30,
    2004
  2003
  2004
  2003
Revenues and other income
  $ 190,636       128,407       451,192       315,617  
Cost and other expenses
    163,760       111,119       399,541       283,572  
 
   
 
     
 
     
 
     
 
 
Income before minority interest and provision for income taxes
    26,876       17,288       51,651       32,045  
Minority interest
    360       699       2,692       1,875  
 
   
 
     
 
     
 
     
 
 
Income before provision for income taxes
    26,516       16,589       48,959       30,170  
Provision for income taxes
    10,209       6,387       18,849       11,615  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 16,307       10,202       30,110       18,555  
 
   
 
     
 
     
 
     
 
 

7. Notes and Mortgage Notes Payable

     At September 30, 2004, the Company has approximately $3.2 million of outstanding unsecured subordinated investment notes sold by the Company in a registered offering during 2003 and the first three months of 2004. In March 2004, the unsold notes under the original registration were deregistered.

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8. Commitments and Contingencies

     At September 30, 2004, the Company had approximately $182.6 million of commitments to purchase properties for development. Approximately $114.7 million of such commitments are subject to due diligence and satisfaction of certain requirements and conditions, including financing contingencies. The following table summarizes certain information relating to outstanding purchase and option contracts.

                         
    Purchase   Units/   Expected
    Price
  Acres
  Closing
Homebuilding Division
  $182.6 million   6,752 units     2004-2006  

     At September 30, 2004, cash deposits of approximately $6.4 million secured the Company’s commitments under these contracts.

     At September 30, 2004 the Company had outstanding surety bonds and letters of credit of approximately $26.0 million related primarily to its obligations to various governmental entities to construct improvements in the Company’s various communities. The Company estimates that approximately $9.0 million of work remains to complete these improvements. The Company does not believe that any outstanding bonds or letters of credit will likely be drawn upon.

9. Litigation

On December 29, 2000, Smith & Company, Inc. (“Smith”) filed a law suit against, among others, Levitt-Ansca Towne Partnership, a Florida limited partnership (“Partnership”), and Bellaggio by Levitt Homes, Inc. (“BLHI”), a Florida corporation and a wholly owned subsidiary of Levitt and Sons. The suit alleged, among other things, wrongful termination, breach and failure to pay for extra work performed outside the scope of the contract. A jury awarded Smith $4.4 million of which BLHI’s liability was estimated at $2.6 million. The Partnership appealed the verdict, and in April 2004 the Fourth District Court of Appeal of the State of Florida reversed the trial court’s previous award of damages in its entirety and remanded the matter to the trial court for a new trial on damages. The appeal bond previously posted was released in August 2004. The Company therefore reduced its litigation reserve by $1.4 million reflecting the Company’s assessment of potential liability. The $1.4 million reduction was recorded as interest and other income in the accompanying statement of operations for the three and nine months ended September 30, 2004.

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10. Segment Reporting

     Operating segments are components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has three reportable business segments: Homebuilding, Land and Other Operations. The Company evaluates segment performance primarily based on net income. The information provided for segment reporting is based on management’s internal reports. The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies. Eliminations consist primarily of the elimination of sales and profits on real estate transactions between the Land and Homebuilding Divisions, which were recorded based upon terms that management believes would be attained in an arm’s-length transaction. The presentation and allocation of assets, liabilities and results of operations may not reflect the actual economic costs of the segments as stand-alone businesses. If a different basis of allocation were utilized, the relative contributions of the segments might differ, but management believes that the relative trends in segments would likely not be impacted.

     The Company’s Homebuilding segment consists of the operations of Levitt and Sons and Bowden while the Land segment consists of the operations of Core Communities. The Other Operations segment consists of the activities of Levitt Commercial, the Company’s parent company operations and earnings from investments in Bluegreen and other real estate investments and joint ventures.

     The following tables present unaudited segment information as of and for the three and nine months ended September 30, 2004 and 2003 (in thousands).

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                    Other        
Three Months Ended
September 30, 2004
  Homebuilding
  Land
  Operations
  Eliminations
  Total
Revenues
                                       
Sales of real estate
  $ 112,431       20,163       779       (480 )     132,893  
Title and mortgage operations
    1,164                         1,164  
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    113,595       20,163       779       (480 )     134,057  
 
   
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                       
Cost of sales of real estate
    88,499       10,085       1,118       (1,189 )     98,513  
Selling, general and administrative expenses
    12,269       2,652       2,377             17,298  
Interest expense, net
    177             1             178  
Other expenses
    3,094       500                   3,594  
Minority interest
    (50 )                       (50 )
 
   
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    103,989       13,237       3,496       (1,189 )     119,533  
 
   
 
     
 
     
 
     
 
     
 
 
 
    9,606       6,926       (2,717 )     709       14,524  
Earnings from Bluegreen Corporation
                5,790             5,790  
Earnings (loss) from joint ventures
    18             (43 )           (25 )
Interest and other income
    1,539       315       125             1,979  
 
   
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    11,163       7,241       3,155       709       22,268  
Provision for income taxes
    4,318       2,799       1,217       274       8,608  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 6,845       4,442       1,938       435       13,660  
 
   
 
     
 
     
 
     
 
     
 
 
Inventory of real estate
  $ 309,841       123,893       12,153       (17,583 )     428,304  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 357,893       179,049       132,778       (17,583 )     652,137  
 
   
 
     
 
     
 
     
 
     
 
 
Notes, mortgage notes, and bonds payable
  $ 164,706       48,696       46,944             260,346  
 
   
 
     
 
     
 
     
 
     
 
 
                                         
                    Other        
Three Months Ended
September 30, 2003
  Homebuilding
  Land
  Operations
  Eliminations
  Total
Revenues
                                       
Sales of real estate
  $ 52,516       12,414                   64,930  
Title and mortgage operations
    607                         607  
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    53,123       12,414                   65,537  
 
   
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                       
Cost of sales of real estate
    41,201       5,197       409       (320 )     46,487  
Selling, general and administrative expenses
    7,183       2,072       955             10,210  
Other expenses
    379                         379  
Minority interest
    (25 )           3             (22 )
 
   
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    48,738       7,269       1,367       (320 )     57,054  
 
   
 
     
 
     
 
     
 
     
 
 
 
    4,385       5,145       (1,367 )     320       8,483  
Earnings from Bluegreen Corporation
                3,350             3,350  
(Loss) earnings from joint ventures
    (75 )           59             (16 )
Interest and other income
    162       486       15             663  
 
   
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    4,472       5,631       2,057       320       12,480  
Provision for income taxes
    1,725       2,176       795       123       4,819  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 2,747       3,455       1,262       197       7,661  
 
   
 
     
 
     
 
     
 
     
 
 
Inventory of real estate
  $ 186,404       50,159       4,512       (6,221 )     234,854  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 210,592       80,926       70,364       (5,359 )     356,523  
 
   
 
     
 
     
 
     
 
     
 
 
Notes, mortgage notes, and bonds payable
  $ 107,139       15,230       40,216             162,585  
 
   
 
     
 
     
 
     
 
     
 
 

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                    Other        
Nine Months Ended
September 30, 2004
  Homebuilding
  Land
  Operations
  Eliminations
  Total
Revenues
                                       
Sales of real estate
  $ 316,100       77,061       4,908       (24,123 )     373,946  
Title and mortgage operations
    3,473                         3,473  
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    319,573       77,061       4,908       (24,123 )     377,419  
 
   
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                       
Cost of sales of real estate
    248,830       33,755       5,325       (12,056 )     275,854  
Selling, general and administrative expenses
    35,406       7,930       6,897             50,233  
Interest expense, net
    177       58       1             236  
Other expenses
    4,488       500                   4,988  
Minority interest
    (50 )           24             (26 )
 
   
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    288,851       42,243       12,247       (12,056 )     331,285  
 
   
 
     
 
     
 
     
 
     
 
 
 
    30,722       34,818       (7,339 )     (12,067 )     46,134  
Earnings from Bluegreen Corporation
                10,651             10,651  
Earnings from joint ventures
    3,350             2,362             5,712  
Interest and other income
    1,654       1,332       320             3,306  
 
   
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    35,726       36,150       5,994       (12,067 )     65,803  
Provision for income taxes
    13,790       13,954       2,312       (4,655 )     25,401  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 21,936       22,196       3,682       (7,412 )     40,402  
 
   
 
     
 
     
 
     
 
     
 
 
Inventory of real estate
  $ 309,841       123,893       12,153       (17,583 )     428,304  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 357,893       179,049       132,778       (17,583 )     652,137  
 
   
 
     
 
     
 
     
 
     
 
 
Notes, mortgage notes, and bonds payable
  $ 164,706       48,696       46,944             260,346  
 
   
 
     
 
     
 
     
 
     
 
 
                                         
                    Other        
Nine Months Ended
September 30, 2003
  Homebuilding
  Land
  Operations
  Eliminations
  Total
Revenues
                                       
Sales of real estate
  $ 135,107       45,019       4,807             184,933  
Title and mortgage operations
    1,588                         1,588  
 
   
 
     
 
     
 
     
 
     
 
 
Total revenues
    136,695       45,019       4,807             186,521  
 
   
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                       
Cost of sales of real estate
    105,073       25,484       4,925       (320 )     135,162  
Selling, general and administrative expenses
    19,774       5,770       3,168             28,712  
Interest expense, net
          224       25             249  
Other expenses
    1,047                         1,047  
Minority interest
    (75 )           202             127  
 
   
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    125,819       31,478       8,320       (320 )     165,297  
 
   
 
     
 
     
 
     
 
     
 
 
 
    10,876       13,541       (3,513 )     320       21,224  
Earnings from Bluegreen Corporation
                5,156             5,156  
(Loss) earnings from joint ventures
    (120 )           22             (98 )
Interest and other income
    432       1,339       159             1,930  
 
   
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    11,188       14,880       1,824       320       28,212  
Provision for income taxes
    4,319       5,744       705       123       10,891  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 6,869       9,136       1,119       197       17,321  
 
   
 
     
 
     
 
     
 
     
 
 
Inventory of real estate
  $ 186,404       50,159       4,512       (6,221 )     234,854  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 210,592       80,926       70,364       (5,359 )     356,523  
 
   
 
     
 
     
 
     
 
     
 
 
Notes, mortgage notes, and bonds payable
  $ 107,139       15,230       40,216             162,585  
 
   
 
     
 
     
 
     
 
     
 
 

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11. Parent Company Financial Statements

     Condensed Statements of Financial Condition at September 30, 2004 and December 31, 2003, and Condensed Statements of Operations for the three and nine months ended September 30, 2004 and 2003 are shown below (in thousands):

Condensed Statements of Financial Condition

                 
    September 30,   December 31,
    2004
  2003
Total assets
  $ 256,286       181,808  
 
   
 
     
 
 
Total liabilities
    54,797       56,356  
Total shareholders’ equity
    201,489       125,452  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 256,286       181,808  
 
   
 
     
 
 

Condensed Statements of Operations

                                 
    Three Months
Ended September 30,
  Nine Months
Ended September 30,
    2004
  2003
  2004
  2003
Revenues
  $ 43       12       156       34  
Costs and expenses
    2,390       1,339       6,979       3,740  
 
   
 
     
 
     
 
     
 
 
Loss before income taxes
    (2,347 )     (1,327 )     (6,823 )     (3,706 )
Benefit for income taxes
    (905 )     (509 )     (2,632 )     (1,427 )
 
   
 
     
 
     
 
     
 
 
Loss before earnings from wholly owned subsidiaries, net of tax
    (1,442 )     (818 )     (4,191 )     (2,279 )
Earnings from wholly owned subsidiaries, net of tax
    11,572       6,384       36,612       16,419  
Earnings from Bluegreen Corporation, net of tax
    3,556       2,058       6,542       3,167  
(Loss) earnings from real estate joint ventures, net of tax
    (26 )     37       1,439       14  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 13,660       7,661       40,402       17,321  
 
   
 
     
 
     
 
     
 
 

     Cash dividends received from subsidiaries for the nine months ended September 30, 2004 and 2003 were $7.1 million and $4.3 million, respectively. Some subsidiaries’ borrowings contain covenants that, among other things, may have the effect of limiting dividends that can be paid to Levitt Corporation.

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12. Earnings per Share

     Basic earnings per common share is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed in the same manner as basic earnings per share, but it also gives consideration to dilutive stock options using the treasury stock method and the pro rata impact of Bluegreen’s dilutive securities (stock options and convertible securities) on the amount of Bluegreen’s earnings that the Company recognizes. There were no stock options of the Company granted in the three and nine months ended September 30, 2003 or outstanding at September 30, 2003.

     The following table presents the computation of basic and diluted earnings per common share (in thousands, except for per share data):

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Numerator:
                               
Basic earnings per common share:
                               
Net income – basic
  $ 13,660       7,661       40,402       17,321  
 
   
 
     
 
     
 
     
 
 
Diluted earnings per common share:
                               
Net income – basic
  $ 13,660       7,661       40,402       17,321  
Pro rata share of the net effect of Bluegreen dilutive securities
    (452 )     (276 )     (803 )     (376 )
 
   
 
     
 
     
 
     
 
 
Net income – diluted
  $ 13,208       7,385       39,599       16,945  
 
   
 
     
 
     
 
     
 
 
Denominator:
                               
Basic average shares outstanding
    19,816       14,816       18,083       14,816  
Net effect of stock options assumed to be exercised
    56             44        
 
   
 
     
 
     
 
     
 
 
Diluted average shares outstanding
    19,872       14,816       18,127       14,816  
 
   
 
     
 
     
 
     
 
 
Earnings per common share:
                               
Basic
  $ .69       .52       2.23       1.17  
Diluted
    .66       .50       2.18       1.14  

13. Dividends

     On July 26, 2004 the Company’s Board of Directors declared a cash dividend of $0.02 per share on its Class A common stock and Class B common stock. The dividend was paid on August 16, 2004 to all shareholders of record on August 9, 2004.

     On October 25, 2004 the Company’s Board of Directors declared a cash dividend of $0.02 per share on its Class A common stock and Class B common stock. The Board set the payment date for November 15, 2004, to all shareholders of record on November 8, 2004.

     The Company has not adopted a policy of regular dividend payments. The payment of dividends in the future is subject to approval by the Board of Directors and will depend upon, among other factors, the Company’s results of operations and financial condition.

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14. Equity Transactions

     In April 2004 the Company sold 5,000,000 shares of its Class A common stock pursuant to a registered underwritten offering at $24.50 per share. Net proceeds from the sale totaled approximately $114.8 million, after underwriting discounts, commissions and offering expenses. Approximately $12.0 million of the net proceeds of the offering were used to repay indebtedness, $7.4 million were used to fund the Bowden acquisition, and $67.0 million were transferred to the Company’s operating subsidiaries. The Company’s management expects to use the balance of the proceeds to fund the Company’s operations and growth and for general corporate purposes.

15. Acquisition

     On April 28, 2004 the Company acquired Bowden for approximately $7.4 million in cash. The acquisition was accounted for under the purchase method of accounting. Under this method the assets acquired and the liabilities assumed were recorded at their estimated fair value. The amount of the purchase price in excess of the estimated fair value of net assets acquired, recorded as goodwill, was approximately $1.5 million. The following table summarizes the fair value of the assets acquired and liabilities assumed in connection with the purchase of all of Bowden’s capital stock (in thousands):

         
Cash, cash equivalents and restricted cash
  $ 1,335  
Inventory
    21,927  
Other assets
    3,228  
Goodwill
    1,541  
 
   
 
 
Fair value of assets acquired
    28,031  
 
   
 
 
Accounts payable and accrued liabilities
    2,806  
Customer deposits
    287  
Notes payable
    16,725  
Deferred tax liability
    769  
 
   
 
 
Fair value of liabilities assumed
    20,587  
 
   
 
 
Purchase price
    7,444  
Cash acquired
    (1,335 )
 
   
 
 
Purchase of Bowden, net of cash acquired
  $ 6,109  
 
   
 
 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The objective of the following discussion is to provide an understanding of the financial condition and results of operations of Levitt Corporation and its wholly owned subsidiaries (“Levitt”, or “the Company”) as of and for the three and nine months ended September 30, 2004 and 2003, respectively. The Company may also be referred to as “we,” “us,” or “our.” We engage in homebuilding, land development and other real estate activities through Levitt and Sons, LLC (“Levitt and Sons”), Bowden Building Corporation (“Bowden”), Core Communities, LLC (“Core Communities”) and other operations, which include Levitt Commercial, LLC (“Levitt Commercial”), an investment in Bluegreen Corporation (“Bluegreen”) and investments in real estate projects through subsidiaries and joint ventures. Levitt and Sons is a developer of single-family home and townhome communities and condominium and rental apartment complexes. Levitt and Sons and its predecessors have built more than 200,000 homes since 1929. Acquired in April 2004, Bowden is a builder of single family homes based in Memphis, Tennessee. Core Communities is currently developing Tradition, its second master-planned community, which is located in St. Lucie County, Florida. Tradition is planned to include approximately five miles of frontage on Interstate 95 and more than 9,000 total acres, including more than 6,500 net saleable acres. Levitt Commercial specializes in the development and management of industrial, commercial and retail properties. Bluegreen is a New York Stock Exchange-listed company engaged in the acquisition, development, marketing and sale of ownership interests in vacation resorts, and the development and sale of golf communities and residential land.

     Except for historical information contained herein, the matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Some of the forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,” “should,” “seeks” or other similar expressions. Forward-looking statements are based largely on management’s expectations and involve inherent risks and uncertainties including certain risks described in this report. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this report. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition to the risks identified below, you should refer to our periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) for specific risks which could cause actual results to be significantly different from those expressed or implied by those forward-looking statements. Some factors which may affect the accuracy of the forward-looking statements apply generally to the real estate industry, while other factors apply directly to us. Any number of important factors which could cause actual results to differ materially from those in the forward-looking statements include: the impact of economic, competitive and other factors affecting the Company and its operations, including the impact of hurricanes and tropical storms in the areas in which we operate, and that the recent hurricanes may have a greater impact on operations than currently anticipated or that damage to our homes and property may be greater than currently anticipated; the market for real estate generally and in the areas where the Company has developments, including the impact of market conditions on the Company’s margins; the availability and price of land suitable for development; shortages and increased costs of construction materials and labor; the effects of increases in interest rates; environmental factors, the impact of governmental regulations and requirements (including delays in obtaining necessary permits and approvals as a result of the reallocation of government resources based on hurricane related issues in the areas in which we operate); the Company’s ability to successfully integrate the operations of Bowden Homes; the Company’s ability to timely deliver homes from backlog and successfully manage growth; that our

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internal controls over financial reporting are found not to be effective as required under Section 404 of the Sarbanes-Oxley Act of 2002; and the Company’s success at managing the risks involved in the foregoing. Many of these factors are beyond our control. The Company cautions that the foregoing factors are not exclusive.

Executive Overview

     Management evaluates the performance and prospects of the Company and its subsidiaries using a variety of financial and non-financial measures. The key financial measures utilized to evaluate historical operating performance include revenues from sales of real estate, cost of sales of real estate, margin (which we measure as revenues from sales of real estate minus cost of sales of real estate), margin percentage (which we measure as margin divided by revenues from sales of real estate), income before taxes and net income. Non-financial measures used to evaluate historical performance include the number and value of new orders executed, the number of housing starts and the number of homes delivered. In evaluating the Company’s future prospects, management considers non-financial information such as the number of homes and acres in backlog (which we measure as homes or land subject to an executed sales contract) and the aggregate value of those contracts. Additionally, we monitor the number of properties remaining in inventory and under contract to be purchased relative to our sales and construction trends. The Company’s ratio of debt to shareholders’ equity and cash requirements are also considered by management when evaluating the Company’s future prospects, as are general economic factors and interest rate trends. Each of the above measures is discussed in the following sections as it relates to our operating results, financial position and liquidity. The list of measures above is not an exhaustive list, and management may from time to time utilize additional financial and non-financial information or may not use the measures listed above.

Impact of Florida Hurricanes in 2004

     The majority of our business operations are located in the State of Florida, which is subject to hurricanes and other tropical weather systems. In the months of August and September 2004, five named storms made landfall in the State of Florida – Tropical Storm Bonnie and Hurricanes Charley, Frances, Ivan and Jeanne. Hurricane Charley passed through the southwestern and central areas of Florida, including areas where we have significant homebuilding operations (Ft. Myers, Sarasota and Orlando). Hurricanes Frances and Jeanne both made landfall on the east coast of the state near our St. Lucie County homebuilding and land development operations before passing to the northwest over Orlando. These three hurricanes caused property damage in several of the communities we are currently developing, however our losses were primarily related to landscaping, fences, lake beds and building materials. Our consolidated statements of operations for the three and nine months ended September 30, 2004 include charges, recorded as other expenses, related to hurricane damage of approximately $2.9 million, net of projected insurance recoveries.

     In addition to property damage, hurricanes may cause disruptions to our business operations. New home buyers cannot obtain insurance until after named storms have passed, creating delays in new home deliveries. Approaching storms require that sales, development and construction operations be suspended in favor of storm preparation activities such as securing construction materials and equipment. After a storm has passed, construction-related resources such as sub-contracted labor and building materials are likely to be redeployed to hurricane recovery efforts around the state. Governmental permitting and inspection activities may similarly be focused primarily on returning displaced residents to homes damaged by the storms, rather than on new construction activity. Depending on the severity of the damage caused by the storms, disruptions such as these could last for several months. We have experienced a number of these disruptions following the unprecedented

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series of hurricanes which struck Florida in 2004. Although the disruptions are not expected to have a material impact on the profitability of our operations over the long term, we do expect the delays in new home deliveries and governmental permitting and inspection activities resulting from the hurricanes to continue through the first quarter of 2005.

Impact of Materials Costs, Interest Rates and Local Government Regulation

     Our business operations are impacted by competition for raw materials, supply and delivery issues. Throughout 2004, supply and delivery issues have resulted in higher prices of some building materials. The costs of lumber, steel, concrete, asphalt and other building materials all have risen significantly this year. We compete with other real estate developers—regionally, nationally and globally—for raw materials. Chinese demand for cement combined with supply bottlenecks and rising prices in global shipping have contributed to regional shortages in cement. Historically we have managed our costs, in part, by entering into short-term, fixed-price materials contracts with our subcontractors and our material suppliers. We may be unable to achieve cost containment in the future by using fixed-price contracts. Without corresponding increases in the sales prices of our real estate inventories (both land and finished homes), increasing materials costs associated with land development and home building could negatively affect our results of operations.

     Rising construction costs and delays in the delivery of homes may negatively affect our margins in the future, because we enter into fixed-priced sales contracts for most of our homes before we start construction. Owing to the strong demand for our housing products and the overall robust condition of the real estate markets where we build, historically we have been able to offset increases in construction costs and land prices by periodically raising the prices on our homes. However, if we are unable to raise our home prices to offset increased costs of production in the future, our operating results would be adversely affected.

     We rely on third party financing of our land purchases, land development, and product development costs. The majority of our financing consists of variable rate debt and rising interest rates therefore increase our borrowing costs. Historically, rising interest rates have also negatively impacted housing demand. Were demand for housing to decline, land may remain in our inventory longer and our corresponding borrowing costs would increase. Also, rising interest rates increase the mortgage costs of our customers who finance their purchases of our homes. Similarly, rising interest rates may affect our customers’ ability to sell the homes they currently occupy, the proceeds of which may be needed to fund, in whole or in part, their purchases of our homes. Although we are not currently experiencing any adverse effects from higher interest rates, higher rates may adversely affect our results of operations in the future.

     We are required to obtain various permitting approvals of numerous governmental authorities in developing a project and building homes. Local governments have had difficulty responding to the rapid growth and continued demand for land and housing in the real estate markets in which we operate, resulting in delays in permitting approvals. In the aftermath of the Florida hurricanes, the demands on local government were intensified as government staff mobilized to support construction repairs, restore basic community services and emergency relief. Delays in permitting approvals will affect our business, as well as the businesses of our Land Division’s customers, and may affect our results of operations in the future.

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Critical Accounting Policies and Estimates

     Management views critical accounting policies as accounting policies that are important to the understanding of our financial statements and also involve estimates and judgments about inherently uncertain matters. In preparing our financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates require the exercise of judgment, as future events cannot be determined with certainty. Accordingly, actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in subsequent periods relate to the determination of the valuation of real estate, the estimation of costs required to complete development of a property, the valuation of investments in real estate joint ventures, the valuation of the fair market value of assets and liabilities in the application of the purchase method of accounting and the amount of the deferred tax asset valuation allowance. The accounting policies that we have identified as critical to the portrayal of our financial condition and results of operations are: (i) real estate inventories; (ii) investments in real estate joint ventures and other equity investments; (iii) revenue recognition; (iv) capitalized interest; and (v) income taxes. For a more detailed discussion of these critical accounting policies see “Critical Accounting Policies” appearing in our Annual Report on Form 10-K for the year ended December 31, 2003.

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CONSOLIDATED RESULTS OF OPERATIONS

                                                 
    Three Months   Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  Change
  2004
  2003
  Change
(In thousands, except per share data)   (Unaudited)   (Unaudited)
Revenues
                                               
Sales of real estate
  $ 132,893       64,930       67,963       373,946       184,933       189,013  
Title and mortgage operations
    1,164       607       557       3,473       1,588       1,885  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    134,057       65,537       68,520       377,419       186,521       190,898  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                               
Cost of sales of real estate
    98,513       46,487       52,026       275,854       135,162       140,692  
Selling, general and administrative expenses
    17,298       10,210       7,088       50,233       28,712       21,521  
Interest expense, net
    178             178       236       249       (13 )
Other expenses
    3,594       379       3,215       4,988       1,047       3,941  
Minority interest
    (50 )     (22 )     (28 )     (26 )     127       (153 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    119,533       57,054       62,479       331,285       165,297       165,988  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
 
    14,524       8,483       6,041       46,134       21,224       24,910  
Earnings from Bluegreen Corporation
    5,790       3,350       2,440       10,651       5,156       5,495  
(Loss) earnings from joint ventures
    (25 )     (16 )     (9 )     5,712       (98 )     5,810  
Interest and other income
    1,979       663       1,316       3,306       1,930       1,376  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    22,268       12,480       9,788       65,803       28,212       37,591  
Provision for income taxes
    8,608       4,819       3,789       25,401       10,891       14,510  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 13,660       7,661       5,999       40,402       17,321       23,081  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Basic earnings per share
  $ 0.69       0.52       0.17       2.23       1.17       1.06  
Diluted earnings per share
  $ 0.66       0.50       0.16       2.18       1.14       1.04  
Weighted average shares outstanding
    19,816       14,816       5,000       18,083       14,816       3,267  
Diluted shares outstanding
    19,872       14,816       5,056       18,127       14,816       3,311  

For the Three Months Ended September 30, 2004 Compared to the Same 2003 Period:

     Consolidated net income increased $6.0 million, or 78% for the three months ended September 30, 2004 as compared to the same period in 2003. The increase in net income primarily resulted from an increase in sales of real estate by our Homebuilding and Land Divisions and from higher earnings from Bluegreen Corporation.

     Our revenues from sales of real estate increased 105% to $132.9 million for the quarter ended September 30, 2004 from $64.9 million for the same 2003 period. This increase was attributable primarily to an increase in home deliveries from 247 homes delivered in the third quarter of 2003 to 534 homes delivered in the third quarter of 2004. Profits on inter-segment transactions are deferred until the properties are delivered to unaffiliated parties, at which time the deferred profit is applied against consolidated cost of sales. Consolidated cost of sales was reduced by approximately $1.2 million in the third quarter of 2004 reflecting the recognition of previously deferred profits related to sales of land between our Land and Homebuilding Divisions. No similarly deferred profits were recognized during the third quarter of 2003.

     Selling, general and administrative expenses increased during the third quarter of 2004 compared to the same 2003 period primarily as a result of higher employee compensation and benefits

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(including sales commissions), and increased advertising expenses. The increase in employee compensation and benefits and advertising expenses was directly related to our new development projects in Central and South Florida, the expansion of homebuilding activities into North Florida and Georgia, the addition of Bowden and the increase in our home deliveries. The number of our full time employees increased to 479 at September 30, 2004 from 316 at September 30, 2003, and the number of part time employees increased to 35 at September 30, 2004 from 33 at September 30, 2003. As a percentage of total revenues, selling, general and administrative expenses declined to 13% in the third quarter of 2004 from 16% in the third quarter of 2003.

     Interest incurred on notes and development bonds payable totaled $3.1 million and $1.9 million for the 2004 period and 2003 period, respectively. Interest incurred was higher due to higher outstanding balances of notes and mortgage notes payable. Interest capitalized was $2.9 million and $1.9 million for the 2004 and 2003 periods, respectively. At the time of home closings and land sales, the capitalized interest allocated to such inventory is charged to cost of sales. Cost of sales of real estate for the three months ended September 30, 2004 and 2003 included previously capitalized interest of approximately $2.3 million and $1.5 million, respectively.

     The increase in other expenses was primarily attributable to a $2.9 million charge, net of projected insurance recoveries, recorded to account for the estimated costs of remediating hurricane-related damage in our Florida Homebuilding and Land operations, as previously discussed.

     Bluegreen’s reported net income for the three months ended September 30, 2004 was $16.3 million, as compared to $10.2 million for the same period in 2003. Our interest in Bluegreen’s earnings, net of purchase accounting adjustments, was $5.8 million for the third quarter of 2004 versus $3.4 million for the third quarter of 2003. For the three months ended September 30, 2004 and 2003, we owned 9.5 million shares and 8.3 million shares, respectively, of Bluegreen’s common stock, which represented approximately 36% and 34%, respectively, of the weighted average outstanding shares of Bluegreen.

     The increase in interest and other income is primarily related to a $1.4 million reduction of a litigation reserve as a result of the Company’s successful appeal of a 2002 judgment, as discussed in the Notes to our unaudited consolidated financial statements.

For the Nine Months Ended September 30, 2004 Compared to the Same 2003 Period:

     Consolidated net income increased $23.1 million, or 133% for the nine months ended September 30, 2004 as compared to the same period in 2003. The increase in net income primarily resulted from an increase in sales of real estate by our Homebuilding and Land Divisions, from higher earnings from Bluegreen Corporation and from an increase in our earnings from our real estate joint venture activities.

     Our revenues from sales of real estate increased 102% to $373.9 million for the nine months ended September 30, 2004 from $184.9 million for the same 2003 period. This increase is attributable primarily to an increase in home deliveries from 619 homes delivered in the first nine months of 2003 to 1,451 homes delivered in the first nine months of 2004. Consolidated cost of sales was reduced by approximately $3.1 million in the first nine months of 2004 as a result of the recognition of previously deferred profits related to sales of land by our Land Division to our Homebuilding Division. No similarly deferred profits were recognized during the first nine months of 2003.

     Selling, general and administrative expenses increased during the first nine months of 2004 compared to the same 2003 period primarily as a result of higher employee compensation and benefits

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(including sales commissions), and increased advertising expenses as described above. As a percentage of total revenues, selling, general and administrative expenses declined to 13% in the first nine months of 2004 from 15% in the first nine months of 2003.

     Interest incurred on notes and development bonds payable totaled $7.4 million and $6.0 million for the 2004 period and 2003 period, respectively. Interest incurred was higher due to higher outstanding balances of notes and mortgage notes payable related to increases in our inventory of real estate. Interest capitalized was $7.2 million for the 2004 period and $5.7 million for the 2003 period. Cost of sales of real estate for the nine months ended September 30, 2004 and 2003 included previously capitalized interest of approximately $6.9 million and $3.9 million, respectively.

     Bluegreen’s reported net income for the nine months ended September 30, 2004 was $30.1 million, as compared to $18.6 million for the same period in 2003. Our interest in Bluegreen’s earnings, net of purchase accounting adjustments, was $10.7 million for the first nine months of 2004 versus $5.2 million for the first nine months of 2003.

     Earnings from real estate joint ventures were $5.7 million during the first nine months of 2004 as compared to a loss of $98,000 during the 2003 period. This increase in earnings in our real estate joint venture activities primarily resulted from gains recognized upon the sale of a joint venture’s property in Vero Beach, Florida, earnings associated with the delivery of condominium units by a joint venture project in Boca Raton, Florida and earnings associated with the delivery of homes by a joint venture project in West Palm Beach, Florida. We do not believe that the level of earnings from real estate joint ventures recognized in the first nine months of 2004 is indicative of the results expected for the entire year because all three joint venture projects are almost sold out and their operations are essentially completed.

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HOMEBUILDING DIVISION RESULTS OF OPERATIONS

                                                 
    Three Months   Nine Months
    Ended September 30,
  Ended September 30,
    2004
  2003
  Change
  2004
  2003
  Change
(In thousands)           (Unaudited)                   (Unaudited)        
Revenues
                                               
Sales of real estate
  $ 112,431       52,516       59,915       316,100       135,107       180,993  
Title and mortgage operations
    1,164       607       557       3,473       1,588       1,885  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    113,595       53,123       60,472       319,573       136,695       182,878  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                               
Cost of sales of real estate
    88,499       41,201       47,298       248,830       105,073       143,757  
Selling, general and administrative expenses
    12,269       7,183       5,086       35,406       19,774       15,632  
Interest expense, net
    177             177       177             177  
Other expenses
    3,094       379       2,715       4,488       1,047       3,441  
Minority interest
    (50 )     (25 )     (25 )     (50 )     (75 )     25  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    103,989       48,738       55,251       288,851       125,819       163,032  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
 
    9,606       4,385       5,221       30,722       10,876       19,846  
Earnings (loss) from joint ventures
    18       (75 )     93       3,350       (120 )     3,470  
Interest and other income
    1,539       162       1,377       1,654       432       1,222  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    11,163       4,472       6,691       35,726       11,188       24,538  
Provision for income taxes
    4,318       1,725       2,593       13,790       4,319       9,471  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 6,845       2,747       4,098       21,936       6,869       15,067  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Domestic
                                               
Homes delivered
    534       247       287       1,451       619       832  
Construction starts
    461       465       (4 )     1,945       1,105       840  
Average selling price of homes delivered
  $ 211       213       (2 )     218       218        
Margin percentage on homes delivered
    21.3 %     21.5 %     -0.2 %     21.3 %     22.2 %     -0.9 %
New orders (units)
    357       739       (382 )     1,365       1,767       (402 )
New orders (value)
  $ 87,194       170,016       (82,822 )     351,354       397,512       (46,158 )
Backlog of homes (units)
    2,175       1,972       203       2,175       1,972       203  
Backlog of homes (value)
  $ 528,281       429,997       98,284       528,281       429,997       98,284  
Joint Ventures:
                                               
Homes delivered
    6             6       146             146  
Construction starts
                            43       (43 )
New orders (units)
          7       (7 )     42       42        
New orders (value)
  $       2,192       (2,192 )     13,967       10,141       3,826  
Backlog of homes (units)
          103       (103 )           103       (103 )
Backlog of homes (value)
  $       26,168       (26,168 )           26,168       (26,168 )

     At September 30, 2004, our Homebuilding Division had a delivery backlog of 2,175 homes representing $528.3 million of future sales. The average sales price of the homes in backlog at September 30, 2004 is approximately 8% higher than the average sales price of the homes in backlog at December 31, 2003. While the strong demand and backlog are encouraging for our 2004 and 2005 results, potential economic trends and developments could impact our Homebuilding Division in future periods. In recent months, the costs of lumber, steel, concrete and other building materials have risen significantly. While we may be able to increase our selling prices to absorb these increased costs in future sales, the sales prices of homes in our backlog cannot be increased and the margins on the delivery of homes in backlog may be adversely affected by this trend.

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     We believe we own or control sufficient land to meet our long-term growth goals. In the shorter-term, we expect the number of signed new orders for homes in our Florida operations to level off and perhaps decline slightly through the first quarter of 2005 as we transition from the older, established communities at which sales are reaching completion to new communities that we expect will open for sale to the public in the next six to 18 months. Our sales performance in Florida over the past twelve months exceeded our projections; as a result, we are currently focused on building homes to meet the 12-month delivery time frame projected by us at the time of sale. We believe that active growth management will permit us to increase customer satisfaction and reduce the amount of time contracted homes are in backlog, thereby reducing our exposure to rising costs.

     We are also currently expanding our homebuilding activities to the Jacksonville, Florida, Atlanta, Georgia and Nashville, Tennessee markets. We have not previously operated in these markets and may not recognize any revenues from these operations during the next twelve months or longer. As a result, any costs associated with this expansion prior to revenue recognition may adversely affect our operating results.

For the Three Months Ended September 30, 2004 Compared to the Same 2003 Period:

     The value of new orders declined to $87.2 million for the three months ended September 30, 2004, from $170.0 million in the three months ended September 30, 2003. The decline in new orders was primarily the result of: the unprecedented string of four hurricanes in Florida during August and September; the absence of new community openings to offset stronger than expected order growth in prior periods; and our intentional slowing of the pace of new home orders to help assure high levels of customer satisfaction by meeting delivery schedules acceptable to our customers. Some of our Florida communities sold out faster than originally anticipated and new communities were not yet ready for sales. While this strengthened our backlog, we experienced a short-term decline in saleable inventory. This impacted Florida homebuilding operations in the third quarter of 2004, when new orders were placed for 232 homes, as compared with the record 739 new orders placed in the third quarter of 2003. As discussed above, we believe that our inventory of homes available for sale and new orders should improve as we open new communities to the public.

     Revenues from home sales increased 114% to $112.4 million during the three months ended September 30, 2004, as compared to the same 2003 period. This was primarily due to an increase in home deliveries in communities that commenced deliveries in 2003 and from Bowden’s operations. During the three months ended September 30, 2004, 534 homes were delivered as compared to 247 homes delivered during the three months ended September 30, 2003. The average selling price of homes delivered in the three months ended September 30, 2004 declined to $211,000 from $213,000 in the three months ended September 30, 2003 as increased prices in our Florida homebuilding operations were offset by the inclusion of home deliveries by Bowden, which has historically sold lower priced homes than Levitt and Sons.

     Cost of sales increased 115% to $88.5 million during the three months ended September 30, 2004, as compared to the same 2003 period. The increase in cost of sales was primarily due to the increase in home deliveries. Included in cost of sales for the three months ended September 30, 2004 are approximately $428,000 of purchase accounting adjustments relating to the Bowden acquisition.

     Selling, general and administrative expenses increased 71% to $12.3 million during the three months ended September 30, 2004, as compared to the same 2003 period. The increase in selling, general and administrative expenses primarily resulted from the increase in home deliveries and the addition of Bowden, as well as an increase in compensation and benefits resulting from the continued

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expansion of our homebuilding operations. As a percentage of total revenues, selling, general and administrative expenses declined to 11% in the third quarter of 2004 from 14% in the third quarter of 2003. The improvement in selling, general and administrative expenses as a percentage of revenues reflects increased revenue levels.

     Interest incurred totaled $1.9 million and $1.3 million for the three months ended September 30, 2004 and 2003, respectively. The increase in the amount of interest incurred in the period related primarily to the assumption of debt related to the acquisition of Bowden. Interest capitalized for the quarters ended September 30, 2004 and 2003 totaled $1.7 million and $1.3 million, respectively. Cost of sales of real estate for the three months ended September 30, 2004 and 2003 included previously capitalized interest of approximately $1.9 million and $1.0 million, respectively.

     The increase in other expenses was primarily attributable to a $2.4 million charge, net of projected insurance recoveries, recorded to account for the estimated costs of remediating hurricane-related damage in the Homebuilding Division’s Florida operations, as previously discussed.

     The increase in earnings from real estate joint ventures was the result of the delivery of the final six residential condominium units by a joint venture that is developing a condominium complex. No units were delivered by that joint venture in the third quarter of 2003. As of September 30, 2004, there were no residential units remaining to be delivered from that joint venture property. Accordingly, the results of our Homebuilding Division’s joint venture operations for the three months ended September 30, 2004 are not indicative of the results that are to be expected for the remainder of the year or future periods.

     The increase in interest and other income is primarily related to a $1.4 million reduction of a previously accrued litigation reserve as a result of the Company’s successful appeal of a 2002 judgment against a partnership in which a subsidiary is a partner, as discussed in the Notes to our unaudited consolidated financial statements.

For the Nine Months Ended September 30, 2004 Compared to the Same 2003 Period:

     For the nine months ended September 30, 2004, the value of new orders declined to $351.4 million from $397.5 million in the nine months ended September 30, 2003. In addition to the impact of the hurricanes in the third quarter, the decline in new orders for the first nine months of 2004 was primarily the result of the absence of new community openings to offset stronger than expected order growth in prior periods and our intentional slowing of the pace of new home orders to help assure high levels of customer satisfaction by meeting delivery schedules acceptable to our customers. Some of our Florida communities sold out faster than originally anticipated and new communities were not yet ready for sales. Revenues from home sales increased 134% to $316.1 million during the nine months ended September 30, 2004, as compared to the same 2003 period. This increase is attributable primarily to an increase in home deliveries in communities that commenced deliveries in 2003 and from Bowden’s operations. During the nine months ended September 30, 2004, 1,451 homes were delivered as compared to 619 homes delivered during the nine months ended September 30, 2003. The average selling price of homes delivered in the nine months ended September 30, 2004 and 2003 remained stable at $218,000, as higher selling prices at Levitt and Sons were offset by the inclusion of home deliveries by Bowden, which has historically sold lower priced homes than Levitt and Sons.

     Cost of sales increased 137% to $248.8 million during the nine months ended September 30, 2004, as compared to the same 2003 period. The increase in cost of sales was primarily due to the increase in home deliveries. Cost of sales as a percentage of related revenue was 79% and 78% for the nine months ended September 30, 2004 and 2003, respectively. Included in cost of sales for the nine

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months ended September 30, 2004 are approximately $1.7 million of purchase accounting adjustments relating to the acquisition of Bowden.

     Selling, general and administrative expenses increased 79% to $35.4 million during the nine months ended September 30, 2004, as compared to the same 2003 period. The increase in selling, general and administrative expenses primarily resulted from the increase in home deliveries, as well as an increase in compensation and benefits resulting from the continued expansion of homebuilding operations. As a percentage of total revenues, selling, general and administrative expenses declined to 11% in the first nine months of 2004 from 14% in the first nine months of 2003.

     Interest incurred totaled $4.5 million and $3.7 million for the nine months ended September 30, 2004 and 2003, respectively. The increase in the amount of interest incurred in the period related primarily to the assumption of debt related to the acquisition of Bowden. Interest capitalized for the nine month periods ended September 30, 2004 and 2003 totaled $4.3 million and $3.7 million, respectively. Cost of sales of real estate for the nine months ended September 30, 2004 and 2003 included previously capitalized interest of approximately $5.5 million and $2.7 million, respectively.

     The increase in earnings from real estate joint ventures was the result of the delivery of 146 units by the condominium joint venture in Boca Raton, Florida. No units were delivered by that joint venture during the first nine months of 2003.

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LAND DIVISION RESULTS OF OPERATIONS

                                                 
    Three Months   Nine Months
    Ended September 30,
        Ended September 30,      
    2004
  2003
  Change
  2004
  2003
  Change
(In thousands)           (Unaudited)                   (Unaudited)        
Revenues
                                               
Sales of real estate
  $ 20,163       12,414       7,749       77,061       45,019       32,042  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    20,163       12,414       7,749       77,061       45,019       32,042  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                               
Cost of sales of real estate
    10,085       5,197       4,888       33,755       25,484       8,271  
Selling, general and administrative expenses
    2,652       2,072       580       7,930       5,770       2,160  
Interest expense, net
                      58       224       (166 )
Other expenses
    500             500       500             500  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    13,237       7,269       5,968       42,243       31,478       10,765  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
 
    6,926       5,145       1,781       34,818       13,541       21,277  
Interest and other income
    315       486       (171 )     1,332       1,339       (7 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    7,241       5,631       1,610       36,150       14,880       21,270  
Provision for income taxes
    2,799       2,176       623       13,954       5,744       8,210  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 4,442       3,455       987       22,196       9,136       13,060  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Acres sold
    133       57       76       919       1,268       (349 )
Margin percentage
    50.0 %     58.1 %     -8.1 %     56.2 %     43.4 %     12.8 %
Unsold acres
    8,384       4,937       3,447       8,384       4,937       3,447  
Acres subject to firm sales contracts
    711       871       (160 )     711       871       (160 )
Acres subject to firm sales contracts (value)
    58,657       62,506       (3,849 )     58,657       62,506       (3,849 )

     Land Division revenues are generated from two master-planned communities located in St. Lucie County, Florida – St. Lucie West and Tradition. Development activity in St. Lucie West is winding down, with 41 acres of inventory remaining at September 30, 2004, of which 21 acres were subject to firm sales contracts as of that date. With the acquisition of approximately 4,450 acres during the second quarter of this year, the Tradition master-planned community now encompasses more than 9,000 total acres, including approximately 6,500 net saleable acres. Approximately 1,650 acres have been sold or were subject to firm sales contracts with various homebuilders as of September 30, 2004. Notwithstanding the sustained interest and activity at Tradition, a significant reduction of demand in the residential real estate market could negatively impact our land development operations.

     We have historically realized between 40% and 60% margin on Land Division sales. Margins fluctuate based upon changing sales prices and costs attributable to the land sold. The sales price of land sold varies depending upon: the location; the parcel size; whether the parcel is sold as raw land, partially developed land or individually developed lots; the degree to which the land is entitled; and whether the ultimate use of land is residential or commercial. The cost of sales of real estate is dependent upon the original cost of the land acquired, the timing of the acquisition of the land, and the amount of development and carrying costs capitalized to the particular land parcel. Future margins will continue to vary in response to these and other market factors.

For the Three Months Ended September 30, 2004 Compared to the Same 2003 Period:

     Revenues increased 59% to $19.7 million during the three months ended September 30, 2004, as compared to $12.4 million during the same 2003 period. During the third quarter of 2004, 133 acres were sold with an average margin of 50%, as compared to 57 acres sold with an average margin of

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58% in the same 2003 period. The decrease in margin percentage is attributable primarily to changes in the mix of location and approved use of the properties sold.

     Selling, general and administrative expenses increased 28% to $2.7 million during the three months ended September 30, 2004 as compared to $2.1 million for the same 2003 period. As a percentage of total revenues, selling, general and administrative expenses declined to 14% in the third quarter of 2004 from 17% in the third quarter of 2003. The improvement in selling, general and administrative expenses as a percentage of revenues is a reflection of the increased revenue levels for the division.

     The increase in other expenses for the 2004 period was primarily attributable to a $500,000 charge, net of projected insurance recoveries, recorded to account for the estimated costs of remediating hurricane-related damage, as previously discussed.

     Interest incurred for the three months ended September 30, 2004 and 2003 was $592,000 and $167,000, respectively. Interest capitalized for the quarters ended September 30, 2004 and 2003 totaled $592,000 and $167,000, respectively. Cost of sales of real estate for the three months ended September 30, 2004 included previously capitalized interest of approximately $35,000, as compared to $24,000 for the three months ended September 30, 2003.

For the Nine months Ended September 30, 2004 Compared to the Same 2003 Period:

     Revenues increased 69% to $76.3 million during the nine months ended September 30, 2004, as compared to $45.0 million during the same 2003 period. During the first nine months of 2004, 919 acres were sold with an average margin of 56%, as compared to 1,268 acres sold with an average margin of 43% in the same 2003 period. The lower margin percentage in the first nine months of 2003 was primarily the result of the sale of approximately 1,000 acres of undeveloped land adjacent to Tradition in a single transaction to a developer that we believe will utilize the property for the development of one or more golf courses. During the nine months ended September 30, 2004, the Land Division sold approximately 448 acres in Tradition to the Homebuilding Division which, for segment reporting purposes, generated revenue of $23.4 million and margin of $14.4 million. This transaction, which is included in the above table, is eliminated in consolidation.

     Selling, general and administrative expenses increased 37% to $7.9 million during the nine months ended September 30, 2004 as compared to $5.8 million for the same 2003 period. As a percentage of total revenues, selling, general and administrative expenses declined to 10% in the first nine months of 2004 from 13% in the first nine months of 2003.

     Interest incurred for the nine months ended September 30, 2004 and 2003 was $1.2 million and $1.0 million, respectively. Interest capitalized for the nine months ended September 30, 2004 and 2003 totaled $1.2 million and $763,000, respectively. Cost of sales of real estate for the nine months ended September 30, 2004 and 2003 included previously capitalized interest of approximately $77,000 and $98,000, respectively.

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OTHER OPERATIONS RESULTS OF OPERATIONS

                                                 
    Three Months   Nine Months
    Ended September 30,
        Ended September 30,      
    2004
  2003
  Change
  2004
  2003
  Change
(In thousands)           (Unaudited)                   (Unaudited)        
Revenues
                                               
Sales of real estate
  $ 779             779       4,908       4,807       101  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    779             779       4,908       4,807       101  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Costs and expenses
                                               
Cost of sales of real estate
    1,118       409       709       5,325       4,925       400  
Selling, general and administrative expenses
    2,377       955       1,422       6,897       3,168       3,729  
Interest expense, net
    1             1       1       25       (24 )
Minority interest
          3       (3 )     24       202       (178 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    3,496       1,367       2,129       12,247       8,320       3,927  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
 
    (2,717 )     (1,367 )     (1,350 )     (7,339 )     (3,513 )     (3,826 )
Earnings from Bluegreen Corporation
    5,790       3,350       2,440       10,651       5,156       5,495  
(Loss) earnings from joint ventures
    (43 )     59       (102 )     2,362       22       2,340  
Interest and other income
    125       15       110       320       159       161  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income before income taxes
    3,155       2,057       1,098       5,994       1,824       4,170  
Provision for income taxes
    1,217       795       422       2,312       705       1,607  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net income
  $ 1,938       1,262       676       3,682       1,119       2,563  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

     Other Operations include all other Company operations, including Levitt Commercial, Levitt Corporation general and administrative expenses, earnings from our investment in Bluegreen and earnings from investments in various real estate projects. We currently own approximately 9.5 million shares of the common stock of Bluegreen, which represented approximately 36% of Bluegreen’s outstanding shares as of September 30, 2004. Under equity method accounting, we recognize our pro-rata share of Bluegreen’s net income or loss (net of purchase accounting adjustments) as pre-tax earnings. Bluegreen has not paid dividends to its shareholders; therefore, our earnings represent only our claim to the future distributions of Bluegreen’s earnings. Accordingly, we record a tax liability on our portion of Bluegreen’s net income. Should Bluegreen’s financial performance deteriorate, our earnings in Bluegreen would deteriorate concurrently and our results of operations would be adversely affected. Furthermore, a significant reduction in Bluegreen’s financial position might require that we test our investment in Bluegreen for impairment, which could result in charges against our future results of operations.

For the Three Months Ended September 30, 2004 Compared to the Same 2003 Period:

     During the three months ended September 30, 2004, sales of real estate represented three flex warehouse units delivered by Levitt Commercial, while no units were delivered during the three months ended September 30, 2003. Cost of sales of real estate in Other Operations includes amortization of interest previously capitalized in this business segment, which totaled $366,000 and $410,000 for the three months ended September 30, 2004 and 2003, respectively. Bluegreen’s reported net income for the three months ended September 30, 2004 was $16.3 million as compared to $10.2 million for the same period of 2003. Our ownership interests in Bluegreen’s earnings during the three month periods ended September 30, 2004 and 2003 were approximately $5.8 million and $3.4 million, respectively, net of purchase accounting adjustments. Purchase accounting adjustments decreased our interest in Bluegreen’s earnings by $26,000 for the third quarter of 2004, whereas purchase accounting adjustments decreased our interest in Bluegreen’s earnings by $34,000 for the third quarter of 2003.

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     Selling, general and administrative and other expenses increased to $2.4 million during the three months ended September 30, 2004 as compared to $1.0 million during the three months ended September 30, 2003. This increase was primarily associated with increases in employee compensation and benefits, fees paid by the Company for administrative and other services provided pursuant to an agreement with BankAtlantic Bancorp, and other expenses related to being a public company. We did not incur significant costs associated with being a public company in the third quarter of 2003 because we were not subject to SEC reporting regulations at that time, including the requirements of the Sarbanes-Oxley Act of 2002.

     Our real estate joint ventures generated a loss of $43,000 in the third quarter of 2004 as compared to a gain of $59,000 in the third quarter of 2003. The loss was due to the wind-down of operations following the completion of the two joint venture projects discussed below.

     Interest incurred in Other Operations was approximately $562,000 and $409,000 for the three months ended September 30, 2004 and 2003, respectively. The increase in interest incurred was primarily associated with an increase in mortgage notes payable associated with Levitt Commercial’s development activities. Interest capitalized for this business segment totaled $562,000 and $419,000 for the three months ended September 30, 2004 and 2003, respectively. Those amounts include adjustments to reconcile the amount of interest eligible for capitalization on a consolidated basis with the amounts capitalized in the Company’s other business segments.

For the Nine Months Ended September 30, 2004 Compared to the Same 2003 Period:

     During the nine months ended September 30, 2004, Levitt Commercial delivered 16 flex warehouse units as compared to 11 units delivered during the nine months ended September 30, 2003. Cost of sales of real estate includes amortization of interest previously capitalized in this business segment. The amount of previously capitalized interest amortized in cost of sales for the nine months ended September 30, 2004 and 2003 was $1.3 million and $1.0 million, respectively. Bluegreen’s reported net income for the nine months ended September 30, 2004 and 2003 was $30.1 million and $18.6 million, respectively. Our ownership interest in Bluegreen’s earnings during the nine month periods ended September 30, 2004 and 2003 was approximately $10.7 million and $5.2 million, respectively, net of purchase accounting adjustments. Purchase accounting adjustments decreased our interest in Bluegreen’s earnings by $526,000 for the first nine months of 2004, as compared to a $1.1 million reduction of earnings for the first nine months of 2003.

     Selling, general and administrative and other expenses increased to $6.9 million during the nine months ended September 30, 2004 as compared to $3.2 million during the nine months ended September 30, 2003, due primarily to the factors discussed above.

     Earnings from real estate joint ventures in the first nine months of 2004 were $2.4 million as compared to $22,000 in the first nine months of 2003. The increase in earnings was due primarily to the gain recognized by a joint venture on the sale of a rental apartment project in Vero Beach, Florida and earnings associated with the delivery of homes by a joint venture project in West Palm Beach, Florida. Earnings from real estate joint ventures recognized in the first nine months of 2004 are not indicative of the results expected for the remainder of the year or future periods because both joint venture projects are sold out and their operations are essentially completed.

     Interest incurred in Other Operations was approximately $1.7 million and $1.3 million for the nine months ended September 30, 2004 and 2003, respectively. The increase in interest incurred was primarily associated with the increase in mortgage notes payable discussed above. Interest capitalized

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for this business segment totaled $1.7 million and $1.3 million for the nine months ended September 30, 2004 and 2003, respectively. Those amounts include adjustments to reconcile the amount of interest eligible for capitalization on a consolidated basis with the amounts capitalized in the Company’s other business segments.

FINANCIAL CONDITION

September 30, 2004 compared to December 31, 2003

     Our total assets at September 30, 2004 and December 31, 2003 were $652.1 million and $392.7 million, respectively. The increase in total assets primarily resulted from:

  a net increase in cash and cash equivalents of $73.8 million, which resulted primarily from $114.8 million of net proceeds from the underwritten public sale of 5,000,000 shares of common stock described below, offset in part by cash used in operations;
 
  a net increase in inventory of real estate of approximately $170.7 million resulting from land acquisitions in Florida by Core Communities and Levitt and Sons, the acquisition of Bowden, land acquisitions in Tennessee by Bowden and increases in land development and construction costs. These increases in inventory of real estate were partially offset by sales of homes and land;
 
  an increase of approximately $9.9 million in our investment in Bluegreen Corporation associated primarily with our equity in earnings and unrealized gains associated with Bluegreen’s other comprehensive income; and
 
  an increase of $8.5 million in other assets resulting from $4.8 million of goodwill and other assets associated with the Bowden acquisition, and a $1.4 million insurance receivable for claims associated with Hurricanes Frances and Jeanne.

     Total liabilities at September 30, 2004 and December 31, 2003 were $372.4 million and $267.2 million, respectively.

     The increase in total liabilities primarily resulted from:

  increases in accounts payable and accrued liabilities of $14.0 million related to increased construction and development activity, as well as the assumption of liabilities in connection with the Bowden acquisition and liabilities recorded relating to Hurricanes Frances and Jeanne, offset in part by a $1.4 million reversal of a litigation reserve related to the successful appeal of a 2002 lawsuit;
 
  a net increase in notes and mortgage notes payable of $86.7 million, primarily related to the land acquisitions described above and the assumption of debt in connection with the Bowden acquisition; and
 
  an increase in the deferred tax liability of approximately $4.9 million which was primarily associated with our earnings from Bluegreen.

LIQUIDITY AND CAPITAL RESOURCES

     Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating and investment activities. For the nine months ended September 30, 2004, our primary source of funds was the underwritten public offering of our common stock described below, as well as proceeds from the sale of real estate inventory, distributions from real estate joint ventures and borrowings from financial institutions. These funds were utilized primarily for the acquisition,

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development and construction of our real estate, to service and repay borrowings, to acquire Bowden and to pay general and administrative expenses.

     In April 2004 we sold 5,000,000 shares of Class A common stock in an underwritten public offering at a price of $24.50 per share. Net proceeds from the sale totaled approximately $114.8 million, after underwriting discounts, commissions and offering expenses. Approximately $12.0 million of the net proceeds of the offering were used to repay indebtedness, $7.4 million were used to fund the Bowden acquisition and $67.0 million were transferred to our operating subsidiaries (including Bowden) to provide funds for their growth. The balance of the funds will be used to fund our operations and growth and for general corporate purposes.

     In addition to the liquidity provided by the stock sale, we expect to continue to fund our short-term liquidity requirements through net cash provided by operations and financing activities. We expect to meet our long-term liquidity requirements for items such as acquisitions and debt service and repayment obligations primarily with net cash provided by operations, long-term secured and unsecured indebtedness and the remaining proceeds of the stock sale. As of September 30, 2004 and December 31, 2003, we had cash and cash equivalents of $109.7 million and $36.0 million, respectively.

     At September 30, 2004, our consolidated debt was approximately $260.3 million. Our principal payment obligations with respect to our debt for the 12 months beginning September 30, 2004 are anticipated to total approximately $33.3 million. Some of our borrowing agreements contain provisions that, among other things, require us to maintain certain financial ratios and a minimum net worth. These requirements may limit the amount of debt that we can incur in the future and restrict the payment of dividends to us by our subsidiaries. At September 30, 2004, we were in compliance with all loan agreement financial requirements and covenants.

     On July 26, 2004 our Board of Directors declared a cash dividend of $0.02 per share on our Class A common stock and Class B common stock which was paid on August 16, 2004 to all shareholders of record on August 9, 2004. On October 25, 2004 the Board of Directors declared a cash dividend of $0.02 per share on our Class A and Class B common stock. The Board set the payment date for November 15, 2004, to all shareholders of record on November 8, 2004. The Board has not adopted a policy of regular dividend payments. The payment of dividends in the future is subject to approval by our Board of Directors and will depend upon, among other factors, our results of operation and financial condition.

Off Balance Sheet Arrangements and Contractual Obligations

     In connection with the development of certain of our communities, we establish community development districts to access bond financing for the funding of infrastructure development and other projects within the community. If we were not able to establish community development districts, we would need to fund community infrastructure development out of operating income or through other sources of financing or capital. The bonds issued are obligations of the community development district and are repaid through assessments on property within the district. To the extent that we own property within a district when assessments are levied, we will be obligated to pay such assessments when they are due. As of September 30, 2004, development districts in Tradition had $62.8 million of community development district bonds outstanding for which no assessments had been levied. As of September 30, 2004, we owned approximately 71% of the property in the districts.

     We have entered into an indemnity agreement with a joint venture partner relating to that

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partner’s guarantee of the joint venture’s indebtedness. Our maximum exposure under the indemnity agreement is estimated to be approximately $500,000. Based on the joint venture assets securing the indebtedness, we do not believe it is reasonably likely that any payment will be required under the indemnity agreement.

     The following table summarizes our contractual obligations as of September 30, 2004 (in thousands):

                                         
            Payments due by period
            Less than   2 - 3   4 - 5   More than
Category
  Total
  1 year
  Years
  Years
  5 years
Long-term debt obligations
  $ 259,905       33,274       88,169       90,462       48,000  
Operating lease obligations
    4,017       1,096       1,670       1,139       112  
Purchase obligations
    182,621       149,256       33,365              
 
   
 
     
 
     
 
     
 
     
 
 
Total Obligations
  $ 446,543       183,626       123,204       91,601       48,112  
 
   
 
     
 
     
 
     
 
     
 
 

     Long-term debt obligations consist of notes, mortgage notes and bonds payable. Operating lease obligations consist of rent commitments. Purchase obligations consist of contracts to acquire real estate properties for development and sale; however our liability for not completing the purchase of any such property is generally limited to the deposit we made under the relevant contract.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Market risk is defined as the risk of loss arising from adverse changes in market valuations that arise from interest rate risk, foreign currency exchange rate risk, commodity price risk and equity price risk. We have a risk of loss associated with our borrowings as we are subject to interest rate risk on our long-term debt. At September 30, 2004, we had $253.6 million in borrowings with adjustable rates tied to the prime rate and/or LIBOR rates and $6.8 million in borrowings with fixed rates. Consequently, the impact on our variable rate debt from changes in interest rates may affect our earnings and cash flows but would generally not impact the fair value of such debt. With respect to fixed rate debt, changes in interest rates generally affect the fair market value of the debt but not our earnings or cash flow.

     Assuming the variable rate debt balance of $253.6 million outstanding at September 30, 2004 were to remain constant, each one percentage point increase in interest rates would increase the interest incurred by us by approximately $2.5 million per year.

NEW ACCOUNTING PRONOUNCEMENTS

     None.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our principal executive officer and principal financial officer. Based on the results of this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports.

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Changes in Internal Controls

     In addition, we reviewed our internal control over financial reporting, and there have been no significant changes in our internal control over financial reporting or in other factors that could significantly affect those controls subsequent to the date of the last evaluation.

Limitations on the Effectiveness of Controls

     Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all possible errors nor prevent all possible misconduct. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of improper conduct, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, it is possible that controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

     Further, the design of any system of controls is based, in part, upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

CEO and CFO Certifications

     Appearing as Exhibits 31.1 and 31.2 to this quarterly report are Certifications of the principal executive officer and the principal financial officer. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This Item of this report, which you are currently reading, is the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

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PART II - OTHER INFORMATION

Item 6. Exhibits

     Index to Exhibits

     
Exhibit 31.1
  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 31.2
  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.1
  Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.2
  Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

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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.

         
  LEVITT CORPORATION
 
 
Date: November 12, 2004  By:      /s/ Alan B. Levan    
    Alan B. Levan, Chief Executive Officer   
       
 
         
     
Date: November 12, 2004  By:      /s/ George P. Scanlon    
    George P. Scanlon, Executive Vice President,   
       Chief Financial Officer   

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