-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OoHWrB6ReRrPn28yW3a30knx1vnvyvSouFisIbOMGWAdafro7Hj7NSfQDpJ21WFp i4c9mFWK5pGMmNb26mygRA== 0000950134-95-002899.txt : 19951119 0000950134-95-002899.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950134-95-002899 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [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: 95591556 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: REAL ESTATE [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: 95591557 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: REAL ESTATE [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: 95591558 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 FOR PERIOD END 09/30/95 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 SEPTEMBER 30, 1995 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 November 8, 1995, 28,298,835 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 1,000 class A 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 SEPTEMBER 30, 1995 CENTEX CORPORATION
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended September 30, 1995 2 Condensed Consolidated Statement of Earnings for the Six Months Ended September 30, 1995 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 1995 5 Notes to Condensed Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-12 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 13 ITEM 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14
-i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 15 Condensed Combining Statement of Operations for the Three Months Ended September 30, 1995 16 Condensed Combining Statement of Operations for the Six Months Ended September 30, 1995 17 Condensed Combining Balance Sheets 18 Condensed Combining Statement of Cash Flows for the Six Months Ended September 30, 1995 19 Notes to Condensed Combining Financial Statements 20 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 21 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 22 ITEM 6. Exhibits and Reports on Form 8-K 22 SIGNATURES 23-24
-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 Company'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 data) (unaudited)
FOR THE THREE MONTHS ENDED September 30, ------------------------------- 1995 1994 ------------- ------------- REVENUES Home Building $ 482,017 $ 554,959 Financial Services 34,669 29,889 Contracting and Construction Services 270,160 270,861 ------------- ------------- 786,846 855,709 ------------- ------------- COSTS AND EXPENSES Home Building 457,510 522,927 Financial Services 29,699 28,308 Contracting and Construction Services 270,048 271,406 Other, net 63 493 Equity in Earnings of Affiliate (CXP) (7,928) (5,762) Corporate General and Administrative 3,725 3,643 Interest Expense 9,714 7,607 ------------- ------------- 762,831 828,622 ------------- ------------- EARNINGS BEFORE INCOME TAXES 24,015 27,087 Income Taxes 9,464 10,186 ------------- ------------- NET EARNINGS $ 14,551 $ 16,901 ============= ============= EARNINGS PER SHARE $ 0.50 $ 0.55 ============= ============= AVERAGE SHARES OUTSTANDING 29,019,183 30,732,544 ============= ============= CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05 ============= =============
See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE SIX MONTHS ENDED September 30, -------------------------------- 1995 1994 ------------- ------------- REVENUES Home Building $ 911,323 $ 1,086,855 Financial Services 59,936 67,473 Contracting and Construction Services 516,537 533,898 ------------- ------------- 1,487,796 1,688,226 ------------- ------------- COSTS AND EXPENSES Home Building 868,291 1,026,591 Financial Services 52,964 60,475 Contracting and Construction Services 516,382 535,048 Other, net 246 908 Equity in Earnings of Affiliate (CXP) (13,839) (9,475) Corporate General and Administrative 7,370 7,340 Interest Expense 19,294 14,801 ------------- ------------- 1,450,708 1,635,688 ------------- ------------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 37,088 52,538 Gain on CXP Initial Public Offering - 59,328 ------------- ------------- EARNINGS BEFORE INCOME TAXES 37,088 111,866 Income Taxes 14,664 41,567 ------------- ------------- NET EARNINGS $ 22,424 $ 70,299 ============= ============= EARNINGS PER SHARE $ 0.77 $ 2.24 ============= ============= AVERAGE SHARES OUTSTANDING 28,961,176 31,344,249 ============= ============= CASH DIVIDENDS PER SHARE $ 0.10 $ 0.10 ============= =============
See notes to condensed consolidated financial statements. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation ----------------------------- ----------------------------- September 30, March 31, September 30, March 31, 1995* 1995** 1995* 1995** ------------- ------------- ------------- ------------- ASSETS Cash and Cash Equivalents $ 26,390 $ 23,785 $ 19,277 $ 18,534 Receivables - Residential Mortgage Loans 550,706 413,802 - - Other 240,090 235,795 224,919 226,744 Affiliates - - - - Inventories 1,270,510 1,166,471 1,270,510 1,166,471 Investments - Centex Development Company, L. P. 42,927 46,585 42,927 46,585 Centex Construction Products, Inc. 98,853 89,871 98,853 89,871 Joint Ventures and Other 5,390 5,695 5,390 5,695 Unconsolidated Subsidiaries - - 38,285 29,082 Property and Equipment, net 38,775 41,267 25,739 25,341 Other Assets and Deferred Charges 23,621 26,427 16,920 19,739 ------------- ------------- ------------- ------------- $ 2,297,262 $ 2,049,698 $ 1,742,820 $ 1,628,062 ============= ============= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 588,265 $ 555,944 $ 526,545 $ 504,659 Short-term Debt 679,225 576,260 186,305 204,851 Long-term Debt 322,075 222,530 322,075 222,530 Deferred Income Taxes 17,269 26,737 17,467 27,795 Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - - - Common Stock $.25 Par Value: Authorized 50,000,000 Shares: Issued and Outstanding 28,214,109 and 28,070,978, respectively 7,054 7,018 7,054 7,018 Capital in Excess of Par Value 2,560 - 2,560 - Retained Earnings 680,814 661,209 680,814 661,209 ------------- ------------- ------------- ------------- Total Stockholders' Equity 690,428 668,227 690,428 668,227 ------------- ------------- ------------- ------------- $ 2,297,262 $ 2,049,698 $ 1,742,820 $ 1,628,062 ============= ============= ============= ============= Financial Services ------------------------- September 30, March 31, 1995* 1995** ----------- ----------- ASSETS Cash and Cash Equivalents $ 7,113 $ 5,251 Receivables - Residential Mortgage Loans 550,706 413,802 Other 15,171 9,051 Affiliates (1,007) 65,521 Inventories - - Investments - Centex Development Company, L. P. - - Centex Construction Products, Inc. - - Joint Ventures and Other - - Unconsolidated Subsidiaries - - Property and Equipment, net 13,036 15,926 Other Assets and Deferred Charges 6,701 6,688 ----------- ----------- $ 591,720 $ 516,239 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 61,720 $ 51,285 Short-term Debt 492,920 371,409 Long-term Debt - - Deferred Income Taxes (198) (1,058) Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - Common Stock $.25 Par Value: Authorized 50,000,000 Shares: Issued and Outstanding 28,214,109 and 28,070,978, respectively 2 12 Capital in Excess of Par Value 36,722 51,908 Retained Earnings 554 42,683 ----------- ----------- Total Stockholders' Equity 37,278 94,603 ----------- ----------- $ 591,720 $ 516,239 =========== ===========
See notes to condensed consolidated financial statements * Unaudited ** Condensed from audited financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all subsidiaries other than those included in Financial Services (CTX Mortgage and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets. -4- 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE SIX MONTHS ENDED September 30, -------------------------- 1995 1994 ------------ ----------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 22,424 $ 70,299 Adjustments - Depreciation and Amortization 6,324 4,093 Deferred Income Taxes (5,092) (7,224) Gain Related to CXP's IPO, net of Tax - (37,495) Equity in (Earnings) Losses of CXP, Joint Ventures and CDC (9,074) (5,624) Increase in Receivables (1,790) (22,422) (Increase) Decrease in Residential Mortgage Loans (136,904) 240,411 Increase in Inventories (9,601) (67,384) Decrease in Government-Guaranteed S&L Assets - 23,231 Increase (Decrease) in Payables and Accruals 19,337 (9,194) Decrease (Increase) in Other Assets 2,585 (3,404) Other, net (3,353) (6,950) ----------- ----------- (115,144) 178,337 ----------- ----------- CASH FLOWS - INVESTING ACTIVITIES Increase in Advances to Joint Ventures and CDC 4,055 7,691 Acquisition of Vista Properties (85,422) - Dividend and Other Receipts Related to CXP's IPO - 186,525 Property and Equipment Additions, net (3,171) (7,985) Increase in Marketable Securities - (70,763) ----------- ----------- (84,538) 115,468 ----------- ----------- CASH FLOWS - FINANCING ACTIVITIES Decrease in S&L Deposits and Debt - (35,901) Increase (Decrease) in Debt 202,510 (239,839) Retirement of Common Stock - (61,723) Proceeds from Stock Option Exercises 2,596 1,026 Dividends Paid (2,819) (3,071) ----------- ----------- 202,287 (339,508) ----------- ----------- NET INCREASE (DECREASE) IN CASH 2,605 (45,703) CASH AT BEGINNING OF YEAR 23,785 76,287 ----------- ----------- CASH AT END OF PERIOD $ 26,390 $ 30,584 =========== ===========
See notes to condensed consolidated financial statements. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 (unaudited) (A) A summary of changes in stockholders' equity is presented below:
Capital in Preferred Common Excess of Retained Stock Stock Par Value Earnings Total --------- --------- ------------- ------------ ------------ (dollars in thousands) Balance, March 31, 1995 $ - $ 7,018 $ - $ 661,209 $ 668,227 Net Earnings - - - 22,424 22,424 Exercise of Stock Options - 36 2,560 - 2,596 Cash Dividends - - - (2,819) (2,819) ------ --------- ------------- ------------ ------------ BALANCE, SEPTEMBER 30, 1995 $ - $ 7,054 $ 2,560 $ 680,814 $ 690,428 ====== ========= ============= ============ ============
(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: -6- 10 NOTES - continued CENTEX CORPORATION AND SUBSIDIARIES, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L. P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
September 30, March 31, 1995 1995 * ------------- ------------- ASSETS Cash and Cash Equivalents $ 27,752 $ 25,207 Receivables 798,375 653,622 Inventories 1,366,731 1,266,509 Investments in Centex Construction Products, Inc. 98,853 89,871 Joint Ventures and Unconsolidated Subsidiaries 5,390 5,695 Property and Equipment, net 38,775 41,267 Other Assets and Deferred Charges 23,621 26,427 ------------- ------------- $ 2,359,497 $ 2,108,598 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 590,795 $ 557,640 Short-term Debt 737,996 632,745 Long-term Debt 322,075 222,530 Deferred Income Taxes 17,269 26,737 Stockholders' Equity 691,362 668,946 ------------- ------------- $ 2,359,497 $ 2,108,598 ============= =============
*Condensed from audited financial statements SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
September 30, -------------------------------- FOR THE SIX MONTHS ENDED 1995 1994 ------------- ------------- Revenues $ 1,495,890 $ 1,688,606 Costs and Expenses 1,458,587 1,576,691 ------------- ------------- Earnings Before Income Taxes 37,303 111,915 Income Taxes 14,664 41,567 ------------- ------------- NET EARNINGS $ 22,639 $ 70,348 ============= =============
-7- 11 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $13 million as of September 30, 1995 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $323 million. These options and commitments expire at various dates to the year 2000. The Company has also committed to purchase land and developed lots totaling approximately $56 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $6 million. (D) Interest expenses relating to the financial services operations are included in their respective costs and expenses. Interest related to non-financial services operations are included as interest expense as summarized below.
Six Months Ended ----------------------------- 9/30/95 9/30/94 ---------- ---------- Total Interest Incurred $ 33,307 $ 30,000 Less Financial Services (14,013) (15,199) ---------- ---------- Interest Expense $ 19,294 $ 14,801 ========== ==========
(E) During the quarter, the Company completed the acquisition of an equity interest in Vista Properties, Inc. ("Vista") for approximately $85 million. As a result of Centex's acquisition, Vista's equity and debt holders received distributions of approximately $115 million which included Centex's $85 million investment plus $30 million of Vista's cash balances. Vista owns approximately 3,400 acres of land in seven states. The land is zoned, planned or developed for single- and multi-family residential, office, retail, industrial, and other commercial uses. The land will provide Centex with key residential sites in certain of its existing markets as well as commercial development opportunities. In addition, Vista has certain potential tax benefits which may become partially useable by Vista in future years. (F) Certain prior year balances have been reclassified to be consistent with the fiscal 1996 presentation. -8- 12 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex consolidated revenues for the quarter were $787 million, 8% less than revenues of $856 million for the same quarter last year. Net earnings for the quarter were $14.6 million, 14% less than $16.9 million for the same quarter a year ago. Earnings per share for this year's quarter were $.50 compared to $.55 for the same quarter in fiscal 1995. For the six months ended September 30, 1995, corporate revenues totaled $1.5 billion, 12% less than $1.7 billion for the same period last year. Earnings before income taxes were $37.1 million for the period this year, 29% less than $52.5 million for the same period last year. Total earnings before income taxes for the period last year, including the gain on the sale of 51% of CXP, were $111.9 million. Net earnings for the current six months were $22.4 million, 32% less than $32.8 million for the same period last year. Total net earnings for the six months last year, including the gain on the CXP sale, were $70.3 million. Earnings per share for the current six months were $.77 compared to $1.05 last year. Total earnings per share for the six months last year, including the gain from the CXP sale, were $2.24. Earnings per share for both the quarter and the six months this year declined less than net earnings for the respective periods last year due to fewer average shares outstanding in the current periods. During the fiscal year ended March 31, 1995, Centex repurchased 3.74 million shares of its common stock, or about 12% of the shares outstanding at the beginning of its 1995 fiscal year. HOME BUILDING The following summarizes Home Building results for the quarter and fiscal year-to-date ended September 30, 1995 compared to the quarter and fiscal year-to-date ended September 30, 1994 (dollars in millions, except per unit data):
Quarter Ended Quarter Ended 9/30/95 9/30/94 ------------------------- ------------------------- Home Building Revenues $ 482.0 100.0% $ 555.0 100.0% Cost of Sales (397.1) (82.4%) (460.2) (82.9%) Selling, General & Administrative (60.4) (12.5%) (62.7) (11.3%) -------- ----- -------- ----- Operating Earnings $ 24.5 5.1% $ 32.1 5.8% -------- ----- -------- ----- Units Closed 2,922 3,469 Unit Sales Price $163,143 $158,613 % Change 2.9% 10.1% Operating Earnings per Unit $ 8,387 $ 9,234 % Change (9.2%) 33.4%
-9- 13
Fiscal Fiscal Year-to-Date Year-to-Date 9/30/95 9/30/94 -------------------------- -------------------------- Home Building Revenues $ 911.3 100.0% $1,086.9 100.0% Cost of Sales (750.0) (82.3%) (903.3) (83.1%) Selling, General & Administrative (118.3) (13.0%) (123.3) (11.3%) -------- ----- -------- ----- Operating Earnings $ 43.0 4.7% $ 60.3 5.6% -------- ----- -------- ----- Units Closed 5,574 6,702 Unit Sales Price $161,692 $156,689 % Change 3.2% 9.2% Operating Earnings per Unit $ 7,720 $ 8,992 % Change (14.1%) 36.9%
The operating earnings for the quarter and fiscal year-to-date ended September 30, 1995 were lower as a percentage of revenues and on a per unit basis compared to the same periods last year as a result of certain general and administrative costs being absorbed by 16% fewer closed units in the quarter ended September 30, 1995 and 17% fewer closed units in the six months ended September 30, 1995. FINANCIAL SERVICES The Financial Services segment consists of Mortgage Banking in 1995 and Mortgage Banking and Savings and Loan in 1994. The following summarizes Financial Services' results for the quarter and fiscal year-to-date ended September 30, 1995 compared to the quarter and fiscal year-to-date ended September 30, 1994 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 9/30/95 9/30/94 9/30/95 9/30/94 ------------- ------------- ------------ ------------- Revenues $ 34.7 $ 29.9 $ 59.9 $ 67.5 ------- ------- ---------- ---------- Operating Earnings $ 5.0 $ 1.6 $ 7.0 $ 7.0 ------- ------- ---------- ---------- Origination Volume $ 1,249 $ 1,165 $ 2,308 $ 2,425 ------- ------- ---------- ---------- Number of Loans Originated Centex-built Homes 2,015 2,270 3,751 4,552 Non-Centex-built Homes 8,644 8,052 16,084 17,108 ------- ------- ---------- ---------- 10,659 10,322 19,835 21,660 ======= ======= ========== ==========
-10- 14 Declining interest rates during the first six months of the fiscal year resulted in an increase in mortgage applications over the same period last year. Applications for the current quarter totaled 10,977, 14% higher than 9,628 applications for the same quarter last year. Applications for the six months were 22,391, up 13% from 19,877 for the same period in the prior fiscal year. These increases occurred even though Mortgage Banking has approximately 40% fewer offices than it had at its peak in the prior fiscal year. Savings and Loan revenues were $2.7 million and operating earnings were $1.2 million for the quarter ended September 30, 1994 and $4.5 million and $1.8 million, respectively, for the six months then ended. In December 1994, the Savings and Loan sold its deposits and branches and exited the industry. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter and fiscal year-to-date ended September 30, 1995 compared to the quarter and fiscal year-to-date ended September 30, 1994 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 9/30/95 9/30/94 9/30/95 9/30/94 ------------- ------------- -------------- ------------- Revenues $ 270.2 $ 270.9 $ 516.5 $ 533.9 -------- -------- --------- --------- Operating Earnings (Loss) $ .1 $ (.5) $ .2 $ (1.2) -------- -------- --------- --------- New Contracts Received $ 298 $ 266 $ 566 $ 677 -------- -------- --------- --------- Backlog of Uncompleted Contracts $ 1,373 $ 1,379 $ 1,373 $ 1,379 -------- -------- --------- ---------
Contracting and Construction Services continues to operate in a highly competitive market environment. Nonresidential construction is improving as the economy strengthens and profit margins in this group are improving. The Contracting and Construction Services operation provided a positive average net cash flow in excess of Centex's investment in the group of approximately $60 million during the current and prior year quarters. EQUITY IN EARNINGS OF AFFILIATE (CXP) Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $7.9 million for the current quarter, a 38% increase over $5.8 million for the same quarter a year ago. For the current six months, Centex's 49% equity in CXP totaled $13.8 million, 46% higher than $9.5 million for the same period in the prior fiscal year. Centex Construction Products, Inc. benefited from record Cement operating earnings which rose 39% in the current quarter and from improved operating results in its Gypsum Wallboard and Concrete and Aggregates businesses. ACQUISITION OF VISTA PROPERTIES, INC. During the quarter, the Company completed the acquisition of an equity interest in Vista Properties, Inc. ("Vista") for approximately $85 million. As a result of Centex's acquisition, Vista's equity and debt holders received distributions of approximately $115 million which included Centex's $85 million investment plus $30 million of Vista's cash balances. Vista owns approximately 3,400 acres of land in seven states. The land is zoned, planned or developed for single- and multi-family residential, office, retail, industrial, and other commercial uses. The land will provide Centex -11- 15 with key residential sites in certain of its existing markets as well as commercial development opportunities. In addition, Vista has certain potential tax benefits which may become partially useable by Vista in future years. FINANCIAL CONDITION AND LIQUIDITY Centex fulfills its short-term financing requirements with cash generated from its operations and funds available under its credit facilities. These credit facilities also serve as back-up lines for overnight borrowings under its uncommitted bank facilities and commercial paper program. In addition, CTX Mortgage Company has its own credit facilities which aggregates $600 million. These facilities are used by CTX to finance mortgages held during the period they are being securitized and readied for delivery against forward sale commitments. As a result of improving home sales and related construction activity, $9.6 million during the six months ended September 30, 1995, and $67.4 million during the six months ended September 30, 1994 were used to fund the increase in homes under construction, home building land and land development costs. Residential mortgage loans increased from their March 31, 1995 level by $136.9 million due to the increase in mortgage banking activity. Centex's debt increased by approximately $80 million during the current fiscal year which funded the Vista acquisition and inventory additions. The increase in mortgage activity was funded with CTX Mortgage Company's credit facilities ($121.5 million) and working capital. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. OUTLOOK Recent interest rate drops have positively impacted both the Home Building and Financial Services businesses. Improving backlogs in these businesses, combined with continuing strong results from CXP, should generate earnings gains as the fiscal year progresses. -12- 16 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 27, 1995, Centex held its Annual Meeting of Stockholders. At the Annual Meeting, William J Gillilan III, David W. Quinn and Paul T. Stoffel were elected as directors to serve for a three-year term until the 1998 Annual Meeting. Voting results for these nominees are summarized as follows:
Number of Shares -------------------------------- For Against ---------- ------- William J Gillilan III 23,842,231 67,119 ---------- ------- David W. Quinn 23,843,359 65,991 ---------- ------- Paul T. Stoffel 23,843,259 66,091 ---------- -------
Additionally, the holders of the Common Stock approved the motion to extend until November 30, 2007 the detachment date of warrants to purchase Class B Units of limited partnership interest in Centex Development Company, L.P. Voting results are summarized as follows: 21,684,052 Shares FOR ---------- 126,192 Shares AGAINST ---------- 247,872 Shares ABSTAINED ----------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed a report on Form 8-K dated October 12, 1995, reporting the acquisition of equity securities of Vista Properties, Inc., a Nevada Corporation. All other items required under Part II are omitted because they are not applicable. -13- 17 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 November 10, 1995 /s/ David W. Quinn ---------------------------------------- David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) November 10, 1995 /s/ Michael S. Albright ---------------------------------------- Michael S. Albright Vice President - Finance and Controller (chief accounting officer) -14- 18 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. (collectively 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. -15- 19 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 September 30, -------------------------------------------------------------------------------------------- 1995 1994 ------------------------------------------- --------------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------------- ------------- ------------- ------------- ------------- ------------- Revenues $ 8,099 $ 7,998 $ 470 $ 1,330 $ 1,197 $ 376 Costs and Expenses 7,913 7,829 453 1,559 1,461 341 ------------- ------------- ------------- ------------- ------------- ------------- Earnings (Loss) Before Income Taxes 186 169 17 (229) (264) 35 Income Taxes - - - - - - ------------- ------------- ------------- ------------- ------------- ------------- NET EARNINGS (LOSS) $ 186 $ 169 $ 17 $ (229) $ (264) $ 35 ============= ============= ============= ============= ============= ============= EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ 169 $ 17 $ (264) $ 35 ============= ============= ============= =============
See notes to condensed combining financial statements. -16- 20 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 Six Months Ended September 30, ------------------------------------------------------------------------------------------------ 1995 1994 --------------------------------------------- ----------------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------------- -------------- -------------- ------------- --------------- --------------- Revenues $ 10,481 $ 10,239 $ 1,081 $ 4,435 $ 4,174 $ 712 Costs and Expenses 10,285 10,258 866 4,801 4,589 663 ------------- -------------- -------------- ------------- --------------- --------------- Earnings (Loss) Before Income Taxes 196 (19) 215 (366) (415) 49 Income Taxes - - - - - - ------------- -------------- -------------- ------------- --------------- --------------- NET EARNINGS (LOSS) $ 196 $ (19) $ 215 $ (366) $ (415) $ 49 ============= ============== ============== ============= =============== =============== EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ (19) $ 215 $ (415) $ 49 ============== ============== =============== ===============
See notes to condensed combining financial statements. -17- 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
September 30, 1995* March 31, 1995** ------------------------------------------ --------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------------ --------------- ------------ ----------- ------------- ------------ ASSETS Cash $ 1,362 $ 1,361 $ 1 $ 1,422 $ 1,403 $ 19 Accounts Receivable 507 769 190 187 570 187 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 7,262 7,262 - 4,025 4,025 - Investment in Affiliate - - 767 - - 767 Projects Held for Development & Sale - Forster Ranch 55,828 55,828 - 53,493 53,493 - Other 39,459 39,459 - 46,455 46,455 - ----------- --------------- ----------- ----------- ------------ ------------ $ 112,118 $ 104,679 $ 8,658 $ 113,282 $ 105,946 $ 8,673 =========== =============== =========== =========== ============ ============ LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,639 $ 2,467 $ 624 $ 2,480 $ 2,196 $ 854 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch 55,828 55,828 - 53,493 53,493 - Other 2,943 2,943 - 2,992 2,992 - Land Sale Deposits - - - 5 5 - ----------- --------------- ----------- ----------- ------------ ------------ Total Liabilities 69,010 61,238 8,224 66,570 58,686 8,454 Stockholders' Equity and Partners' Capital 43,108 43,441 434 46,712 47,260 219 ----------- --------------- ----------- ----------- ------------ ------------ $ 112,118 $ 104,679 $ 8,658 $ 113,282 $ 105,946 $ 8,673 =========== =============== =========== =========== ============ ============
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -18- 22 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Six Months Ended September 30, ---------------------------------------------------------------------------------------- 1995 1994 -------------------------------------------- ----------------------------------------- 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) $ 196 $ (19) $ 215 $ (366) $ (415) $ 49 Net Change in Payables, Accruals, Deposits and Receivables (166) 67 (233) (385) (338) (47) (Increase)Decrease in Notes Receivable (3,237) (3,237) - 119 119 - Decrease (Increase) in Projects Held for Development and Sale 4,661 4,661 - (86) (86) - ----------- ------------- ------------- --------- ---------- -------------- 1,454 1,472 (18) (718) (720) 2 ----------- ------------- ------------- --------- ---------- -------------- Cash Flows - Financing Activities Increase in Notes Payable 2,286 2,286 - 1,532 1,532 - Capital Distributions (3,800) (3,800) - - - - ----------- ------------- ------------- --------- ---------- -------------- (1,514) (1,514) - 1,532 1,532 - ----------- ------------- ------------- --------- ---------- -------------- Net (Decrease) Increase In Cash (60) (42) (18) 814 812 2 Cash At Beginning Of Year 1,422 1,403 19 101 101 - ----------- ------------- ------------- --------- ---------- -------------- Cash At End Of Period $ 1,362 $ 1,361 $ 1 $ 915 $ 913 $ 2 =========== ============= ============= ========= ========== ==============
See notes to condensed combining financial statements. -19- 23 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS SEPTEMBER 30, 1995 (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 Corporation and subsidiaries, 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 $2,990,000 and $3,468,000 for the six months ended September 30, 1995 and 1994 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Six Months Ended September 30, 1995 ----------------------------------------------------------------- 3333 Holding Corporation Centex Development 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, 1995 $ 46,712 $ 500 $ 767 $ 45,993 $ 1 $ 800 $ (582) Capital Distribution (3,800) - - (3,800) - - - Net Earnings (Loss) 196 - - (19) - - 215 -------- -------- -------- -------- -------- --------- -------- BALANCE AT SEPTEMBER 30, 1995 $ 43,108 $ 500 $ 767 $ 42,174 $ 1 $ 800 $ (367) ======== ======== ======== ======== ======== ========= ========
During the quarter ended September 30, 1995, the Partnership made capital distributions of $3.8 million to CREC. (E) The Partnership and the holder of the Forster Ranch non-recourse notes have signed an agreement that may result in the transfer of ownership of the property to the lender in satisfaction of the debt. In connection with this agreement, CREC has agreed to fund certain holding and other costs CDC will incur in connection with its rezoning efforts. -20- 24 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 RESULTS OF OPERATIONS On a combined basis, revenues for the six months ended September 30, 1995 of $10.5 million included results from the sale of commercial property in Texas, and residential property in Florida and New Jersey. Revenues of $4.4 million for six months ended September 30, 1994 included the sale of commercial property in California and Texas, and residential property in Florida, New Jersey and Illinois. The quarter ended September 30, 1995 reflected combined net earnings of $186,000 compared to a net loss of $229,000 for the same quarter last year. The improvement in earnings relates to a higher volume of sales activity in the quarter ended September 30, 1995 compared to the same period last year. LIQUIDITY AND CAPITAL RESOURCES During the quarter ended September 30, 1995, the Partnership made capital distributions of $3.8 million to CREC. Holding, Development and the Partnership believe that they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. The revenues, earnings and liquidity of these companies are largely dependent on future land sales, the timing of which is uncertain. 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 governing the Partnership. -21- 25 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 27, 1995, 3333 Holding Corporation held its Annual Meeting of Stockholders. At the Annual Meeting, J. Stephen Bilheimer, Josiah O. Low, III and David M. Sherer were elected as directors to serve until the next annual election. Voting results for these nominees are summarized as follows:
Number of Shares ------------------------------ For Against ----- ------- J. Stephen Bilheimer 758 1 ----- ------- Josiah O. Low, III 758 1 ----- ------- David M. Sherer 758 1 ----- -------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27.1 - Financial Data Schedule Exhibit 27.2 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended September 30, 1995 All other items required under Part II are omitted because they are not applicable. -22- 26 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 November 10, 1995 /s/ J. Stephen Bilheimer ---------------------------- J. Stephen Bilheimer President November 10, 1995 /s/ Roger Sefzik ---------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -23- 27 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 November 10, 1995 /s/ J. Stephen Bilheimer ----------------------------------- J. Stephen Bilheimer President November 10, 1995 /s/ Roger Sefzik ----------------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -24- 28 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 - Financial Data Schedule 27.1 - Financial Data Schedule 27.2 - Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Centex Corporation's September 30, 1995, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000018532 CENTEX CORPORATION 1,000 6-MOS MAR-31-1996 APR-01-1995 SEP-30-1995 26,390 0 790,796 0 1,270,510 0 82,618 43,843 2,297,262 0 322,075 7,054 0 0 683,374 2,297,262 1,487,796 1,501,635 1,437,883 1,437,883 7,370 0 19,294 37,088 14,664 22,424 0 0 0 22,424 0.77 0.00
EX-27.1 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from 3333 Holding Corporation's September 30, 1995, Form 10-Q and is qualified in its entirety by refernce to such financial statements. 0000818762 3333 HOLDING CORPORATION 1,000 6-MOS MAR-31-1996 APR-01-1995 SEP-30-1995 1 0 7,890 0 0 0 0 0 8,658 0 0 1 0 0 433 8,658 1,081 1,081 866 866 0 0 0 215 0 215 0 0 0 215 0.00 0.00
EX-27.2 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Centex Development Company L.P.'s September 30, 1995, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000818764 CENTEX DEVELOPEMENT COMPANY L.P. 1,000 6-MOS MAR-31-1996 APR-01-1995 SEP-30-1995 1,361 0 8,031 0 95,287 0 0 0 104,679 0 0 0 0 0 43,441 104,679 10,239 10,239 10,258 10,258 0 0 0 (19) 0 (19) 0 0 0 (19) 0.00 0.00
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