-----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, NcEv7yHZOcIQm/JjDEZkIKqIzOLfD6dfkTtv7/rrKr1kJgIrkpHdx1Lq7ELOuwf6 SAQddhErSZS69iUqzt7BBg== 0000950134-97-000980.txt : 19970222 0000950134-97-000980.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950134-97-000980 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970213 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: 97530780 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: 97530781 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: 97530782 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 12/31/96 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 DECEMBER 31, 1996 Commission File No. 1-6776 CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 2728 N. Harwood Dallas, Texas 75201 (214) 981-5000 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 2728 N. Harwood Dallas, Texas 75201 (214) 981-6700 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 February 7, 1997, 28,887,672 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 DECEMBER 31, 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 December 31, 1996 2 Condensed Consolidated Statement of Earnings for the Nine Months Ended December 31, 1996 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended December 31, 1996 5 Notes to Condensed Consolidated Financial Statements 6-9 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-14 PART II. OTHER INFORMATION ITEM 2. Changes in Securities 15 ITEM 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17
-i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 18 Condensed Combining Statement of Operations for the Three Months Ended December 31, 1996 19 Condensed Consolidated Statement of Operations for the Nine Months Ended December 31, 1996 20 Condensed Combining Balance Sheets 21 Condensed Combining Statement of Cash Flows for the Nine Months Ended December 31, 1996 22 Notes to Condensed Combining Financial Statements 23 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 24 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 25 SIGNATURES 26-27
-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 December 31, ------------------------------------- 1996 1995 --------------- --------------- REVENUES Home Building $ 566,691 $ 499,199 Investment Real Estate 4,771 - Financial Services 38,190 33,307 Contracting and Construction Services 270,338 257,643 Construction Products (A) 59,117 - --------------- --------------- 939,107 790,149 --------------- --------------- COSTS AND EXPENSES Home Building 529,834 470,612 Investment Real Estate (787) - Financial Services 30,990 28,080 Contracting and Construction Services 273,387 259,593 Construction Products (A) 41,826 (15,344) Other, net 654 29 Corporate General and Administrative 4,285 3,540 Interest Expense 7,969 10,908 Minority Interest in Construction Products (A) 8,455 7,825 --------------- --------------- 896,613 765,243 --------------- --------------- EARNINGS BEFORE INCOME TAXES 42,494 24,906 Income Taxes 15,031 9,750 --------------- --------------- NET EARNINGS $ 27,463 $ 15,156 =============== =============== EARNINGS PER SHARE $ 0.93 $ 0.52 =============== =============== AVERAGE SHARES OUTSTANDING 29,470,683 29,229,616 =============== =============== 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%, (51.2% as of December 31, 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 December 31, 1995. Had CXP's revenues been consolidated for the quarter ended December 31, 1995, Centex's consolidated revenues for that quarter would have increased by $55,429 to $845,578. 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 Nine Months Ended December 31, ------------------------------------------- 1996 1995 ------------------- ------------------ REVENUES Home Building $ 1,704,181 $ 1,410,522 Investment Real Estate 6,781 - Financial Services 117,113 93,243 Contracting and Construction Services 819,333 774,180 Construction Products (A) 185,713 - ------------------- ------------------ 2,833,121 2,277,945 ------------------- ------------------ COSTS AND EXPENSES Home Building 1,600,161 1,338,903 Investment Real Estate (6,007) - Financial Services 97,676 81,044 Contracting and Construction Services 822,019 775,975 Construction Products (A) 133,172 (43,587) Other, net 1,516 275 Corporate General and Administrative 12,760 10,910 Interest Expense 26,760 30,202 Minority Interest in Construction Products (A) 25,900 22,229 ------------------- ------------------ 2,713,957 2,215,951 ------------------- ------------------ EARNINGS BEFORE INCOME TAXES 119,164 61,994 Income Taxes 41,642 24,414 ------------------- ------------------ NET EARNINGS $ 77,522 $ 37,580 =================== ================== EARNINGS PER SHARE $ 2.64 $ 1.29 =================== ================== AVERAGE SHARES OUTSTANDING 29,318,786 29,050,846 =================== ================== CASH DIVIDENDS PER SHARE $ 0.15 $ 0.15 =================== ==================
(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%, (51.2% as of December 31, 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 nine months ended December 31, 1995. Had CXP's revenues been consolidated for the nine months ended December 31, 1995, Centex's consolidated revenues for that period would have increased by $177,016 to $2,454,961. 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 ----------------------------- ------------------------------- December 31, March 31, December 31, March 31, 1996* 1996** 1996* 1996** ------------- ------------- -------------- -------------- ASSETS Cash and Cash Equivalents $ 73,981 $ 14,042 $ 67,875 $ 11,897 Receivables - Residential Mortgage Loans 626,089 629,756 - - Other 331,508 280,803 310,006 258,661 Affiliates - - - - Inventories 1,063,126 1,205,450 1,063,126 1,205,450 Investments - Centex Construction Products, Inc. - 106,504 - 106,504 Centex Development Company, L. P. 35,413 36,866 35,413 36,866 Joint Ventures and Other 4,637 3,804 4,125 3,804 Unconsolidated Subsidiaries - - 46,004 38,366 Property and Equipment, net 203,531 37,139 191,064 25,413 Other Assets - Deferred Taxes, net 207,199 (16,620) 205,627 (16,085) Deferred Charges and Other 55,037 22,602 37,632 14,767 ------------- ------------- -------------- -------------- $ 2,600,521 $ 2,320,346 $ 1,960,872 $ 1,685,643 ============= ============= ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 682,622 $ 610,671 $ 633,676 $ 550,984 Short-term Debt 668,963 662,267 80,242 87,251 Long-term Debt 224,504 321,002 224,504 321,002 Minority Stockholders' Interest 118,431 3,570 116,449 3,570 Negative Goodwill 102,837 - 102,837 - Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - - - Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,785,671 and 28,425,851 respectively 7,196 7,107 7,196 7,107 Capital in Excess of Par Value 13,824 6,814 13,824 6,814 Retained Earnings 782,144 708,915 782,144 708,915 ------------- ------------- -------------- -------------- Total Stockholders' Equity 803,164 722,836 803,164 722,836 ------------- ------------- -------------- -------------- $ 2,600,521 $ 2,320,346 $ 1,960,872 $ 1,685,643 ============= ============= ============== ============== Financial Services ------------------------------- December 31, March 31, 1996* 1996** ------------- ------------- ASSETS Cash and Cash Equivalents $ 6,106 $ 2,145 Receivables - Residential Mortgage Loans 626,089 629,756 Other 21,502 22,142 Affiliates 36 (1,267) Inventories - - Investments - Centex Construction Products, Inc. - - Centex Development Company, L. P. - - Joint Ventures and Other 512 - Unconsolidated Subsidiaries - - Property and Equipment, net 12,467 11,726 Other Assets - Deferred Taxes, net 1,572 (535) Deferred Charges and Other 17,405 7,835 ------------- ------------- $ 685,689 $ 671,802 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 48,946 $ 59,687 Short-term Debt 588,721 575,016 Long-term Debt - - Minority Stockholders' Interest 1,982 - 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 28,785,671 and 28,425,851 respectively 1 2 Capital in Excess of Par Value 44,075 37,917 Retained Earnings 1,964 (820) ------------- ------------- Total Stockholders' Equity 46,040 37,099 ------------- ------------- $ 685,689 $ 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 Nine Months Ended December 31, ------------------------------------ 1996 1995 ---------------- ---------------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 77,522 $ 37,580 Adjustments - Depreciation and Amortization 9,851 9,396 Deferred Income Taxes 27,807 (8,425) Equity in Earnings of CXP, CDC and Joint Ventures (1,671) (14,192) Minority Interest in CXP 25,900 - Increase in Receivables (9,458) (8,934) Decrease (Increase) in Residential Mortgage Loans 3,667 (178,554) Decrease in Inventories 29,024 3,007 Increase in Payables and Accruals 16,924 17,558 (Increase) Decrease in Other Assets (31,328) 2,597 Other, net 1,225 (3,518) ---------------- ---------------- 149,463 (143,485) ---------------- ---------------- CASH FLOWS - INVESTING ACTIVITIES Decrease in Advances to Joint Ventures, Unconsolidated Subsidiaries, and CDC 2,291 6,429 Increase in Property and Equipment, net (4,099) (4,923) 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 - - ---------------- ---------------- (1,808) (83,916) ---------------- ---------------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Debt (90,522) 224,737 Proceeds from Stock Option Exercises 7,099 6,373 Dividends Paid (4,293) (4,238) ---------------- ---------------- (87,716) 226,872 ---------------- ---------------- NET INCREASE IN CASH 59,939 (529) CASH AT BEGINNING OF PERIOD 14,042 23,785 ---------------- ---------------- CASH AT END OF PERIOD $ 73,981 $ 23,256 ================ ================
See notes to condensed consolidated financial statements. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 - - - 77,522 77,522 Exercise of Stock Options - 89 7,010 - 7,099 Cash Dividends - - - (4,293) (4,293) --------- ----------- ----------- ------------ ------------ BALANCE, DECEMBER 31, 1996 $ - $ 7,196 $ 13,824 $ 782,144 $ 803,164 ========= =========== =========== ============ ============
(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)
December 31, March 31, 1996 1996 * --------------- -------------- ASSETS Cash and Cash Equivalents $ 74,668 $ 14,273 Receivables 960,190 914,549 Inventories 1,103,643 1,244,931 Investments - Centex Construction Products, Inc. - 106,504 Joint Ventures and Unconsolidated Subsidiaries 4,918 3,984 Property and Equipment, net 203,531 37,139 Other Assets - Deferred Taxes, net 207,199 (16,620) Deferred Charges and Other 58,037 22,602 --------------- -------------- $ 2,612,186 $ 2,327,362 =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 685,432 $ 616,959 Short-term Debt 676,631 665,593 Long-term Debt 224,504 321,002 Minority Stockholders' Interest 118,431 - Negative Goodwill 102,837 - Stockholders' Equity 804,351 723,808 --------------- -------------- $ 2,612,186 $ 2,327,362 =============== ============== *Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands) FOR THE NINE MONTHS ENDED DECEMBER 31, ----------------------------------- 1996 1995 --------------- -------------- Revenues $ 2,840,658 $ 2,289,790 Costs and Expenses 2,721,279 2,227,572 --------------- -------------- Earnings Before Income Taxes 119,379 62,218 Income Taxes 41,642 24,414 --------------- -------------- NET EARNINGS $ 77,737 $ 37,804 =============== ==============
-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 $15 million as of December 31, 1996 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $368 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 $30 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $2 million. (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.
Nine Months Ended ---------------------------- 12/31/96 12/31/95 -------- -------- Total Interest Incurred $50,946 $51,681 Less Financial Services (24,186) (21,479) ------- ------- Interest Expense $26,760 $30,202 ======= =======
(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% (51.2% as of December 31, 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 as of June 30, 1996 and was included in Other, net. The major items making up the net effect were (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. -8- 12 Notes - continued (G) During the quarter, a subsidiary of Centex Corporation completed the Company's first Mexican investment (capital commitment of approximately $10 million) through its acquisition of a 30% 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. (H) During the quarter, Centex Real Estate Corporation, a subsidiary of Centex, ("CREC") and Cavco Industries, Inc. ("Cavco"), the largest manufactured housing company in Arizona, entered into a definitive merger agreement providing for CREC's acquisition of approximately 80% of Cavco's outstanding common stock at a price of $26.75 per share. The estimated transaction value is approximately $75 million, all cash, based on the acquisition of about 80% of the anticipated 3.56 million Cavco shares outstanding as of the merger's effective date. Following the merger, the remaining Cavco shares will be owned by Cavco founder Al Ghelfi and his affiliates. The acquisition of Cavco will expand the Company's capacity to serve the growing affordable housing market by creating a strategic base for its entry into the manufactured housing industry. The contemplated merger, the first combination in recent years of a manufactured housing company with a builder of conventional housing, is expected to be completed by the end of March 1997, subject to the approval of Cavco stockholders. (I) Certain prior year balances have been reclassified to be consistent with the fiscal 1997 presentation. -9- 13 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex's consolidated revenues for the quarter were $939.1 million, a 19% increase over $790.1 million for the same quarter last year. Earnings before income taxes were $42.5 million, 71% higher than $24.9 million last year. Net earnings were $27.5 million and earnings per share were $.93 for this quarter compared to $15.2 million and $.52, respectively, for the same quarter last year. For the nine months ended December 31, 1996, corporate revenues totaled $2.8 billion, 24% greater than $2.3 billion for the same period last year. Earnings before income taxes were $119.2 million, 92% higher than $62.0 million for the same period last year. Net earnings were $77.5 million and earnings per share were $2.64 for the current nine months compared to $37.6 million and $1.29 last year. HOME BUILDING The following summarizes Home Building results for the quarter and nine months ended December 31, 1996 compared to the quarter and nine months ended December 31, 1995 (dollars in millions, except per unit data):
Quarter Ended Quarter Ended 12/31/96 12/31/95 -------------------------------- ---------------------------- Home Building Revenues $ 566.7 100.0% $ 499.2 100.0% Cost of Sales (464.2) (81.9%) (410.9) (82.3%) Selling, General & Administrative (65.6) (11.6%) (59.7) (12.0%) ------------ ------ ----------- ------ Operating Earnings $ 36.9 6.5% $ 28.6 5.7% ------------ ------ ----------- ------ Units Closed 3,226 2,948 Unit Sales Price $ 172,536 $ 165,262 % Change 4.4% 3.1% Operating Earnings per Unit $ 11,425 $ 9,697 % Change 17.8% 19.2%
Nine Nine Months Ended Months Ended 12/31/96 12/31/95 ------------------------------ ------------------------------ Home Building Revenues $ 1,704.2 100.0% $ 1,410.5 100.0% Cost of Sales (1,394.1) (81.8%) (1,160.9) (82.3%) Selling, General & Administrative (206.1) (12.1%) (178.0) (12.6%) ----------- ------ ------------ ------ Operating Earnings $ 104.0 6.1% $ 71.6 5.1% ----------- ------ ------------ ------ Units Closed 9,835 8,522 Unit Sales Price $ 169,845 $ 162,927 % Change 4.2% 3.2% Operating Earnings per Unit $ 10,577 $ 8,404 % Change 25.9% (3.7%)
-10- 14 The operating earnings for the quarter and nine months ended December 31, 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 increased closings. Home closings for the quarter rose in every region to total 3,226 units, a 9% increase over 2,948 units for the same quarter last year. Home sales (orders) declined to 2,567 for the quarter this year, 4% less than 2,678 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 slightly higher than last year. Home closings for the nine months this year totaled 9,835 units, a 15% increase over 8,522 units for the same period a year ago. Unit orders for the current nine months were 8,319, 11% less than 9,308 units for the same period last year. The backlog of homes sold but not closed at December 31, 1996 was 4,017 units, 16% less than 4,773 units at December 31, 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 December 31, 1996, Investment Real Estate had operating earnings of $5.6 million. For the nine month period, operating earnings totaled $12.8 million. -11- 15 FINANCIAL SERVICES The following summarizes Financial Services' results for the quarter and nine months ended December 31, 1996 compared to the quarter and nine months ended December 31, 1995 (dollars in millions):
Nine Nine Quarter Ended Quarter Ended Months Ended Months Ended 12/31/96 12/31/95 12/31/96 12/31/95 ------------ -------------- --------------- -------------- Revenues $ 38.2 $ 33.3 $ 117.1 $ 93.2 --------- ---------- --------- ---------- Operating Earnings $ 7.2 $ 5.2 $ 19.4 $ 12.2 --------- ---------- --------- ---------- Origination Volume $ 1,316 $ 1,207 $ 4,100 $ 3,515 --------- ---------- --------- ---------- Number of Loans Originated Centex-built Homes 2,275 2,108 7,221 5,859 Non-Centex-built Homes 9,438 8,096 28,588 24,180 --------- ---------- --------- ---------- 11,713 10,204 35,809 30,039 ========= ========== ========= ==========
Total mortgage loan applications for the quarter reached 14,297, 47% higher than 9,754 applications for the same quarter in the prior fiscal year. Applications for the nine months were 41,776, up 29% from 32,426 for the same period in the prior fiscal year. This increase is primarily due to Centex's recent expansion of its "B & C" (sub-prime) mortgage operation, Nova Credit Corporation, which generally closes fewer of its applications compared to CTX Mortgage's "A" applications. The per loan margin for the quarter this year was $615, a 20% improvement over $512 for the same quarter last year. Although improved, the per loan margins were impacted by start-up costs associated with the rapid expansion of the B & C loan operation, which has opened approximately 30 offices since January 1996. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter and nine months ended December 31, 1996 compared to the quarter and nine months ended December 31, 1995 (dollars in millions):
Nine Nine Quarter Ended Quarter Ended Months Ended Months Ended 12/31/96 12/31/95 12/31/96 12/31/95 ------------- -------------- ------------ ------------- Revenues $ 270.3 $ 257.6 $ 819.3 $ 774.2 --------- ---------- --------- -------- Operating Loss $ (3.0) $ (2.0) $ (2.7) $ (1.8) --------- ---------- --------- -------- New Contracts Received $ 334 $ 116 $ 831 $ 682 --------- ---------- --------- -------- Backlog of Uncompleted Contracts $ 1,213 $ 1,236 $ 1,213 $ 1,236 --------- ---------- --------- --------
Although Contracting and Construction Services continues to operate in an intensely competitive environment, nonresidential construction is improving as the economy strengthens and profit margins on contracts recently acquired by the group continue to improve. However, reserve provisions relating to certain construction projects obtained in prior years resulted in the current quarter's loss. The Contracting and Construction Services operation provided a positive -12- 16 average net cash flow in excess of Centex's investment in the group of approximately $60 million during both the current quarter and the same quarter last year. 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%, (51.2% as of December 31, 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 $59.1 million for the current quarter. CXP's revenues for the same quarter last year, which were not consolidated with Centex, were $55.4 million. For the quarter this year, CXP's total operating earnings minus minority interest resulted in pretax earnings of $8.8 million, net to Centex's ownership interest, a 17% improvement over $7.5 million last year for the same quarter. For the current nine months, CXP's revenues totaled $185.7 million. CXP's revenues for the same period last year, which were not consolidated with Centex, were $177 million. For the current period, CXP's total operating earnings minus minority interest resulted in pretax earnings of $26.6 million, net to Centex's ownership interest, 25% higher than $21.4 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 continuing strong demand for CXP's products and higher pricing in all of its business segments. 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 they are being securitized and readied for delivery against forward sale commitments. CXP's cash balance represents $54.1 million of the $74 million of consolidated cash balances as of December 31, 1996. Improved earnings accounts for the majority of the remaining increase in cash for the nine months. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. CAVCO ACQUISITION During the quarter, Centex Real Estate Corporation, a subsidiary of Centex, ("CREC") and Cavco Industries, Inc. ("Cavco"), the largest manufactured housing company in Arizona, entered into a definitive merger agreement providing for CREC's acquisition of approximately 80% of Cavco's outstanding common stock at a price of $26.75 per share. The estimated transaction value is approximately $75 million, all cash, based on the acquisition of about 80% of the anticipated 3.56 million Cavco shares outstanding as of the merger's effective date. Following the merger, the remaining Cavco shares will be owned by Cavco founder Al Ghelfi and his affiliates. The acquisition of Cavco will expand the Company's capacity to serve the growing affordable housing market by creating a strategic base for its entry into the manufactured housing industry. The contemplated merger, the first combination in recent years of a manufactured housing company with a builder of conventional housing, is expected to be completed by the end of March 1997, subject to the approval of Cavco stockholders. -13- 17 OUTLOOK The Company expects its Home Building operation to report record earnings for fiscal 1997. Results from Financial Services should show substantial improvement over fiscal 1996 results. CXP is also expected to have a record year. The results from the new Investment Real Estate division should add significantly to earnings. As a result, the Company expects its fiscal 1997 financial results to be the highest in its history. ------------------------------ 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. -14- 18 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On October 2, 1996, the Board of Directors of Centex adopted a new stockholder rights plan ("Plan") to replace the original rights plan which expired on October 1, 1996. In connection with the Plan, the Board authorized and declared a dividend of one right ("Right") for each share of Common Stock, par value $.25 per share, of Centex ("Common Stock") to all stockholders of record at the close of business on October 15, 1996, as previously reported at Item 5 of Centex's Current Report on Form 8-K dated October 3, 1996 (the "Current Report"). The terms of the Rights are set forth in a Rights Agreement, dated as of October 2, 1996, between Centex and ChaseMellon Shareholder Services, L.L.C., as rights agent (the "Rights Agreement"). Each Right entitles its holder to purchase one one-hundredth of a share of a new series of preferred stock designated "Junior Participating Preferred Stock, Series D" at an exercise price of $135. The Rights will become exercisable upon the earlier of 10 days after the first public announcement that a person or group has acquired beneficial ownership of 15 percent or more of the then outstanding Common Stock, or 10 business days after a person or group announces an offer the consummation of which would result in such person or group beneficially owning 15 percent or more of the then outstanding Common Stock (even if no purchases actually occur), unless such time periods are deferred by appropriate Board action. Although FMR Corp. currently owns over 15 percent of the outstanding Common Stock, the Plan excludes FMR Corp. from causing the rights to become exercisable until such time as FMR Corp., together with certain affiliated and associated persons, collectively own 20 percent or more of the then outstanding Common Stock. If Centex is involved in a merger or other business combination at any time after a person or group has acquired beneficial ownership of 15 percent or more (or, in the case of FMR Corp., 20 percent or more) of the then outstanding Common Stock, the Rights will entitle a holder to buy a number of shares of common stock of the acquiring company having a market value of twice the exercise price of each Right. If any person or group acquires beneficial ownership of 15 percent or more (or, in the case of FMR Corp., 20 percent or more) of the then outstanding Common Stock, the Rights will entitle a holder (other than such person or any member of such group) to buy a number of additional shares of Common Stock having a market value of twice the exercise price of each Right. Alternatively, if a person or group has acquired 15 percent or more (or, in the case of FMR Corp., 20 percent or more) of the then outstanding Common stock, but less than 50 percent of the then outstanding Common Stock, Centex may at its option exchange each Right of a holder (other than such person or any member of such group) for one share of Common Stock. In general, the rights are redeemable at $0.01 per right until 15 days after the Rights become exercisable as described above. Unless earlier redeemed, the Rights will expire on October 12, 2006. A copy of the Rights Agreement was filed as Exhibit 4 to the Current Report and to Centex's Registration Statement on Form 8-A dated October 3, 1996 (File No. 1-6776) in respect of the Rights, which was declared effective by the Securities and Exchange Commission. A summary of the Rights was mailed to each shareholder of record. In connection with the adoption of the Plan, on October 2, 1996, the Board of Directors of Centex established a series of 1,000,000 shares of preferred stock, designated as Junior Participating Preferred Stock, Series D. A copy of the Certificate of Designations of Junior Participating Preferred Stock, Series D is filed as Exhibit 3 to this Form 10-Q. -15- 19 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 3 - Certificate of Designations of Junior Participating Preferred Stock, Series D of Centex Corporation 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. -16- 20 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 February 12, 1997 /s/ David W. Quinn ------------------------------------------- David W. Quinn Vice Chairman and Chief Financial Officer (principal financial officer) February 12, 1997 /s/ Michael S. Albright ------------------------------------------- Michael S. Albright Vice President - Finance and Administration (chief accounting officer) -17- 21 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. -18- 22 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 DECEMBER 31, ---------------------------------------------------------------------------------------- 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 $ 4,026 $ 3,932 $ 307 $ 3,508 $ 3,371 $ 465 Costs and Expenses 3,382 3,224 371 3,315 3,187 456 ------- ------- ------- ------- ------- ------- Earnings (Loss) Before Income Taxes 644 708 (64) 193 184 9 Income Taxes - - - - - - ------- ------- ------- ------- ------- ------- NET EARNINGS (LOSS) $ 644 $ 708 $ (64) $ 193 $ 184 $ 9 ======= ======= ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ 708 $ (64) $ 184 $ 9 ======= ======= ======= =======
See notes to condensed combining financial statements. -19- 23 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 NINE MONTHS ENDED DECEMBER 31, -------------------------------------------------------------------------------------- 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 $ 8,323 $ 7,945 $ 1,331 $13,989 $13,610 $ 1,546 Costs and Expenses 7,414 7,251 1,116 13,600 13,445 1,322 ------- ------- ------- ------- ------- ------- Earnings Before Income Taxes 909 694 215 389 165 224 Income Taxes - - - - - - ------- ------- ------- ------- ------- ------- NET EARNINGS $ 909 $ 694 $ 215 $ 389 $ 165 $ 224 ======= ======= ======= ======= ======= ======= EARNINGS PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ 694 $ 215 $ 165 $ 224 ======= ======= ======= =======
See notes to condensed combining financial statements. -20- 24 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
DECEMBER 31, 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 $ 687 $ 680 $ 7 $ 231 $ 225 $ 6 Accounts Receivable 402 723 179 360 448 179 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 2,370 2,370 - 3,809 3,809 - Investment in Affiliate - - 767 - - 767 Investment in Real Estate Joint Venture 281 281 - 180 180 - Projects Held for Development & Sale 39,330 39,330 - 38,506 38,506 - Other Assets 3,000 3,000 - - - - ------- ------- ------- ------- ------- ------- $53,770 $46,384 $ 8,653 $50,786 $43,168 $ 8,652 ======= ======= ======= ======= ======= ======= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,894 $ 2,728 $ 666 $ 2,871 $ 2,558 $ 580 Notes Payable - Centex Corporation and Subsidiaries 7,300 - 7,300 7,600 - 7,600 Other 7,668 7,668 - 3,326 3,326 - Land Sale Deposits 10 10 - - - - ------- ------- ------- ------- ------- ------- Total Liabilities 17,872 10,406 7,966 13,797 5,884 8,180 Stockholders' Equity and Partners' Capital 35,898 35,978 687 36,989 37,284 472 ------- ------- ------- ------- ------- ------- $53,770 $46,384 $ 8,653 $50,786 $43,168 $ 8,652 ======= ======= ======= ======= ======= =======
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -21- 25 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Nine Months Ended December 31, ------------------------------------------------------------------------------------- 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 $ 909 $ 694 $ 215 $ 389 $ 165 $ 224 Net Change in Payables, Accruals, Deposits and Receivables (309) (95) (214) 296 536 (240) Decrease (Increase) in Notes Receivable 1,439 1,439 - (2,731) (2,731) - Increase in Advances to Joint Venture (101) (101) - (151) (151) - Decrease in Projects Held for Development and Sale 4,891 4,891 - 61,793 61,793 - Increase in Other Assets (3,000) (3,000) - - - - -------- -------- ------ -------- -------- -------- 3,829 3,828 1 59,596 59,612 (16) -------- -------- ------ -------- -------- -------- CASH FLOWS - FINANCING ACTIVITIES Decrease in Notes Payable (1,373) (1,373) - (53,509) (53,509) - Capital Distributions (2,000) (2,000) - (6,300) (6,300) - -------- -------- ------ -------- -------- -------- (3,373) (3,373) - (59,809) (59,809) - -------- -------- ------ -------- -------- --------- NET INCREASE (DECREASE) IN CASH 456 455 1 (213) (197) (16) CASH AT BEGINNING OF YEAR 231 225 6 1,422 1,403 19 -------- -------- ------ -------- -------- -------- CASH AT END OF PERIOD $ 687 $ 680 $ 7 $ 1,209 $ 1,206 $ 3 ======== ======== ====== ======== ======== ========
See notes to condensed combining financial statements. -22- 26 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS DECEMBER 31, 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 Corporation ("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 Homes pursuant to certain purchase and sale agreements. Revenues from these sales totaled $3,090,000 and $4,382,000 for the nine months ended December 31, 1996 and 1995, respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Nine Months Ended December 31, 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 909 - - 694 - - 215 ---------- --------- --------- --------- --------- ---------- --------- BALANCE AT DECEMBER 31, 1996 $ 35,898 $ 500 $ 767 $ 34,711 $ 1 $ 800 $ (114) ========== ========= ========= ========= ========= ========== =========
During the nine months ended December 31, 1996, the Partnership made capital distributions of $2 million to its Limited Partners, which are Centex affiliates. -23- 27 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 quarter ended December 31, 1996 of $4 million included results from the sale of commercial property in Texas and residential property in New Jersey. Revenues of $3.5 million for the quarter ended December 31, 1995 included the sale of commercial property in Texas and residential property in New Jersey. Combined net earnings for the current quarter were $644,000 compared to combined net earnings of $193,000 for the same quarter a year ago. Combined revenues for the nine months ended December 31, 1996 of $8.3 million included results from the sale of commercial property in Texas and residential property in Illinois and New Jersey. Revenues of $14 million for the nine months ended December 31, 1995 included the sale of commercial property in Texas and residential property in Florida and New Jersey. Combined net earnings for this period were $909,000 compared to combined net earnings of $389,000 for the same period last year. The improvement in earnings relates to the higher gross margin on real estate sales in the periods ended December 31, 1996 compared to the same periods last year. LIQUIDITY AND CAPITAL RESOURCES During the nine months ended December 31, 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. -24- 28 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION 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 December 31, 1996 All other items required under Part II are omitted because they are not applicable. -25- 29 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 February 12, 1997 /s/ J. Stephen Bilheimer --------------------------- J. Stephen Bilheimer President February 12, 1997 /s/ Kimberly Pinson --------------------------- Kimberly Pinson Vice President (chief accounting officer) -26- 30 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 February 12, 1997 /s/ J. Stephen Bilheimer ---------------------------------- J. Stephen Bilheimer President February 12, 1997 /s/ Kimberly Pinson ---------------------------------- Kimberly Pinson Vice President (chief accounting officer) -27- 31 EXHIBIT INDEX -------------
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3 - Certificate of Designations of Junior Participating Preferred Stock, Series D of Centex Corporation 27 - Financial Data Schedule 27.1 - Financial Data Schedule 27.2 - Financial Data Schedule
EX-3 2 CENTEX CORPORATIONS PREFERENCES 1 EXHIBIT 3 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES D of CENTEX CORPORATION Pursuant to Section 78.1955 of the General Corporation Law of the State of Nevada We, Laurence E. Hirsch, Chairman of the Board and Chief Executive Officer, and Raymond G. Smerge, Vice President, Chief Legal Officer and Secretary, of Centex Corporation, a corporation organized and existing under the General Corporation Law of the State of Nevada (the "Corporation"), in accordance with the provisions of Section 78.1955 thereof, DO HEREBY CERTIFY: That pursuant to the authority conferred upon the Board of Directors by the Restated Articles of Incorporation of the said Corporation, the said Board of Directors on October 2, 1996, adopted the following resolution creating a series of 1,000,000 shares of Preferred Stock designated as Junior Participating Preferred Stock, Series D: RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Restated Articles of Incorporation (as hereafter amended or supplemented, the "Articles of Incorporation"), a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Junior Participating Preferred Stock, Series D", par value $.25 per share (the "Series D Preferred Stock"), and the number of shares constituting such series shall be 1,000,000. Section 2. Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series D Preferred Stock with respect to dividends, the holders of shares of Series D Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, quarterly dividends payable in cash on the 1st day of January, April, July and September in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times 2 the aggregate per share amount (payable-in-kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $.25 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series D Preferred Stock. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Corporation shall declare a dividend or distribution on the Series D Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series D Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series D Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series D Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series D Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series D Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series D Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. -2- 3 Section 3. Voting Rights. The holders of shares of Series D Preferred Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of Series D Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series D Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) (i) If at any time dividends on any Series D Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series D Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series D Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors. (ii) During any default period, such voting right of the holders of Series D Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(c) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of -3- 4 such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series D Preferred Stock. (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this subparagraph (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this subparagraph (c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been -4- 5 elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in subparagraph (c)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this subparagraph (c) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Articles of Incorporation or bylaws irrespective of any increase made pursuant to the provisions of subparagraph (c)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Articles of Incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (d) Except as set forth herein, holders of Series D Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series D Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except dividends paid ratably on the Series D Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; -5- 6 (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series D Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series D Preferred Stock, or any shares of stock ranking on a parity with the Series D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series D Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D unless, prior thereto, the holders of shares of Series D Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared to the date of such payment, provided that the holders of shares of Series D Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except distributions made ratably on the Series D Preferred Stock and all such parity stock in proportion to the total amounts to -6- 7 which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the aggregate amount to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series D Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series D Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption; No Sinking Fund. (a) The shares of Series D Preferred Stock shall not be redeemable. (b) The shares of Series D Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund. Section 9. Ranking. The Series D Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Amendment. The Articles of Incorporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series D Preferred Stock so as to affect them adversely without the -7- 8 affirmative vote of the holders of two-thirds or more of the outstanding shares of Series D Preferred Stock, voting separately as a class. Section 11. Fractional Shares. Series D Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series D Preferred Stock. -8- 9 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name on this 4th day of October, 1996. CENTEX CORPORATION By: /s/ LAURENCE E. HIRSCH ---------------------------- Laurence E. Hirsch, Chairman of the Board and Chief Executive Officer Before me on this 4th day of October, 1996, personally appeared Laurence E. Hirsch, Chairman of the Board and Chief Executive Officer of Centex Corporation, and acknowledged to me that he executed the foregoing certificate for the purposes therein expressed. [Notarial Seal] /s/ WENDY N. MARTIN --------------------------------------- Notary Public, State of Texas Wendy N. Martin --------------------------------------- Typed or Printed Name of Notary Attest: /s/ RAYMOND G. SMERGE - -------------------------- Raymond G. Smerge, Vice President, Chief Legal Officer and Secretary Before me on this 4th day of October, 1996, personally appeared Raymond G. Smerge, Vice President, Chief Legal Officer and Secretary of Centex Corporation, and acknowledged to me that he executed the foregoing certificate for the purposes therein expressed. [Notarial Seal] /s/ WENDY N. MARTIN --------------------------------------- Notary Public, State of Texas Wendy N. Martin --------------------------------------- Typed or Printed Name of Notary -9- EX-27 3 FINANCIAL DATA FOR CENTEX CORP.
5 This schedule contains summary financial information extracted from Centex Corporation's December 31, 1996, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000018532 CENTEX CORPORATION 1,000 9-MOS MAR-31-1997 APR-01-1996 DEC-31-1996 73,981 0 957,597 0 1,063,126 0 391,888 188,357 2,600,521 0 224,504 0 0 7,196 795,968 2,600,521 2,833,121 2,833,121 2,648,537 2,648,537 38,660 0 26,760 119,164 41,642 77,522 0 0 0 77,522 2.64 0.00
EX-27.1 4 FINANCIAL DATA FOR 3333 HOLDING CORP.
5 This schedule contains summary financial information extracted from 3333 Holding Corporation's December 31, 1996, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000818762 3333 HOLDING CORPORATION 1,000 9-MOS MAR-31-1997 APR-01-1996 DEC-31-1996 7 0 7,879 0 0 0 0 0 8,653 0 0 0 0 1 686 8,653 1,331 1,331 1,116 1,116 0 0 0 215 0 215 0 0 0 215 0.00 0.00
EX-27.2 5 FINANCIAL DATA FOR CENTEX DEVELOPMENT CO.
5 This schedule contains summary financial information extracted from Centex Development Company L.P.'s December 31, 1996, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000818764 CENTEX DEVELOPMENT COMPANY, L.P. 1,000 9-MOS MAR-31-1997 APR-01-1996 DEC-31-1996 680 0 3,093 0 39,330 0 0 0 46,384 0 0 0 0 500 35,478 46,384 7,945 7,945 7,251 7,251 0 0 0 694 0 694 0 0 0 694 0.00 0.00
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