-----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, Ulix/DNQN0mxoylMdCImjjpNztA0SedvNz7bWcAdqUB1Jj8F/7swph9UVhKpbtz8 Zda09HISHsdvP7c4wiHk/g== 0000950134-96-006191.txt : 19961118 0000950134-96-006191.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950134-96-006191 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 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: 96663624 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: 96663625 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: 96663626 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 QUARTER ENDED SEPTEMBER 30, 1996 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, 1996 Commission File No. 1-6776 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, 1996, 28,621,684 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 SEPTEMBER 30, 1996 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, 1996 2 Condensed Consolidated Statement of Earnings for the Six Months Ended September 30, 1996 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 1996 5 Notes to Condensed Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-13 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 14 ITEM 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15
-i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 16 Condensed Combining Statement of Operations for the Three Months Ended September 30, 1996 17 Condensed Consolidated Statement of Operations for the Six Months Ended September 30, 1996 18 Condensed Combining Balance Sheets 19 Condensed Combining Statement of Cash Flows for the Six Months Ended September 30, 1996 20 Notes to Condensed Combining Financial Statements 21 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 22 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 23 ITEM 6. Exhibits and Reports on Form 8-K 23 SIGNATURES 24-25
-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, ------------------------------ 1996 1995 ------------ ------------ REVENUES Home Building $ 607,669 $ 482,017 Investment Real Estate 635 -- Financial Services 40,992 34,669 Contracting and Construction Services 286,769 270,160 Construction Products (A) 65,538 -- ------------ ------------ 1,001,603 786,846 ------------ ------------ COSTS AND EXPENSES Home Building 569,591 457,510 Investment Real Estate (2,772) -- Financial Services 34,856 29,699 Contracting and Construction Services 286,909 270,048 Construction Products (A) 45,486 (16,179) Other, net 733 63 Corporate General and Administrative 4,426 3,725 Interest Expense 9,209 9,714 Minority Interest in Construction Products (A) 9,846 8,251 ------------ ------------ 958,284 762,831 ------------ ------------ EARNINGS BEFORE INCOME TAXES 43,319 24,015 Income Taxes 15,079 9,464 ------------ ------------ NET EARNINGS $ 28,240 $ 14,551 ============ ============ EARNINGS PER SHARE $ 0.96 $ 0.50 ============ ============ AVERAGE SHARES OUTSTANDING 29,292,634 29,019,183 ============ ============ CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05 ============ ============
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of its own stock during the June 30, 1996 quarter, Centex's ownership interest in CXP increased to more than 50% (51.1% as of September 30, 1996). Accordingly, beginning with the quarter ended June 30, 1996, CXP's financial results have been consolidated with those of Centex and are reflected in Centex's revenues and operating earnings. In order to facilitate comparisons between years, CXP's operating earnings and the related minority interest in CXP have been reclassified to reflect the total amounts for the quarter ended September 30, 1995. Had CXP's revenues been consolidated for the quarter ended September 30, 1995, Centex's consolidated revenues for that quarter would have increased by $66,483 to $853,329. 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, ------------------------------ 1996 1995 ------------ ------------ REVENUES Home Building $ 1,137,490 $ 911,323 Investment Real Estate 2,010 -- Financial Services 78,923 59,936 Contracting and Construction Services 548,995 516,537 Construction Products (A) 126,596 -- ------------ ------------ 1,894,014 1,487,796 ------------ ------------ COSTS AND EXPENSES Home Building 1,070,327 868,291 Investment Real Estate (5,220) -- Financial Services 66,686 52,964 Contracting and Construction Services 548,632 516,382 Construction Products (A) 91,346 (28,243) Other, net 862 246 Corporate General and Administrative 8,475 7,370 Interest Expense 18,791 19,294 Minority Interest in Construction Products (A) 17,445 14,404 ------------ ------------ 1,817,344 1,450,708 ------------ ------------ EARNINGS BEFORE INCOME TAXES 76,670 37,088 Income Taxes 26,611 14,664 ------------ ------------ NET EARNINGS $ 50,059 $ 22,424 ============ ============ EARNINGS PER SHARE $ 1.71 $ 0.77 ============ ============ AVERAGE SHARES OUTSTANDING 29,242,508 28,961,176 ============ ============ CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05 ============ ============
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of its own stock during the June 30, 1996 quarter, Centex's ownership interest in CXP increased to more than 50% (51.1% as of September 30, 1996). Accordingly, beginning with the quarter ended June 30, 1996, CXP's financial results have been consolidated with those of Centex and are reflected in Centex's revenues and operating earnings. In order to facilitate comparisons between years, CXP's operating earnings and the related minority interest in CXP have been reclassified to reflect the total amounts for the six months ended September 30, 1995. Had CXP's revenues been consolidated for the six months ended September 30, 1995, Centex's consolidated revenues for that period would have increased by $121,587 to $1,609,383. 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, 1996* 1996** 1996* 1996** --------------- --------------- ---------------- --------------- ASSETS Cash and Cash Equivalents $ 65,229 $ 14,042 $ 57,542 $ 11,897 Receivables - Residential Mortgage Loans 524,371 629,756 -- -- Other 332,290 280,803 310,594 258,661 Affiliates -- -- -- -- Inventories 1,065,450 1,205,450 1,065,450 1,205,450 Investments - Centex Construction Products, Inc. -- 106,504 -- 106,504 Centex Development Company, L. P. 34,010 36,866 34,010 36,866 Joint Ventures and Other 2,385 3,804 1,790 3,804 Unconsolidated Subsidiaries -- -- 45,907 38,366 Property and Equipment, net 204,945 37,139 192,764 25,413 Other Assets - Deferred Taxes, net 217,615 (16,620) 217,230 (16,085) Deferred Charges and Other 52,125 22,602 35,167 14,767 ----------- ----------- ----------- ----------- $ 2,498,420 $ 2,320,346 $ 1,960,454 $ 1,685,643 =========== =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 679,532 $ 610,671 $ 628,389 $ 550,984 Short-term Debt 601,117 662,267 116,282 87,251 Long-term Debt 223,813 321,002 223,813 321,002 Minority Stockholders' Interest 113,880 3,570 111,892 3,570 Negative Goodwill 106,837 -- 106,837 -- Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued -- -- -- -- Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,593,336 and 28,425,851 respectively 7,148 7,107 7,148 7,107 Capital in Excess of Par Value 9,973 6,814 9,973 6,814 Retained Earnings 756,120 708,915 756,120 708,915 ----------- ----------- ----------- ----------- Total Stockholders' Equity 773,241 722,836 773,241 722,836 ----------- ----------- ----------- ----------- $ 2,498,420 $ 2,320,346 $ 1,960,454 $ 1,685,643 =========== =========== =========== =========== Financial Services ----------------------------------- September 30, March 31, 1996* 1996** ---------------- ---------------- ASSETS Cash and Cash Equivalents $ 7,687 $ 2,145 Receivables - Residential Mortgage Loans 524,371 629,756 Other 21,696 22,142 Affiliates 220 (1,267) Inventories -- -- Investments - Centex Construction Products, Inc. -- -- Centex Development Company, L. P. -- -- Joint Ventures and Other 595 -- Unconsolidated Subsidiaries -- -- Property and Equipment, net 12,181 11,726 Other Assets - Deferred Taxes, net 385 (535) Deferred Charges and Other 16,958 7,835 ----------- ----------- $ 584,093 $ 671,802 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 51,143 $ 59,687 Short-term Debt 484,835 575,016 Long-term Debt -- -- Minority Stockholders' Interest 1,988 -- Negative Goodwill -- -- Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued -- -- Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,593,336 and 28,425,851 respectively 1 2 Capital in Excess of Par Value 46,925 37,917 Retained Earnings (799) (820) ----------- ----------- Total Stockholders' Equity 46,127 37,099 ----------- ----------- $ 584,093 $ 671,802 =========== ===========
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, ------------------------- 1996 1995 --------- ---------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 50,059 $ 22,424 Adjustments - Depreciation and Amortization 6,395 6,324 Deferred Income Taxes 17,657 (5,092) Equity in Earnings of CXP, CDC and Joint Ventures (745) (9,074) Minority Interest in CXP 17,445 -- Increase in Receivables (10,240) (1,790) Decrease (Increase) in Residential Mortgage Loans 105,385 (136,904) Decrease (Increase) in Inventories 26,700 (9,601) Increase in Payables and Accruals 13,834 19,337 (Increase) Decrease in Other Assets (27,519) 2,585 Other, net 4,863 (3,353) --------- --------- 203,834 (115,144) --------- --------- CASH FLOWS - INVESTING ACTIVITIES Decrease in Advances to Joint Ventures, Unconsolidated Subsidiaries, and CDC 5,020 4,055 Decrease (Increase) in Property and Equipment, net 1,046 (3,171) Acquisition Of Vista Properties -- (85,422) Vista/Centex Homes Combination ($ in millions): Deferred Taxes ($266.2); Negative Goodwill $114.8; Inventories $140.2; and Payables and Accruals $11.2 -- -- --------- --------- 6,066 (84,538) --------- --------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Debt (159,059) 202,510 Proceeds from Stock Option Exercises 3,200 2,596 Dividends Paid (2,854) (2,819) --------- --------- (158,713) 202,287 --------- --------- NET INCREASE IN CASH 51,187 2,605 CASH AT BEGINNING OF PERIOD 14,042 23,785 --------- --------- CASH AT END OF PERIOD $ 65,229 $ 26,390 ========= =========
See notes to condensed consolidated financial statements. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (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, 1996 $ -- $ 7,107 $ 6,814 $ 708,915 $ 722,836 Net Earnings -- -- -- 50,059 50,059 Exercise of Stock Options -- 41 3,159 -- 3,200 Cash Dividends -- -- -- (2,854) (2,854) ------ --------- --------- --------- --------- BALANCE, SEPTEMBER 30, 1996 $ -- $ 7,148 $ 9,973 $ 756,120 $ 773,241 ====== ========= ========= ========= =========
(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, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L. P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
September 30, March 31, 1996 1996 * ----------- ----------- ASSETS Cash and Cash Equivalents $ 65,587 $ 14,273 Receivables 859,410 914,549 Inventories 1,101,539 1,244,931 Investments in Centex Construction Products, Inc. -- 106,504 Joint Ventures and Unconsolidated Subsidiaries 2,627 3,984 Property and Equipment, net 204,945 37,139 Other Assets - Deferred Taxes, net 217,615 (16,620) Deferred Charges and Other 52,125 22,602 ----------- ----------- $ 2,503,848 $ 2,327,362 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 682,541 $ 616,959 Short-term Debt 602,285 665,593 Long-term Debt 223,813 321,002 Minority Stockholders' Interest 113,880 -- Negative Goodwill 106,837 -- Stockholders' Equity 774,492 723,808 ----------- ----------- $ 2,503,848 $ 2,327,362 =========== ===========
*Condensed from audited financial statements SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
FOR THE SIX MONTHS ENDED September 30, ------------------------- 1996 1995 ---------- ---------- Revenues $1,897,702 $1,495,890 Costs and Expenses 1,820,753 1,458,587 ---------- ---------- Earnings Before Income Taxes 76,949 37,303 Income Taxes 26,611 14,664 ---------- ---------- NET EARNINGS $ 50,338 $ 22,639 ========== ==========
-7- 11 Notes - continued (C) In order to assure the future availability of land for its Home Building operation, the Company has made deposits totaling $14 million as of September 30, 1996 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $333 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 $31 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $2 million with an additional $10 million under feasibility study. (D) Interest expense relating to the financial services operations is included in its costs and expenses. Interest related to non-financial services is included as interest expense.
Six Months Ended -------------------------- 9/30/96 9/30/95 ------- ------- Total Interest Incurred $ 35,031 $ 33,307 Less Financial Services (16,240) (14,013) --------- --------- Interest Expense $ 18,791 $ 19,294 ========= =========
(E) During the quarter ended June 30, 1994, Centex Construction Products, Inc. (CXP) completed an initial public offering of 51% of its stock and began trading on the New York Stock Exchange under the symbol "CXP". As a result of CXP's repurchase of its own stock during the quarter ended June 30, 1996, Centex's ownership interest in CXP has increased to more than 50% (51.1% as of September 30, 1996). Accordingly, beginning with the quarter ended June 30, 1996, CXP's financial results have been consolidated with those of Centex. The reconsolidation of CXP had a $6.6 million net effect on the Statement of Cash Flows and is included in Other, net. The major items are (in millions) Property and Equipment ($181.4), Investment in CXP $106.5, Minority Interest $95.0, Inventories ($26.9) and Receivables, Payables and Other $13.4. (F) During the quarter ended June 30, 1996, Centex's Home Building subsidiary completed a business combination transaction and reorganization with Vista Properties, Inc. that increased Centex's ownership of Vista's common stock from approximately 53% to 99.975%. Under the terms of the combination transaction, Centex's Home Building assets and operations were contributed to Vista in exchange for 12.4 million shares of Vista's common stock. As a result of the combination, Centex's Investment Real Estate portfolio, valued in excess of $125 million, was reduced to a nominal "book basis" after recording certain Vista-related tax benefits. Accordingly, as these properties are developed or sold, the net sales proceeds will be reflected as operating margin. "Negative Goodwill" recorded as a result of the business combination is being amortized to earnings over approximately seven years. All investment property operations are being reported through Centex's "Investment Real Estate" business segment which operates under the Vista Properties Company name. (G) Certain prior year balances have been reclassified to be consistent with the fiscal 1997 presentation. -8- 12 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex's consolidated revenues for the quarter were $1 billion, a 27% increase over $786.8 million for the same quarter last year. Earnings before income taxes were $43.3 million, 80% higher than $24.0 million last year. Net earnings were $28.2 million and earnings per share were $.96 for this quarter compared to $14.6 million and $.50 for the same quarter last year. For the six months ended September 30, 1996, corporate revenues totaled $1.9 billion, 27% greater than $1.5 billion for the same period last year. Earnings before income taxes were $76.7 million, 107% higher than $37.1 million for the same period last year. Net earnings were $50.1 million and earnings per share were $1.71 for the current six months compared to $22.4 million and $.77 last year. HOME BUILDING The following summarizes Home Building results for the quarter and fiscal year-to-date ended September 30, 1996 compared to the quarter and fiscal year-to-date ended September 30, 1995 (dollars in millions, except per unit data):
Quarter Ended Quarter Ended 9/30/96 9/30/95 ------------------------------ ------------------------------- Home Building Revenues $ 607.7 100.0% $ 482.0 100.0% Cost of Sales (497.5) (81.9%) (397.1) (82.4%) Selling, General & Administrative (72.1) (11.8%) (60.4) (12.5%) ---------- ---- ----------- ----- Operating Earnings $ 38.1 6.3% $ 24.5 5.1% ---------- ---- ----------- ----- Units Closed 3,514 2,922 Unit Sales Price $ 169,552 $ 163,143 % Change 3.9% 2.9% Operating Earnings per Unit $ 10,836 $ 8,387 % Change 29.2% (9.2%)
Fiscal Fiscal Year-to-Date Year-to-Date 9/30/96 9/30/95 ----------------------------- ----------------------------- Home Building Revenues $ 1,137.5 100.0% $ 911.3 100.0% Cost of Sales (929.8) (81.7%) (750.0) (82.3%) Selling, General & Administrative (140.5) (12.4%) (118.3) (13.0%) --------- ----- ---------- ----- Operating Earnings $ 67.2 5.9% $ 43.0 4.7% --------- ----- ---------- ----- Units Closed 6,609 5,574 Unit Sales Price $ 168,532 $ 161,692 % Change 4.2% 3.2% Operating Earnings per Unit $ 10,162 $ 7,720 % Change 31.6% (14.1%)
-9- 13 The operating earnings for the quarter and fiscal year-to-date ended September 30, 1996 increased as a percentage of revenue and on a per unit basis compared to the same periods last year as a result of Home Building's management focus on operating efficiencies and margin improvement as well as the increase in closings. Home closings for the quarter rose in every region to total 3,514 units, a 20% increase over 2,922 units for the same quarter last year. Reflecting rising interest rates, home sales (orders) declined in every region to 2,599 for the quarter this year, 22% less than 3,348 units for the same quarter a year ago. Centex is currently operating fewer neighborhoods than it did a year ago and sales per neighborhood were down about 17%. Home closings for the six months this year totaled 6,609 units, a 19% increase over 5,574 units for the same period a year ago. Unit orders for the current six months were 5,752, 13% less than 6,630 units for the same period last year. The backlog of homes sold but not closed at September 30, 1996 was 4,676 units, 7% less than 5,043 units at September 30, 1995. INVESTMENT REAL ESTATE During the quarter ended June 30, 1996, Centex's Home Building subsidiary completed a business combination transaction and reorganization with Vista Properties, Inc. that increased Centex's ownership of Vista's common stock from approximately 53% to 99.975%. Under the terms of the combination transaction, Centex's Home Building assets and operations were contributed to Vista in exchange for 12.4 million shares of Vista's common stock. As a result of the combination, Centex's Investment Real Estate portfolio, valued in excess of $125 million, was reduced to a nominal "book basis" after recording certain Vista-related tax benefits. Accordingly, as these properties are developed or sold, the net sales proceeds will be reflected as operating margin. "Negative Goodwill" recorded as a result of the business combination is being amortized to earnings over approximately seven years. All investment property operations are being reported through Centex's "Investment Real Estate" business segment which operates under the Vista Properties Company name. For the quarter ended September 30, 1996, Investment Real Estate had operating earnings of $3.4 million. For the six month period, operating earnings totaled $7.2 million. -10- 14 FINANCIAL SERVICES The following summarizes Financial Services' results for the quarter and fiscal year-to-date ended September 30, 1996 compared to the quarter and fiscal year-to-date ended September 30, 1995 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 9/30/96 9/30/95 9/30/96 9/30/95 ------------- ------------- ------------ ------------ Revenues $ 41.0 $ 34.7 $ 78.9 $ 59.9 ---------- ---------- ---------- ---------- Operating Earnings $ 6.1 $ 5.0 $ 12.2 $ 7.0 ---------- ---------- ---------- ---------- Origination Volume $ 1,381 $ 1,249 $ 2,784 $ 2,308 ---------- ---------- ---------- ---------- Number of Loans Originated Centex-built Homes 2,601 2,015 4,946 3,751 Non-Centex-built Homes 9,427 8,644 19,150 16,084 ---------- ---------- ---------- ---------- 12,028 10,659 24,096 19,835 ========== ========== ========== ==========
Total mortgage loan applications for the quarter reached 14,083, 25% higher than 11,235 applications for the same quarter in the prior fiscal year. Applications for the six months were 27,479, up 21% from 22,672 for the same period in the prior fiscal year. The per loan margin for the quarter this year was $510, a 9% improvement over $466 for the same quarter last year. The increase reflects continuing efficiency gains as a result of increased originations and Centex's ongoing focus on the reduction of origination costs. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter and fiscal year-to-date ended September 30, 1996 compared to the quarter and fiscal year-to-date ended September 30, 1995 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 9/30/96 9/30/95 9/30/96 9/30/95 --------------- ---------------- --------------- --------------- Revenues $ 286.8 $ 270.2 $ 549.0 $ 516.5 -------- -------- -------- -------- Operating Earnings $ (.1) $ .1 $ .4 $ .2 -------- -------- -------- -------- New Contracts Received $ 220 $ 298 $ 497 $ 566 -------- -------- -------- -------- Backlog of Uncompleted Contracts $ 1,150 $ 1,373 $ 1,150 $ 1,373 -------- -------- -------- --------
Contracting and Construction Service's results continued to be impacted by an intensely competitive 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 quarter and for the same quarter last year. -11- 15 CONSTRUCTION PRODUCTS As a result of Centex Construction Products, Inc.'s (CXP) repurchases of its own stock during the quarter ended June 30, 1996, Centex's ownership interest in CXP has increased to more than 50%, (51.1% as of September 30, 1996). Accordingly, beginning with the June 30, 1996 quarter, CXP's financial results have been consolidated with those of Centex and are reflected in Centex's financial statements. Revenues from Construction Products were $65.5 million for the current quarter. CXP's revenues for the same quarter last year, which were not consolidated with Centex, were $66.5 million. For the quarter this year, CXP's total operating earnings minus minority interest resulted in pretax earnings of $10.2 million, net to Centex's ownership interest, a 29% improvement over $7.9 million last year for the same quarter. For the current six months, CXP's revenues totaled $126.6 million. CXP's revenues for the same period last year, which were not consolidated with Centex, were $121.6 million. For the current period, CXP's total operating earnings minus minority interest resulted in pretax earnings of $17.8 million, net to Centex's ownership interest, 29% higher than $13.8 million for the same period last year. CXP's record results for this year's quarter and fiscal year-to-date were due primarily to higher pricing in all of CXP's business segments and continuing strong demand for CXP's products. 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 $600 million of committed credit facilities and $485 million of uncommitted facilities to finance mortgages which are held during the period while they are being securitized and readied for delivery against forward sale commitments. CXP's cash balance represents $35.6 million of the $65.2 million of consolidated cash balances as of September 30, 1996. Record earnings combined with decreases in both residential mortgage loans and inventories offset by a reduction in debt and an increase in other assets results in the remaining increase in cash for the six months. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. MEXICAN JOINT VENTURE In October, a subsidiary of Centex Corporation completed the Company's first Mexican investment through its acquisition of a minority interest in a Mexican corporation - Inverloma - which was recently organized to acquire and develop approximately 70 acres of real estate in Mexico City. This property is the last large undeveloped tract available for residential development in Mexico City which is both close to downtown and located in an affluent area. The current development plan includes up to 750 residential lots and homes, ranging in price from $230,000 to $450,000. The project should be completed in approximately 5 to 7 years. Grupo Loma, a large and experienced upper end real estate developer in Mexico City, owns a 50% interest in Inverloma. OUTLOOK Even though slower home orders continued throughout the second quarter and into the third quarter, the rate of decline has lessened recently and margins continue to improve. If interest rates remain at or near current levels, the Company should report record earnings for fiscal 1997. ---------------------------------------- -12- 16 The information contained in this report includes forward looking statements involving a number of risks and uncertainties. In addition to the factors discussed, other determinants that could cause actual results to differ include: increases in interest rates; business conditions; growth in the home building, financial services, contracting and construction services, and construction products industries and the economy in general; competitive factors; and the cost of building materials. These and other factors are described in the Joint Annual Report on Form 10-K of Centex Corporation and 3333 Holding Corporation and Centex Development Company, L.P., and in the Annual Report on Form 10-K for Centex Construction Products, Inc., for the fiscal year ended March 31, 1996. Both reports are filed with the Securities and Exchange Commission. -13- 17 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 25, 1996, Centex held its Annual Meeting of Stockholders. At the Annual Meeting, Dr. Alan B. Coleman, Juan L. Elek, Clint W. Murchison, III and Paul R. Seegers were elected as directors to serve for a three-year term until the 1999 Annual Meeting. Voting results for these nominees are summarized as follows:
Number of Shares ----------------------------------------- For Against ------------------ ----------------- Dr. Alan B. Coleman 22,564,229 927,345 ------------------ ----------------- Juan L. Elek 22,558,829 932,745 ------------------ ----------------- Clint W. Murchison, III 22,568,629 922,945 ------------------ ----------------- Paul R. Seegers 22,128,229 1,363,345 ------------------ -----------------
Additionally, the holders of the Common Stock approved the motion to increase by 1,500,000 the aggregate number of shares of Centex Common Stock that may be issued or transferred pursuant to awards under the Centex Corporation 1987 Stock Option Plan, as amended. Voting results are summarized as follows: 12,941,140 Shares FOR ------------ 8,680,074 Shares AGAINST ------------ 41,182 Shares ABSTAINED ------------ 1,892,178 Shares NOT VOTED BY BROKERS ------------ 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 on October 8, 1996 reporting the renewal of its stockholder rights plan. All other items required under Part II are omitted because they are not applicable. -14- 18 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 12, 1996 /s/ David W. Quinn ------------------------------------------- David W. Quinn Vice Chairman and Chief Financial Officer (principal financial officer) November 12, 1996 /s/ Michael S. Albright ------------------------------------------- Michael S. Albright Vice President - Finance and Administration (chief accounting officer) -15- 19 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. -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 Three Months Ended September 30, ---------------------------------------------------------------------------------------- 1996 1995 ------------------------------------------ ------------------------------------------ 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------------ ------------- ------------- ------------ ------------- ------------- Revenues $ 825 $ 691 $ 445 $8,099 $7,998 $ 470 Costs and Expenses 916 881 346 7,913 7,829 453 ------ ------ ------ ------ ------ ------ Earnings (Loss) Before Income Taxes (91) (190) 99 186 169 17 Income Taxes -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Net Earnings (Loss) $ (91) $ (190) $ 99 $ 186 $ 169 $ 17 ====== ====== ====== ====== ====== ====== Earnings (Loss) Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (190) $ 99 $ 169 $ 17 ====== ====== ====== ======
See notes to condensed combining financial statements. -17- 21 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, ---------------------------------------------------------------------------------------- 1996 1995 ------------------------------------------ ------------------------------------------ 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------------ ------------- ------------- ------------ ------------- ------------- Revenues $ 4,297 $ 4,013 $ 1,024 $ 10,481 $ 10,239 $ 1,081 Costs and Expenses 4,032 4,027 745 10,285 10,258 866 -------- -------- -------- -------- -------- -------- Earnings (Loss) Before Income Taxes 265 (14) 279 196 (19) 215 Income Taxes -- -- -- -- -- -- -------- -------- -------- -------- -------- -------- Net Earnings (Loss) $ 265 $ (14) $ 279 $ 196 $ (19) $ 215 ======== ======== ======== ======== ======== ======== Earnings (Loss) Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (14) $ 279 $ (19) $ 215 ======== ======== ======== ========
See notes to condensed combining financial statements. -18- 22 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
September 30, 1996* March 31, 1996** ------------------------------------------- ---------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY --------- --------------- --------------- ----------- -------------- ------------ ASSETS Cash $ 358 $ 352 $ 6 $ 231 $ 225 $ 6 Accounts Receivable 364 1,418 179 360 448 179 Notes Receivable - Centex Corporation and Subsidiaries 7,700 -- 7,700 7,700 -- 7,700 Other 2,564 2,564 -- 3,809 3,809 -- Investment in Affiliate -- -- 767 -- -- 767 Investment in Real Estate Joint Venture 242 242 -- 180 180 -- Projects Held for Development & Sale 34,838 34,838 -- 38,506 38,506 -- ------- ------- ------- ------- ------- ------- $46,066 $39,414 $ 8,652 $50,786 $43,168 $ 8,652 ======= ======= ======= ======= ======= ======= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,787 $ 2,619 $ 1,401 $ 2,871 $ 2,558 $ 580 Notes Payable - Centex Corporation and Subsidiaries 6,500 -- 6,500 7,600 -- 7,600 Other 1,168 1,168 -- 3,326 3,326 -- Land Sale Deposits 357 357 -- -- -- -- ------- ------- ------- ------- ------- ------- Total Liabilities 10,812 4,144 7,901 13,797 5,884 8,180 Stockholders' Equity and Partners' Capital 35,254 35,270 751 36,989 37,284 472 ------- ------- ------- ------- ------- ------- $46,066 $39,414 $ 8,652 $50,786 $43,168 $ 8,652 ======= ======= ======= ======= ======= =======
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -19- 23 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, ---------------------------------------------------------------------------------------- 1996 1995 -------------------------------------------- ------------------------------------------ 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) $ 265 $ (14) $ 279 $ 196 $ (19) $ 215 Net Change in Payables, Accruals, Deposits and Receivables (831) (552) (279) (166) 67 (233) Decrease (Increase) in Notes Receivable 1,245 1,245 -- (3,237) (3,237) -- Increase in Advances to Joint Venture (62) (62) -- -- -- -- Decrease in Projects Held for Development and Sale 2,883 2,883 -- 4,661 4,661 -- ------- ------- ------- ------- ------- ------- 3,500 3,500 -- 1,454 1,472 (18) ------- ------- ------- ------- ------- ------- Cash Flows - Financing Activities (Decrease) Increase in Notes Payable (1,373) (1,373) -- 2,286 2,286 -- Capital Distributions (2,000) (2,000) -- (3,800) (3,800) -- ------- ------- ------- ------- ------- ------- (3,373) (3,373) -- (1,514) (1,514) -- ------- ------- ------- ------- ------- ------- Net Increase (Decrease) In Cash 127 127 -- (60) (42) (18) Cash At Beginning Of Period 231 225 6 1,422 1,403 19 ------- ------- ------- ------- ------- ------- Cash At End Of Period $ 358 $ 352 $ 6 $ 1,362 $ 1,361 $ 1 ======= ======= ======= ======= ======= =======
See notes to condensed combining financial statements. -20- 24 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (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 $2,977,000 and $2,990,000 for the six months ended September 30, 1996 and 1995, respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Six Months Ended September 30, 1996 ------------------------------------------------------------------------------ 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, 1996 $ 36,989 $ 500 $ 767 $ 36,017 $ 1 $ 800 $ (329) Capital Distributions (2,000) -- -- (2,000) -- -- -- Net Earnings 265 -- -- (14) -- -- 279 -------- ------ ------ --------- ----- ------ ------- BALANCE AT SEPTEMBER 30, $ 35,254 $ 500 $ 767 $ 34,003 $ 1 $ 800 $ (50) 1996 ======== ====== ====== ========= ===== ====== =======
During the six months ended September 30, 1996, the Partnership made capital distributions of $2 million to its Limited Partners which are Centex affiliates. -21- 25 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, 1996 of $4.3 million included results from the sale of commercial property in Texas, and residential property in Illinois and New Jersey. Revenues of $10.5 million for the six months ended September 30, 1995 included the sale of commercial property in Texas and residential property in Florida and New Jersey. The quarter ended September 30, 1996 reflected a combined net loss of $91,000 compared to combined net earnings of $186,000 for the same quarter last year. The decreased earnings relate to the reduction in sales volume in the quarter ended September 30, 1996 compared to the same period last year. LIQUIDITY AND CAPITAL RESOURCES During the six months ended September 30, 1996, the Partnership made capital distributions of $2 million to its Limited Partners which are Centex affiliates. 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. Accordingly, the Companies' results of operations will vary significantly from period to period. 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. -22- 26 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 25, 1996, 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 792 32 ------------ ------------- Josiah O. Low, III 792 32 ------------ ------------- David M. Sherer 792 32 ------------ -------------
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, 1996 All other items required under Part II are omitted because they are not applicable. -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. 3333 HOLDING CORPORATION ----------------------------------- Registrant November 12, 1996 /s/ J. Stephen Bilheimer ----------------------------------- J. Stephen Bilheimer President November 12, 1996 /s/ Kimberly Pinson ----------------------------------- Kimberly Pinson Vice President (chief accounting officer) -24- 28 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 12, 1996 /s/ J. Stephen Bilheimer ----------------------------------- J. Stephen Bilheimer President November 12, 1996 /s/ Kimberly Pinson ----------------------------------- Kimberly Pinson Vice President (chief accounting officer) -25- 29 EXHIBIT INDEX 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, 1996, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000018532 CENTEX CORPORATION 1,000 6-MOS MAR-31-1997 APR-01-1996 SEP-30-1996 65,229 0 856,661 0 1,065,450 0 390,760 185,815 2,498,420 0 223,813 0 0 7,148 766,093 2,498,420 1,894,014 1,894,014 1,772,633 1,722,633 25,920 0 18,791 76,670 26,611 50,059 0 0 0 50,059 1.71 0.0
EX-27.1 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING CORPORATION'S SEPTEMBER 30, 1996, FROM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818762 3333 HOLDING CORPORATION 1,000 6-MOS MAR-31-1997 APR-01-1996 SEP-30-1996 6 0 7,879 0 0 0 0 0 8,652 0 0 0 0 1 750 8,652 1,024 1,024 745 745 0 0 0 279 0 279 0 0 0 279 0.0 0.0
EX-27.2 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX DEVELOPMENT COMPANY L.P.'S SEPTEMBER 30, 1996, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818764 CENTEX DEVELOPMENT COMPANY, L. P. 1,000 6-MOS MAR-31-1997 APR-01-1996 SEP-30-1996 352 0 3,982 0 34,838 0 0 0 39,414 0 0 0 0 500 34,770 39,414 4,013 4,013 4,027 4,027 0 0 0 (14) 0 (14) 0 0 0 (14) 0.0 0.0
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