-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RjX9DNJeE/pBT5AvNEl6Kzg1LhxEN5q3i/iDyg355lNMcia98oYITljgv6XqGMc8 RZYFTfEw6WWu13wqMLxWSQ== 0000950134-94-000982.txt : 19940815 0000950134-94-000982.hdr.sgml : 19940815 ACCESSION NUMBER: 0000950134-94-000982 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06776 FILM NUMBER: 94543720 BUSINESS ADDRESS: STREET 1: 3333 LEE PARKWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596500 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09624 FILM NUMBER: 94543721 BUSINESS ADDRESS: STREET 1: 3333 LEE PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09625 FILM NUMBER: 94543722 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q JOINT QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended JUNE 30, 1994 Commission File No. 1-6776 (CENTEX LOGO) CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 3333 Lee Parkway, Suite 1200 Dallas, Texas 75219 (214) 559-6500 Commission File Nos. 1-9624 and 1-9625, respectively 3333 HOLDING CORPORATION A Nevada Corporation CENTEX DEVELOPMENT COMPANY, L.P. A Delaware Limited Partnership IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively 3333 Lee Parkway, Suite 500 Dallas, Texas 75219 (214) 559-6700 The registrants have 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 and have been subject to such filing requirements for the past 90 days. ________________________________________________________________________________ As of the close of business on August 9, 1994, 29,988,555 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 900 class B units of limited partnership interest of Centex Development Company, L.P. were outstanding. ________________________________________________________________________________ 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS JUNE 30, 1994 CENTEX CORPORATION PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended June 30, 1994 2 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statement of Cash Flows for the Three Months Ended June 30, 1994 4 Notes to Condensed Consolidated Financial Statements 5-7 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-10 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 - i - 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 13 Condensed Combining Statement of Operations for the Three Months Ended June 30, 1994 14 Condensed Combining Balance Sheets 15 Condensed Combining Statement of Cash Flows for the Three Months Ended June 30, 1994 16 Notes to Condensed Combining Financial Statements 17 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 18 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 19 SIGNATURES 20-21 - ii - 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Registrant's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. - 1 - 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share) (unaudited)
FOR THE THREE MONTHS ENDED June 30, -------------------------------- 1994 1993 ----------- ----------- REVENUES Home Building $ 531,896 $ 386,574 Mortgage Banking 35,792 43,805 Contracting and Construction Services 263,037 221,480 Savings and Loan 1,792 3,103 ----------- ----------- 832,517 654,962 ----------- ----------- COSTS AND EXPENSES Home Building 503,664 370,145 Mortgage Banking 30,979 26,810 Contracting and Construction Services 263,642 222,229 Savings and Loan 1,188 2,391 Other, net 415 266 Equity in Earnings of Affiliate (CXP) (3,713) (3,878) Corporate General and Administrative 3,697 3,347 Interest Expense 7,194 6,945 ----------- ----------- 807,066 628,255 ----------- ----------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 25,451 26,707 Gain on CXP Initial Public Offering 59,328 - ----------- ----------- EARNINGS BEFORE INCOME TAXES 84,779 26,707 Income Taxes 31,381 9,701 ----------- ----------- NET EARNINGS $ 53,398 $ 17,006 =========== =========== EARNINGS PER SHARE $ 1.67 $ .52 =========== =========== AVERAGE SHARES OUTSTANDING 31,962,028 32,448,803 =========== =========== CASH DIVIDENDS PER SHARE $ .05 $ .05 =========== =========== Centex Construction Products, Inc. (CXP) became 49% owned in April 1994 as a result of an Initial Public Offering representing 51% of its equity. CXP's revenues of $43,079 for fiscal 1994 and the related costs and expenses have been reclassified into "Equity in Earnings of Affiliate (CXP)". This reclassification facilitates comparisons between the periods.
See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation Financial Services -------------------------- -------------------------- ------------------------ June 30, March 31, June 30, March 31, June 30, March 31, 1994* 1994** 1994* 1994** 1994* 1994** ----------- ----------- ----------- ----------- --------- ----------- ASSETS Cash and Cash Equivalents $ 44,619 $ 76,287 $ 17,179 $ 13,284 $ 27,440 $ 63,003 Marketable Securities 126,777 78,241 - - 126,777 78,241 Receivables - Residential Mortgage Loans 460,487 677,641 - - 460,487 677,641 Other 277,567 251,531 257,880 226,674 19,687 24,857 Affiliates - - - - 78,186 80,806 Inventories 1,115,334 1,097,457 1,115,334 1,097,457 - - Investments - Centex Development Company, L.P. 70,878 71,000 70,878 71,000 - - Centex Construction Products, Inc. 81,824 - 81,824 - - - Joint Ventures and Other 6,895 56,928 6,895 56,928 - - Unconsolidated Subsidiaries - - 11,734 5,263 - - Property and Equipment, net 44,120 188,930 22,947 169,234 21,173 19,696 Government-Guaranteed S&L Assets - Receivables 19,648 19,030 - - 19,648 19,030 Covered Assets 12,959 24,737 - - 12,959 24,737 Other Assets and Deferred Charges 34,317 38,574 16,547 22,101 17,770 16,473 ----------- ----------- ----------- ----------- --------- ----------- $ 2,295,425 $ 2,580,356 $ 1,601,218 $ 1,661,941 $ 784,127 $ 1,004,484 =========== =========== =========== =========== ========= =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 615,574 $ 618,943 $ 529,111 $ 504,622 $ 86,463 $ 114,321 S&L Deposits and FHLB Borrowings 196,278 211,055 - - 196,278 211,055 Short-term Debt 511,945 783,585 115,138 206,638 396,807 576,947 Long-term Debt 222,210 222,832 222,210 222,832 - - Deferred Income Taxes 35,827 51,180 21,168 35,088 14,659 16,092 Negative Goodwill 22,802 24,102 22,802 24,102 - - Stockholders' Equity 690,789 668,659 690,789 668,659 89,920 86,069 ----------- ----------- ----------- ----------- --------- ----------- $ 2,295,425 $ 2,580,356 $ 1,601,218 $ 1,661,941 $ 784,127 $ 1,004,484 =========== =========== =========== =========== ========= =========== See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all * Unaudited subsidiaries other than those included in Financial ** Condensed from audited financial statements. Services (CTX Mortgage and CTX Holding Company and its savings and loan subsidiary, Texas Trust Savings Bank, FSB and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.
-3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE THREE MONTHS ENDED June 30, ---------------------------- 1994 1993 ---------- --------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 53,398 $ 17,006 Adjustments - Depreciation, Depletion and Amortization 2,023 4,513 Deferred Income Taxes (8,455) (21,857) Equity in Loss (Earnings) of Joint Ventures and Unconsolidated Subsidiaries, net 198 (554) Equity in Earnings of Affiliate (CXP) (2,401) - ---------- --------- 44,763 (892) Increase in Receivables (26,036) (17,415) Increase in Inventories (17,983) (50,123) (Decrease) Increase in Payables and Accruals (3,628) 21,488 Decrease in Other Assets 3,953 835 Other, net (6,639) (2,210) ---------- --------- (5,570) (48,317) ---------- --------- CASH FLOWS - INVESTING ACTIVITIES Decrease (Increase) in Advances to Joint Ventures and Unconsolidated Subsidiaries 49,957 (4,487) Increase in Investment in Centex Construction Products, Inc. (79,423) - Decrease in Property and Equipment due to CXP initial public offering, net 146,657 - Property and Equipment Additions, net (4,673) (10,369) (Increase) Decrease in Marketable Securities (48,536) 7,755 ---------- --------- 63,982 (7,101) ---------- --------- CASH FLOWS - FINANCING ACTIVITIES Decrease (Increase) in Residential Mortgage Loans 217,067 (122,430) Decrease in Government-Guaranteed S&L Assets 11,160 5,182 Decrease in S&L Deposits and Debt (14,777) (5,154) (Decrease) Increase in Debt (272,262) 183,074 Stock and Dividend Transactions, net (31,268) 2,264 ---------- --------- (90,080) 62,936 ---------- --------- NET (DECREASE) INCREASE IN CASH (31,668) 7,518 ---------- --------- CASH AT BEGINNING OF YEAR 76,287 26,065 ---------- --------- CASH AT END OF PERIOD $ 44,619 $ 33,583 ========== =========
See notes to condensed consolidated financial statements. -4- 8 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1994 (unaudited) (A) A summary of changes in stockholders' equity is presented below:
Capital in Common Excess of Retained Stock Par Value Earnings Total ------ ---------- --------- -------- (dollars in thousands) Balance, March 31, 1994 $ 7,916 $ 26,631 $ 634,112 $ 668,659 Net Earnings - - 53,398 53,398 Exercise of Stock Options 5 851 - 856 Retirement of 1,193,400 Shares (298) (27,402) (2,864) (30,564) Cash Dividends - - (1,560) (1,560) -------- --------- --------- --------- BALANCE, JUNE 30, 1994 $ 7,623 $ 80 $ 683,086 $ 690,789 ======== ========= ========= =========
(B) On November 30, 1987 the Company distributed to a nominee, all of the issued and outstanding shares of common stock of 3333 Holding Corporation and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. A wholly-owned subsidiary of 3333 Holding Corporation serves as general partner of Centex Development Company, L.P. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. Supplementary condensed combined financial statements for Centex, 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. are as follows: -5- 9 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
June 30, March 31, 1994 1994* ---------- ---------- ASSETS Cash and Cash Equivalents $ 45,625 $ 76,388 Marketable Securities 126,777 78,241 Receivables 739,114 930,428 Inventories 1,241,216 1,223,753 Investments in Centex Construction Products, Inc. 81,824 - Joint Ventures and Unconsolidated Subsidiaries 6,895 56,928 Property and Equipment, net 44,120 188,930 Government-Guaranteed S&L Assets 32,607 43,767 Other Assets and Deferred Charges 34,317 38,574 ---------- ---------- $2,352,495 $2,637,009 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 617,690 $ 620,824 S&L Deposits and FHLB Borrowings 196,278 211,055 Short-term Debt 566,262 837,734 Long-term Debt 222,210 222,832 Deferred Income Taxes 35,827 51,180 Negative Goodwill 22,802 24,102 Stockholders' Equity 691,426 669,282 ---------- ---------- $2,352,495 $2,637,009 ========== ==========
*Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
June 30, ------------------------------- FOR THE THREE MONTHS ENDED 1994 1993 ---------- ---------- Revenues $ 832,799 $ 698,060 Costs and Expenses 748,006 671,382 ---------- ---------- Earnings Before Income Taxes 84,793 26,678 Income Taxes 31,381 9,701 ---------- ---------- NET EARNINGS $ 53,412 $ 16,977 ========== ==========
-6- 10 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $10 million as of June 30, 1994 for options to purchase properties having a total purchase price of approximately $307 million. These options expire at various dates to 1997. The Company has also committed to purchase land and developed lots totaling approximately $89 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $8 million. (D) Interest expenses relating to the financial services operations (Mortgage Banking and Savings and Loan) are included in their respective costs and expenses. Interest related to non-financial services operations are included as interest expense as summarized below.
Three Months Ended ------------------ 6/30/94 6/30/93 ------- ------- Total Interest Incurred $ 15,028 $ 18,022 Less - Mortgage Banking (5,768) (8,898) Savings and Loan (2,066) (2,179) -------- -------- INTEREST EXPENSE $ 7,194 $ 6,945 ======== ========
(E) During the quarter ended June 30, 1994, Centex Construction Products, Inc. completed an initial public offering of 51% of its stock and is trading on the New York Stock Exchange under the symbol "CXP." Centex received a dividend and other payments from CXP totaling approximately $186.5 million which was used to reduce Centex's outstanding indebtedness. -7- 11 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Record Home Building profits were insufficient to totally offset the decline in Mortgage Banking earnings. However, Centex consolidated revenues for the quarter totaled a record $833 million, a 27% increase over revenues of $655 million for the same quarter last year. Earnings before income taxes and prior to the gain resulting from the initial public offering of 51% of the common stock of Centex Construction Products, Inc. (CXP), Centex's former construction products subsidiary, were $25.5 million this year, 5% less than $26.7 million for the same quarter last year. Centex's net earnings for the quarter ended June 30, 1994, before the CXP gain, were $15.9 million versus $17 million for the same quarter last year. Including the gain, Centex's total net earnings were $53.4 million for the quarter this year. Earning per share for this year's quarter, before CXP gain, were $.50 compared to $.52 for the same quarter in fiscal 1994. Including the gain, Centex's earnings per share for the current quarter were $1.67. On April 19, 1994, CXP completed the sale of 11,730,000 shares, or 51%, of its common stock through an initial public offering. Including a dividend and other payments, Centex received $186 million from the transaction and used the funds to reduce its short-term debt. Centex retains ownership of 49% of CXP's stock. The following table compares Home Building results for the quarter ended June 30, 1994 to the quarter ended June 30, 1993 (in millions, except unit and per unit data):
JUNE 30, 1994 June 30, 1993 ------------------------- ------------------------ Home Building Revenues* $ 531.9 100.0% $ 386.6 100.0% Cost of Sales (443.1) (83.3) (322.3) (83.4) Selling, General & Administrative (60.6) (11.4) (47.9) (12.4) ---------- ----- --------- ----- Operating Earnings* $ 28.2 5.3% $ 16.4 4.2% ========== ===== ========= ===== Units Closed 3,233 2,672 Unit Sales Price $ 154,625 $ 142,703 % Change 8.4% 7.0% Operating Earnings per Unit $ 8,732 $ 6,149 % Change 42.0% 6.4%
* CDC and other items excluded from this table represented revenues of $(.1) and $.2 million, respectively and operating losses of $.3 and $.3 million, respectively. - 8 - 12 Home Building revenues for the current quarter were $531.9 million, up 38% from $386.6 million for the same quarter in the prior year. Operating earnings from Home Building reached a record $28.2 million for the quarter this year, a 72% increase from $16.4 million for the same quarter in fiscal 1994. Home closings for the current quarter increased in every region, reaching a total of 3,233 units, a 21% increase over 2,672 units for the same quarter last year. The largest gains occurred in the West region where closings were 60% higher than last year. Slowed by higher interest rates, home sales (orders) for the current quarter declined 12% to 2,873 units from 3,277 units for the same quarter in the prior year. Order increases in the Company's West and Midwest regions were more than offset by lower orders in the Southwest and Southeast areas. The backlog of homes sold but not closed at June 30, 1994 was 5,435 units, 6% less than the order backlog of 5,756 units at June 30, 1993 and the backlog of 5,795 units at March 31, 1994. Mortgage Banking revenues for the current quarter were $35.8 million, an 18% decline from $43.8 million for the same quarter in the prior fiscal year. Operating earnings from Mortgage Banking were $4.8 million for the quarter this year, a 72% decline from $17.0 million for the same quarter a year ago. Results from Mortgage Banking were negatively impacted by a rising and volatile interest rate environment. Refinancings, which accounted for 43% of the Company's total originations during the quarter ended June 30, 1993, were just 9% of originations this year. The number of refinancings declined 85% for the current quarter versus refinancings for the same quarter a year ago. Margin per loan, which was negatively impacted by intense competitive industry pricing, declined 64% from the per-loan margin for the same quarter last year. During the current quarter, the Mortgage Banking division closed a total of 11,338 loans, 21% less than 14,434 loans reported for the same quarter in the prior year. Loans for Centex-built homes increased 19% to 2,282, while "spot" (third-party) originations decreased 28% to 9,056 in the current quarter. Loan applications for the quarter declined approximately 30% from last year's first quarter. Revenues from Contracting and Construction Services were $263.0 million for the quarter this year, a 19% increase over revenues of $221.5 million reported for the same quarter in the prior fiscal year. Contracting and Construction Services reported an operating loss of $605,000 this year compared to a $749,000 loss for the same quarter in fiscal 1994. The division continues to be negatively affected by competitive pressure on margins. The Construction Group received a record $411 million of new contracts during the quarter, a 140% increase over about $171 million of work received in the same quarter a year earlier. The backlog of uncompleted construction contracts at June 30, 1994 was an all-time high $1.38 billion, 23% higher than the backlog of $1.12 billion reported at June 30 a year ago and 11% more than the previous record backlog of $1.24 billion at March 31, 1994. Revenues from the Savings and Loan were $1.8 million for the quarter this year versus $3.1 million for the same quarter last year. Operating earnings from the Savings and Loan were $604,000 for the current quarter compared to $712,000 for the same quarter in the previous fiscal year. In order to facilitate comparisons between the current quarter and the quarter ended June 30, 1993, CXP's revenues of $43,079,000 and the related costs and expenses for the quarter last year have been reclassified (on a net basis) into "Equity in Earnings of Affiliate (CXP)." For the current quarter, Centex Corporation's 49% "Equity in Earnings of CXP," was $3.7 million compared with $3.9 million for last year's quarter which represented Centex's 100% ownership of CXP. Interest rate volatility continues to negatively impact both the Home Building and Mortgage Banking operations. If the rate-driven slowdown prevails during the next several months, fiscal 1995's financial results may not reach fiscal 1994's record earnings. Nevertheless, Centex is well-positioned to regain its earnings momentum if interest rates stabilize or decline. - 9 - 13 As a result of the CXP transaction, Centex is in an excellent capital position. The company will utilize the current period of consolidation within the mortgage industry to further expand its Mortgage Banking network and continue to look for growth opportunities for its Home Building operation. FINANCIAL CONDITION The company has adequate unsecured revolving credit facilities. These credit facilities serve as back-up lines for overnight borrowings under uncommitted bank lines and commercial paper. In addition, CTX Mortgage Company has sufficient committed and uncommitted credit facilities of its own to finance mortgages which are held during the period while they are being securitized and readied for delivery against forward sale commitments. Based on its financial condition and existing credit relationships, Centex believes it will be able to provide adequately for its current and future growth. STOCK REPURCHASE PROGRAM Since April 1994, the Company has repurchased more than 1.7 million shares of its common stock under its stock repurchase programs that provides for the repurchase of up to 3.1 million shares (including an additional 1 million shares authorized by the Centex Board during July, 1994). Depending on market conditions, the Company will continue to repurchase shares under this authorization and the Centex Board may authorize additional stock repurchases in the future. - 10 - 14 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended June 30, 1994. All other items required under Part II are omitted because they are not applicable. - 11 - 15 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. CENTEX CORPORATION --------------------------------------- Registrant August 11, 1994 /s/ DAVID W. QUINN --------------------------------------- David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) August 11, 1994 /s/ MICHAEL S. ALBRIGHT Michael S. Albright --------------------------------------- Vice President - Finance and Controller (chief accounting officer) - 12 - 16 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART I. FINANCIAL INFORMATION CONDENSED COMBINING FINANCIAL STATEMENTS ITEM 1. The condensed combining financial statements include the accounts of 3333 Holding Corporation and subsidiary and Centex Development Company, L.P. (the "Companies"), and have been prepared by the Companies, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Companies believe that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed combining financial statements be read in conjunction with the financial statements and the notes thereto included in the Companies' latest annual report on Form 10-K. In the opinion of the Companies, all adjustments necessary to present fairly the information in the following condensed financial statements of the Companies have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. - 13 - 17 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For The Three Months Ended June 30, ------------------------------------------------------------------------------------------- 1994 1993 ------------------------------------------- ------------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY -------- ------------- ------------ -------- ------------- ------------ Revenues $ 3,105 $ 2,977 $ 336 $ 1,928 $ 1,832 $ 134 Costs and Expenses 3,242 3,128 322 2,192 2,067 163 -------- ------------- ------------ -------- ------------- ------------ Earnings (Loss) Before Income Taxes (137) (151) 14 (264) (235) (29) Income Taxes - - - - - - -------- ------------- ------------ -------- ------------- ------------ NET EARNINGS (LOSS) $ (137) $ (151) $ 14 $ (264) $ (235) $ (29) ======== ============= ============ ======== ============= ============ EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ (151) $ 14 $ (235) $ (29) ============= ============ ============= ============
See notes to condensed combining financial statements. -14- 18 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEET (dollars in thousands)
June 30, 1994* March 31, 1994** ------------------------------------------- --------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY -------- ------------- ------------ -------- ------------- ---------- ASSETS Cash $ 1,006 $ 1,004 $ 2 $ 101 $ 101 $ - Accounts Receivable 151 601 151 238 873 133 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 1,060 1,060 - 1,151 1,151 - Investment in Affiliate - - 767 - - 767 Projects Held for Development and Sale - Forster Ranch 50,672 50,672 - 49,199 49,199 - Other 67,682 67,682 - 69,703 69,703 - -------- -------- ------ -------- -------- ------ $128,271 $121,019 $8,620 $128,092 $121,027 $8,600 ======== ======== ====== ======== ======== ====== LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 3,423 $ 3,141 $ 883 $ 3,263 $ 3,154 $ 877 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch 50,672 50,672 - 49,199 49,199 - Other 3,645 3,645 - 4,950 4,950 - Land Sale Deposits 129 129 - 141 141 - -------- -------- ------ -------- -------- ------ Total Liabilities 65,469 57,587 8,483 65,153 57,444 8,477 Stockholders' Equity and Partners' Capital 62,802 63,432 137 62,939 63,583 123 -------- -------- ------ -------- -------- ------ $128,271 $121,019 $8,620 $128,092 $121,027 $8,600 ======== ======== ====== ======== ======== ======
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -15- 19 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Three Months Ended June 30, ------------------------------------------------------------------------------- 1994 1993 -------------------------------------- ------------------------------------ 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY -------- ------------- ---------- -------- ------------- --------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings (Loss) $ (137) $ (151) $ 14 $ (264) $ (235) $ (29) Net Change in Payables, Accruals, Deposits and Receivables 235 247 (12) 244 213 31 Decrease in Notes Receivable 91 91 - 30 30 - Decrease (Increase) in Projects Held for Development and Sale 548 548 - (415) (415) - -------- --------- --------- --------- -------- --------- 737 735 2 (405) (407) 2 -------- --------- --------- --------- -------- --------- CASH FLOWS - FINANCING ACTIVITIES Increase (Decrease) in Notes Payable 168 168 - (177) (177) - -------- --------- --------- --------- -------- --------- 168 168 - (177) (177) - -------- --------- --------- --------- -------- --------- NET INCREASE (DECREASE) IN CASH 905 903 2 (582) (584) 2 CASH AT BEGINNING OF YEAR 101 101 - 1,252 1,252 - -------- --------- --------- --------- -------- --------- CASH AT END OF PERIOD $ 1,006 $ 1,004 $ 2 $ 670 $ 668 $ 2 ======== ========= ========= ========= ======== =========
See notes to condensed combining financial statements. -16- 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS JUNE 30, 1994 (unaudited) (A) On November 30, 1987 Centex Corporation ("Centex") distributed to a nominee all of the issued and outstanding shares of common stock of 3333 Holding Corporation ("Holding") and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. (the "Partnership"). 3333 Development Company ("Development"), a wholly-owned subsidiary of Holding, serves as general partner of the Partnership. These securities are held by the nominee on behalf of Centex stockholders and will trade in tandem with the common stock of Centex until such time as they are detached. (B) See Note B to the condensed consolidated financial statements of Centex Corporation and subsidiaries included elsewhere in this Form 10-Q for supplementary condensed combined financial statements for Centex, Holding and subsidiary and the Partnership. (C) The Partnership sells lots to Centex Real Estate Corporation ("CREC") pursuant to certain purchase and sale agreements. Revenues from these sales totaled $2,524,000 and $1,716,000 for the three months ended June 30, 1994 and 1993, respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Three Months Ended June 30, 1994 --------------------------------------------------------------------------------------- Centex Development 3333 Holding Corporation Company, L.P. and Subsidiary ------------------------------------------ ------------------------------------------- CLASS B GENERAL LIMITED CAPITAL IN UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS -------- -------- ------- ------- -------- --------- -------- Balance at March 31, 1994 $ 62,939 $ 500 $ 767 $ 62,316 $ 1 $ 800 $ (678) Net Loss (137) - - (151) - - 14 --------- -------- -------- -------- --------- ---------- -------- BALANCE AT JUNE 30, 1994 $ 62,802 $ 500 $ 767 $ 62,165 $ 1 $ 800 $ (664) ========= ======== ======== ======== ========= ========== ========
(E) The Partnership and the holder of the Forster Ranch non-recourse notes have signed an agreement to transfer ownership of the property in satisfaction of the debt, subject to revision of certain land use entitlements, by April 1995. In connection with this agreement, CREC has agreed to fund certain holding and other costs CDC will incur through April 1995 in connection with its rezoning efforts. (F) Effective April 1, 1994, Development designated Holding to replace Centex Development Management Company as manager of the Partnership. Holding will be compensated by the Partnership for its services. - 17 - 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The liquidity of 3333 Holding Corporation ("Holding") and Subsidiary ("Development") and Centex Development Company, L.P. (the "Partnership") is largely dependent on the timing, which is uncertain, of future real estate sales. The ability to obtain external debt or equity capital is subject to the provisions of Holding's loan agreement with Centex and the partnership agreement. Based on their current financial condition, these companies believe they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. RESULTS OF OPERATIONS For the quarter ended June 30, 1994, the combined entities had revenues of $3,105,000 and a loss of $137,000. The revenues for the three months included proceeds from the sale of commercial property in California and residential property in Florida and New Jersey. Due to the financial dynamics of the Partnership's business, a comparison with the revenues from real estate sales for the same period in 1993 is not meaningful. The timing of future revenues from the development and sale of real estate will result in fluctuating operating results for the Partnership. - 18 - 22 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended June 30, 1994. All other items required under Part II are omitted because they are not applicable. - 19 - 23 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. 3333 HOLDING CORPORATION ------------------------------------------------- Registrant August 11, 1994 /s/ ROGER SEFZIK ------------------------------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer and authorized officer) - 20 - 24 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. CENTEX DEVELOPMENT COMPANY, L.P. ------------------------------------------------- Registrant By: 3333 Development Corporation, General Partner August 11, 1994 /s/ ROGER SEFZIK Roger Sefzik Vice President and Treasurer ------------------------------------------------- (chief accounting officer and authorized officer) - 21 - -----END PRIVACY-ENHANCED MESSAGE-----