-----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, D6lURwD+gLsD63TxDmCItOepWq5qDaxS7BPXaq6ZX3lIi0DxXuybuGabaxzfPErT P7Pnmpj3OzMIhP0uE02wSg== /in/edgar/work/0000950134-00-009476/0000950134-00-009476.txt : 20001114 0000950134-00-009476.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950134-00-009476 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06776 FILM NUMBER: 759908 BUSINESS ADDRESS: STREET 1: P O BOX 199000 STREET 2: 2728 N HARWOOD CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149815000 MAIL ADDRESS: STREET 1: PO BOX 199000 STREET 2: 2728 N HARWOOD CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09624 FILM NUMBER: 759909 BUSINESS ADDRESS: STREET 1: PO BOX 199000 STREET 2: 3100 MCKINNON STE 370 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149816548 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09625 FILM NUMBER: 759910 BUSINESS ADDRESS: STREET 1: PO BOX 19000 STREET 2: 3100 MCKINNON STE 370 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149816548 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 d81268e10-q.txt FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2000 1 UNITED STATES 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, 2000 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) 981-6770 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. Indicate the number of shares of each of the registrants' classes of common stock (or other similar equity securities) outstanding as of the close of business on October 31, 2000: Centex Corporation Common Stock 59,049,283 shares 3333 Holding Corporation Common Stock 1,000 shares Centex Development Company, L.P. Class A Unit of Limited Partnership Interest 32,260 units Centex Development Company, L.P. Class C Unit of Limited Partnership Interest 38,409 units
2 CENTEX CORPORATION AND SUBSIDIARIES 3333 HOLDING CORPORATION AND SUBSIDIARY CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES Form 10-Q Table of Contents SEPTEMBER 30, 2000 CENTEX CORPORATION AND SUBSIDIARIES
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statements of Earnings for the Three Months Ended September 30, 2000 2 Condensed Consolidated Statements of Earnings for the Six Months Ended September 30, 2000 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2000 6 Notes to Condensed Consolidated Financial Statements 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 29 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 30 ITEM 6. Exhibits and Reports on Form 8-K 30 SIGNATURES 31
i 3 3333 HOLDING CORPORATION AND SUBSIDIARY CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 32 Condensed Combining Statements of Operations for the Three Months Ended September 30, 2000 33 Condensed Combining Statements of Operations for the Six Months Ended September 30, 2000 34 Condensed Combining Balance Sheets 35 Condensed Combining Statements of Cash Flows for the Six Months Ended September 30, 2000 36 Notes to Condensed Combining Financial Statements 37 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 44 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 49 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 50 ITEM 6. Exhibits and Reports on Form 8-K 50 SIGNATURES 51
ii 4 CENTEX CORPORATION AND SUBSIDIARIES 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. The Company suggests 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 STATEMENTS OF EARNINGS (Dollars in thousands, except per share data) (unaudited)
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ REVENUES Home Building Conventional Homes $ 1,027,003 $ 843,745 Manufactured Homes 33,797 50,987 Investment Real Estate 3,163 7,642 Financial Services 106,500 120,477 Construction Products 99,772 117,841 Contracting and Construction Services 330,445 288,751 ------------ ------------ 1,600,680 1,429,443 ------------ ------------ COSTS AND EXPENSES Home Building Conventional Homes 937,444 773,545 Manufactured Homes 34,890 47,033 Investment Real Estate (3,910) (1,369) Financial Services 104,295 108,027 Construction Products 67,294 65,931 Contracting and Construction Services 323,879 283,636 Other, net (1,597) 1,054 Corporate General and Administrative 8,774 8,130 Interest Expense 22,189 15,533 Minority Interest 11,497 20,592 ------------ ------------ 1,504,755 1,322,112 ------------ ------------ EARNINGS BEFORE INCOME TAXES 95,925 107,331 Income Taxes 36,831 41,836 ------------ ------------ NET EARNINGS $ 59,094 $ 65,495 ============ ============ EARNINGS PER SHARE Basic $ 1.00 $ 1.10 ============ ============ Diluted $ 0.98 $ 1.07 ============ ============ AVERAGE SHARES OUTSTANDING Basic 58,954,694 59,435,195 Common Share Equivalents Options 949,184 1,446,764 Convertible Debenture 400,000 400,000 ------------ ------------ Diluted 60,303,878 61,281,959 ============ ============ CASH DIVIDENDS PER SHARE $ 0.04 $ 0.04 ============ ============
See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share data) (unaudited)
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ REVENUES Home Building Conventional Homes $ 1,914,025 $ 1,598,356 Manufactured Homes 70,283 98,818 Investment Real Estate 6,644 11,449 Financial Services 202,409 237,364 Construction Products 200,097 215,021 Contracting and Construction Services 629,104 640,668 ------------ ------------ 3,022,562 2,801,676 ------------ ------------ COSTS AND EXPENSES Home Building Conventional Homes 1,751,916 1,469,008 Manufactured Homes 71,473 93,669 Investment Real Estate (6,531) (3,721) Financial Services 200,136 204,191 Construction Products 131,464 127,784 Contracting and Construction Services 616,034 629,998 Other, net (1,917) 2,901 Corporate General and Administrative 17,505 15,338 Interest Expense 43,955 27,361 Minority Interest 24,533 34,706 ------------ ------------ 2,848,568 2,601,235 ------------ ------------ EARNINGS BEFORE INCOME TAXES 173,994 200,441 Income Taxes 66,695 76,510 ------------ ------------ NET EARNINGS $ 107,299 $ 123,931 ============ ============ EARNINGS PER SHARE Basic $ 1.82 $ 2.08 ============ ============ Diluted $ 1.79 $ 2.02 ============ ============ AVERAGE SHARES OUTSTANDING Basic 58,879,433 59,440,650 Common Share Equivalents Options 800,202 1,604,945 Convertible Debenture 400,000 400,000 ------------ ------------ Diluted 60,079,635 61,445,595 ============ ============ CASH DIVIDENDS PER SHARE $ 0.08 $ 0.08 ============ ============
See notes to condensed consolidated financial statements. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
------------------------------- Centex Corporation and Subsidiaries ------------------------------- September 30, March 31, 2000* 2000** ------------ ------------ ASSETS Cash and Cash Equivalents $ 202,280 $ 139,563 Receivables - Residential Mortgage Loans 1,203,515 409,697 Other 539,672 483,381 Inventories 2,141,687 1,954,037 Investments - Centex Development Company, L.P. 89,231 65,550 Joint Ventures and Other 72,606 65,944 Unconsolidated Subsidiaries -- -- Property and Equipment, net 368,421 360,604 Other Assets - Deferred Income Taxes 48,840 49,907 Goodwill, net 256,340 251,780 Mortgage Securitization Residual Interest 159,592 160,999 Deferred Charges and Other 146,396 97,278 ------------ ------------ $ 5,228,580 $ 4,038,740 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 1,117,378 $ 1,125,807 Short-term Debt 750,185 562,235 Long-term Debt 1,650,307 751,160 Payables to Affiliates -- -- Minority Stockholders' Interest 140,189 129,352 Negative Goodwill 42,837 50,837 Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued -- -- Common Stock $.25 Par Value; Authorized 100,000,000 Shares; Issued and Outstanding 59,045,083 and 58,806,217 respectively 14,761 14,702 Capital in Excess of Par Value 4,420 -- Retained Earnings 1,508,480 1,405,895 Accumulated Other Comprehensive Income (Loss) 23 (1,248) ------------ ------------ Total Stockholders' Equity 1,527,684 1,419,349 ------------ ------------ $ 5,228,580 $ 4,038,740 ============ ============
See notes to condensed consolidated financial statements. * Unaudited ** Condensed from audited financial statements. -4- 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
- -------------------------------------------------------------------- Centex Corporation Financial Services - ------------------------------ ------------------------------ September 30, March 31, September 30, March 31, 2000* 2000** 2000* 2000** - ------------ ------------ ------------ ------------ $ 172,685 $ 123,411 $ 29,595 $ 16,152 -- -- 1,203,515 409,697 449,141 418,810 90,531 64,571 2,128,207 1,945,899 13,480 8,138 89,231 65,550 -- -- 72,606 65,944 -- -- 293,793 267,177 -- -- 328,886 319,255 39,535 41,349 13,502 24,018 35,338 25,889 238,882 233,059 17,458 18,721 -- -- 159,592 160,999 117,534 71,302 28,862 25,976 - ------------ ------------ ------------ ------------ $ 3,904,467 $ 3,534,425 $ 1,617,906 $ 771,492 ============ ============ ============ ============ $ 1,044,694 $ 1,038,641 $ 72,684 $ 87,166 242,121 146,908 508,064 415,327 909,359 751,160 740,948 -- -- -- 59,232 64,246 137,772 127,530 2,417 1,822 42,837 50,837 -- -- -- -- -- -- 14,761 14,702 1 1 4,420 -- 180,467 150,467 1,508,480 1,405,895 54,093 52,463 23 (1,248) -- -- - ------------ ------------ ------------ ------------ 1,527,684 1,419,349 234,561 202,931 - ------------ ------------ ------------ ------------ $ 3,904,467 $ 3,534,425 $ 1,617,906 $ 771,492 ============ ============ ============ ============
In the supplemental data presented above, "Centex Corporation" represents the combining of all subsidiaries other than those included in Financial Services. Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited)
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 107,299 $ 123,931 Adjustments - Depreciation and Amortization 27,027 21,985 Deferred Income Taxes (204) 5,552 Equity in Earnings of Centex Development Company, L.P. and Joint Ventures (984) (212) Minority Interest, net of taxes 15,603 22,408 (Increase) Decrease in Receivables (56,291) 23,370 (Increase) Decrease in Residential Mortgage Loans (793,818) 250,261 Increase in Inventories (190,977) (327,986) Decrease in Payables and Accruals (7,843) (13,596) Increase in Other Assets (62,789) (86,564) Other, net (4,766) (15,207) ------------ ------------ (967,743) 3,942 ------------ ------------ CASH FLOWS - INVESTING ACTIVITIES Increase in Advances to Centex Development Company, L.P. and Joint Ventures (26,032) (21,629) Acquisition of Home Building Operations -- (74,119) Other Acquisitions -- (9,349) Increase in Property and Equipment, net (31,055) (30,503) ------------ ------------ (57,087) (135,600) ------------ ------------ CASH FLOWS - FINANCING ACTIVITIES Increase (Decrease) in Debt - Secured by Residential Mortgage Loans 833,685 (183,591) Other 253,412 339,460 Retirement of Common Stock (784) (14,410) Proceeds from Stock Option Exercises 5,263 7,158 Dividends Paid (4,714) (4,755) ------------ ------------ 1,086,862 143,862 ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH 685 (32) ------------ ------------ NET INCREASE IN CASH 62,717 12,172 CASH AT BEGINNING OF PERIOD 139,563 111,268 ------------ ------------ CASH AT END OF PERIOD $ 202,280 $ 123,440 ============ ============
See notes to condensed consolidated financial statements. -6- 10 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Dollars in thousands) (unaudited) (A) A summary of comprehensive income for the three and six months ended September 30, 2000 is presented below:
-------------------------- ------------------------ For the Three Months Ended For the Six Months Ended September 30, 2000 September 30, 2000 -------------------------- ------------------------ Net Earnings $ 59,094 $ 107,299 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (197) (467) Unrealized Gain on Investment 1,738 1,738 ------------ ------------ Comprehensive Income $ 60,635 $ 108,570 ============ ============
The Foreign Currency Translation Adjustments are the result of Centex's investment in Centex Development Company, L.P. and subsidiaries. For additional information on Centex Development Company L.P. and subsidiaries, see their separate financial statements included elsewhere in this report. The Unrealized Gain on Investment is the result of a mark-to-market adjustment to securities available for sale held by the Company's 65.3%-owned subsidiary, Centex Construction Products, Inc. (B) A summary of changes in stockholders' equity is presented below:
Accumulated Capital in Other Preferred Common Excess of Par Retained Comprehensive Stock Stock Value Earnings Income (Loss) Total ------------ ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2000 $ -- $ 14,702 $ -- $ 1,405,895 $ (1,248) $ 1,419,349 Net Earnings -- -- -- 107,299 -- 107,299 Exercise of Stock Options -- 68 5,195 -- -- 5,263 Retirement of 35,400 Shares -- (9) (775) -- -- (784) Cash Dividends -- -- -- (4,714) -- (4,714) Unrealized Gain on Investments -- -- -- -- 1,738 1,738 Foreign Currency Translation Adjustments -- -- -- -- (467) (467) ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, SEPTEMBER 30, 2000 $ -- $ 14,761 $ 4,420 $ 1,508,480 $ 23 $ 1,527,684 ============ ============ ============ ============ ============ ============
(C) In March 1987, certain of Centex's subsidiaries contributed to Centex Development Company, L.P., (the "Partnership") a newly formed master limited partnership, properties with a historical cost basis (which approximated market value) of approximately $76 million. The Partnership was formed to enable stockholders to participate in long-term real estate development projects, the dynamics of which are inconsistent with Centex's traditional financial objectives. -7- 11 The Partnership is a limited partnership which is managed by its general partner, 3333 Development Corporation ("Development"), a wholly-owned subsidiary of 3333 Holding Corporation ("Holding"). Holding is a separate public company whose stock trades in tandem with Centex's stock. The common stock of Holding was distributed in 1987 (with warrants to purchase approximately 80% of the Class B limited partnership units in the Partnership) as a dividend to the stockholders of Centex and is held by a nominee. These securities, held by the nominee on behalf of the stockholders, will trade in tandem with the common stock of Centex until such time as they are detached. The securities may be detached at any time by Centex's Board of Directors, but the warrants to purchase Class B Units automatically become detached in November 2007. The stockholders of Centex elect the four-person Board of Directors of Holding. Three of the Board members, representing the majority of the Board, are independent outside directors who are also not directors of Centex. Thus, through Holding, the stockholders of Centex control the general partner of the Partnership. The general partner and independent board of Holding manage how the Partnership conducts its activities, including the sales, development, maintenance and zoning of properties. The general partner may sell or acquire properties, including the contributed property, and enter into other business transactions without the consent of the limited partners. In addition, the limited partners cannot remove the general partner. The Company accounts for its limited partner investment in the Partnership on the equity method of accounting because the Company's interest in the cash and earnings of the Partnership is limited to defined amounts, and the Company does not control the Partnership. During fiscal year 1998, the agreement governing the Partnership was amended to allow for the issuance of a new class of limited partnership units, Class C Limited Partnership Units ("Class C Units"). Additionally, during fiscal 1998, the 1,000 Class A Units were converted to 32,260 new Class A Units. As of September 30, 2000, 38,409 Class C Units had been issued in exchange for assets with a fair market value of $38.4 million. These assets were recorded by the Partnership at fair market value. The partnership agreement provides that Centex, as the Class A and Class C limited partner, is entitled to a cumulative preferred return of 9% per annum on the average outstanding balance of its Unrecovered Capital, defined as its capital contributions, adjusted for cash distributions representing return of the capital contributions. Unrecovered Capital as of September 30, 2000 totaled $71 million. Preference payments in arrears at September 30, 2000 amounted to $18 million. No preference payments were made during fiscal 2000 or fiscal 2001 year to date. Supplementary condensed combined financial statements for the Company, 3333 Holding Corporation and subsidiary and Centex Development Company, L.P. and subsidiaries are set forth below. For additional information on 3333 Holding Corporation and its subsidiary and Centex Development Company, L.P. and subsidiaries, see their separate financial statements and related footnotes included elsewhere in this Report. -8- 12 SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
------------------------------ SEPTEMBER 30, March 31, 2000 2000* ------------ ------------ ASSETS Cash and Cash Equivalents $ 208,248 $ 197,877 Receivables 1,750,377 907,367 Inventories 2,590,913 2,343,682 Investments in Joint Ventures and Other 72,689 68,539 Property and Equipment, net 371,673 364,182 Other Assets 661,918 599,526 ------------ ------------ $ 5,655,818 $ 4,481,173 ============ ============ Liabilities And Stockholders' Equity Accounts Payable and Accrued Liabilities $ 1,225,514 $ 1,244,500 Short-term Debt 1,015,070 834,897 Long-term Debt 1,704,524 802,238 Minority Stockholders' Interest 140,189 129,352 Negative Goodwill 42,837 50,837 Stockholders' Equity 1,527,684 1,419,349 ------------ ------------ $ 5,655,818 $ 4,481,173 ============ ============
* Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENTS OF EARNINGS
----------------------------- For the Six Months Ended September 30, ----------------------------- 2000 1999 ------------ ------------ Revenues $ 3,163,576 $ 2,970,072 Costs and Expenses 2,989,525 2,769,059 ------------ ------------ Earnings Before Income Taxes 174,051 201,013 Income Taxes 66,752 77,082 ------------ ------------ NET EARNINGS 107,299 123,931 Other Comprehensive Income (Loss) 1,271 (32) ------------ ------------ COMPREHENSIVE INCOME $ 108,570 $ 123,899 ============ ============
(D) The Company's home building activities comprise the acquisition of raw and semi-developed land, the planning, supervision and funding of subcontractors' activities to complete development of that land primarily into single family home sites, and the construction of houses thereon for sale to individual home purchasers. Land acquisition and development activities are accomplished by the Company directly and via its participation in joint ventures in which the Company holds less than a majority interest. Home construction is likewise accomplished by subcontractors. -9- 13 In order to ensure the future availability of land for home building, the Company has made deposits totaling approximately $59 million as of September 30, 2000 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $1.4 billion. These options and commitments expire at various dates through the year 2006. The Company has committed to purchase for approximately $0.5 million certain developed lots from the Partnership. (E) Interest expense relating to the Financial Services operations is included in its costs and expenses. Interest related to non-financial services is included in interest expense. For the three and six month periods ending September 30, 2000, total interest expense is net of $2,750 of interest capitalized to qualifying assets, principally within the Home Building business segment.
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Total Interest Expense $ 43,059 $ 35,063 Less - Financial Services (20,870) (19,530) ------------ ------------ Interest Expense, net $ 22,189 $ 15,533 ============ ============
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Total Interest Expense $ 76,933 $ 63,385 Less - Financial Services (32,978) (36,024) ------------ ------------ Interest Expense, net $ 43,955 $ 27,361 ============ ============
(F) In April 1994, Centex Construction Products, Inc. ("Construction Products") completed an initial public offering of its stock which began trading on the New York Stock Exchange under the symbol "CXP." Centex's ownership interest in CXP was 65.3% as of September 30, 2000, 64.4% as of March 31, 2000, and 62.6% as of September 30, 1999. (G) In fiscal 1996, the Company acquired an equity interest in Vista Properties, Inc. ("Vista"), which owned a real estate portfolio of properties located in seven states in which the Company has significant operations. The Investment Real Estate portfolio was reduced to a nominal "book basis" after recording certain deferred tax benefits related to this acquisition. Accordingly, as these properties are developed or sold, the net sales proceeds are reflected as operating margin. Negative Goodwill related to the Vista acquisition is being amortized to earnings over the estimated period over which the land will be developed, sold or realized. All investment property operations are being reported through the "Investment Real Estate" business segment. -10- 14 (H) A Centex subsidiary has a deferred tax asset of approximately $132 million, primarily related to net operating loss carryforwards. If unused, the carryforwards will expire in varying amounts through 2021. A valuation allowance equal to the deferred tax asset has been provided by the subsidiary, valuing the deferred tax asset at zero. (I) The Company operates in five principal business segments: Home Building, Investment Real Estate, Financial Services, Construction Products and Contracting and Construction Services. These segments operate primarily in the United States and their markets are nationwide. Revenues from any one customer are not significant to the Company. Intersegment revenues and investments in joint ventures are not material and are not shown in the following tables. The investment in Centex Development Company, L.P. (approximately $89.2 million) is included in the Investment Real Estate segment. HOME BUILDING CONVENTIONAL HOMES Conventional Homes operations involve the purchase and development of land or lots as well as the construction and sale of single-family homes. The following tables set forth financial information relating to the Conventional Homes operations.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 1,027.0 $ 843.7 Cost of Sales (789.3) (651.1) Selling, General & Administrative Expenses (148.1) (122.4) ---------- ---------- Operating Earnings $ 89.6 $ 70.2 ========== ==========
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ (Dollars in millions) Revenues $ 1,914.0 $ 1,598.3 Cost of Sales (1,468.8) (1,232.4) Selling, General & Administrative Expenses (283.1) (236.6) ------------ ------------ Operating Earnings $ 162.1 $ 129.3 ============ ============
-11- 15 MANUFACTURED HOMES Manufactured Homes operations involve the manufacture of residential and park model homes and the sale of these homes through a network of Company-owned and independent dealers. The following tables set forth financial information relating to the Manufactured Homes operations.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 33.8 $ 51.0 Cost of Sales (27.3) (39.0) Selling, General & Administrative Expenses (7.6) (8.0) ---------- ---------- Operating (Loss) Earnings (1.1) 4.0 Minority Interest -- (0.8) ---------- ---------- Net Operating (Loss) Earnings to Centex $ (1.1) $ 3.2 ========== ==========
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 70.3 $ 98.8 Cost of Sales (56.6) (77.6) Selling, General & Administrative Expenses (14.9) (16.1) ---------- ---------- Operating (Loss) Earnings (1.2) 5.1 Minority Interest -- (1.0) ---------- ---------- Net Operating (Loss) Earnings to Centex $ (1.2) $ 4.1 ========== ==========
INVESTMENT REAL ESTATE Investment Real Estate operations involve the development of land relating primarily to multi-family, industrial, office, retail and mixed-use projects. The following tables set forth financial information relating to the Investment Real Estate operations.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 3.1 $ 7.6 Cost of Sales -- (0.9) Selling, General & Administrative Expenses -- (1.7) Negative Goodwill Amortization 4.0 4.0 ---------- ---------- Operating Earnings $ 7.1 $ 9.0 ========== ==========
-12- 16
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 6.6 $ 11.4 Cost of Sales (0.3) (1.1) Selling, General & Administrative Expenses (1.1) (3.1) Negative Goodwill Amortization 8.0 8.0 ---------- ---------- Operating Earnings $ 13.2 $ 15.2 ========== ==========
Property sales related to Investment Real Estate's nominally valued assets resulted in operating margins of $2.9 and $4.7 million for the three and six months ended September 30, 2000 and $5.9 million and $8.9 million for the three and six months periods last year. As of September 30, 2000, the Investment Real Estate Group had approximately $34.9 million of nominally valued assets. FINANCIAL SERVICES Financial Services operations involve the financing of conventional homes, home equity and sub-prime lending, and the sale of title and other insurance coverages. These activities include mortgage origination and other related services for homes sold by Centex subsidiaries and by others. The following tables set forth financial information relating to the Financial Services operations.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues* $ 106.5 $ 120.5 Selling, General & Administrative Expenses (83.4) (88.5) Interest Expense (20.9) (19.5) ---------- ---------- Operating Earnings $ 2.2 $ 12.5 ========== ==========
* Financial Services revenues include interest income of $25.9 million and $27.4 million for the three months ended September 30, 2000 and 1999, respectively.
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues* $ 202.4 $ 237.4 Selling, General & Administrative Expenses (167.1) (168.2) Interest Expense (33.0) (36.0) ---------- ---------- Operating Earnings $ 2.3 $ 33.2 ========== ==========
* Financial Services revenues include interest income of $42.0 million and $51.0 million for the six months ended September 30, 2000 and 1999, respectively. -13- 17 Securitizations entered into prior to March 31, 2000 by Financial Services' Centex Home Equity Corporation subsidiary ("Home Equity") had legal and economic structures that caused them to be accounted for as sales. The resulting gains on such sales were reported as revenues during the month in which the securitizations closed. Home Equity has changed the structure for securitizations occurring subsequent to March 31, 2000, such that securitizations after that date are being accounted for as borrowings. Although the change from accounting for the securitizations as sales to borrowings will have no effect on the profit recognized over the life of each mortgage loan, the change does affect the timing of profit recognition. The approximate impact of this change for the first two quarters of fiscal 2001 was to reduce Home Equity's pre-tax earnings by $10.7 million and $22.2 million for the three and six months ended September 30, 2000, respectively, from the amount it would have reported if the securitizations had been structured as sales. CONSTRUCTION PRODUCTS Construction Products operations involve the manufacture, production, distribution, and sale of cement, gypsum wallboard, and aggregates and readymix concrete. The following tables set forth financial information relating to the Construction Products operations.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 99.8 $ 117.8 Interest Income 2.0 0.7 Cost of Sales (67.7) (65.7) Selling, General & Administrative Expenses (1.6) (0.9) ---------- ---------- Operating Earnings 32.5 51.9 Minority Interest (11.5) (19.8) ---------- ---------- Net Operating Earnings to Centex $ 21.0 $ 32.1 ========== ==========
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 200.1 $ 215.0 Interest Income 3.7 1.2 Cost of Sales (131.9) (126.7) Selling, General & Administrative Expenses (3.3) (2.3) ---------- ---------- Operating Earnings 68.6 87.2 Minority Interest (24.5) (33.7) ---------- ---------- Net Operating Earnings to Centex $ 44.1 $ 53.5 ========== ==========
-14- 18 CONTRACTING AND CONSTRUCTION SERVICES Contracting and Construction Services operations involve the construction of buildings for both private and government interests, including (among others) office, commercial and industrial buildings, hospitals, hotels, museums, libraries, airport facilities and educational institutions. The following tables set forth financial information relating to the Contracting and Construction Services operations. As this segment generates significant positive cash flow, intercompany interest income (credited at the prime rate in effect) is reflected in this segment; however, these amounts are eliminated in consolidation.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 330.4 $ 288.8 Construction Contract Costs (310.0) (272.4) Selling, General & Administrative Expenses (13.8) (11.3) ---------- ---------- Operating Income, as reported 6.6 5.1 Intercompany Interest Income* 2.1 2.1 ---------- ---------- Total Economic Return $ 8.7 $ 7.2 ========== ==========
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Revenues $ 629.1 $ 640.7 Construction Contract Costs (589.1) (606.0) Selling, General & Administrative Expenses (26.9) (24.0) ---------- ---------- Operating Income, as reported 13.1 10.7 Intercompany Interest Income* 4.4 4.3 ---------- ---------- Total Economic Return $ 17.5 $ 15.0 ========== ==========
* The "net assets" position of the Contracting and Construction Services segment provides significant cash flow because payables and accruals consistently exceed identifiable assets. Intercompany interest income is computed on the group's cash flow in excess of its equity. -15- 19 CORPORATE AND OTHER, NET Corporate general and administrative expenses represent salaries and other costs not identifiable with a specific segment. Other, net includes new business initiatives and other businesses which are not mature enough to stand alone as separate business segments. The following tables summarize financial information relating to the Corporate and Other, net segments.
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Corporate General and Administrative Expenses $ (8.8) $ (8.1) ========== ========== Operating Earnings (Loss)-Other, net $ 1.6 $ (1.1) ========== ==========
-------------------------- For the Six Months Ended September 30, ------------------------- 2000 1999 ---------- ---------- (Dollars in millions) Corporate General and Administrative Expenses $ (17.5) $ (15.3) ========== ========== Operating Earnings (Loss)-Other, net $ 1.9 $ (2.9) ========== ==========
(J) The computation of diluted earnings per share excludes anti-dilutive options to purchase 4,245,000 common shares at an average price of $37.04, and 5,213,000 common shares at an average price of $34.64 for the three months and six months ended September 30, 2000, respectively. All anti-dilutive options have expiration dates ranging from September 2007 to September 2010. (K) Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," was issued in June 1998. This statement addresses the accounting for derivative instruments, including derivative instruments embedded in other contracts (collectively referred to as derivatives), and hedging activities as well as the disclosure of these activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. In June 1999, SFAS No. 137 was issued which delays the implementation of SFAS No. 133 for the Company until April 2001. In June 2000, SFAS No. 138 was issued which amends SFAS No. 133. SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," was issued in September 2000. This statement replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but carries most of SFAS 125's provisions without reconsideration. This statement will become effective for the Company in April 2001. The Company is in the process of assessing the impact SFAS Nos. 133, 138, and 140 will have on its financial statements. -16- 20 (L) During November 2000 Construction Products purchased certain strategic assets from Republic Group LLC (formerly Republic Group Incorporated). The purchase price was approximately $392 million, including the assumption of $100 million of subordinated debt. Funding came from cash on hand and borrowings under Construction Products' $325 million senior credit facility entered into during November 2000. The principal strategic assets acquired were: the 1.1 billion square foot gypsum wallboard plant located in Duke, Oklahoma; a short line railroad and railcars linking the Duke plant to adjacent railroads; the recently completed 220,000 ton-per-year lightweight paper mill in Lawton, Oklahoma; the 50,000 ton-per-year Commerce City (Denver), Colorado paper mill; and three recycled paper fiber collection sites. The gypsum wallboard operations will be operated by Construction Products' American Gypsum Company located in Albuquerque, New Mexico. The paper operations will be located in Lawton, Oklahoma, and will focus primarily on the gypsum wallboard paper business. (M) Certain prior year balances have been reclassified to be consistent with the September 30, 2000 presentation. -17- 21 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Centex's consolidated revenues for the three months ended September 30, 2000 were $1.6 billion, a 12% increase over $1.4 billion for the same period last year. Earnings before income taxes were $95.9 million, 11% lower than $107.3 million last year. Net earnings for the three months ended September 30, 2000 were $59.1 million, a 10% decrease from net earnings of $65.5 million for the same period last year. For the six months ended September 30, 2000, consolidated revenues totaled $3.0 billion, 8% higher than $2.8 billion for the same period last year. Earnings before income taxes were $174.0 million, 13% lower than $200.4 million for the same period last year. Net earnings were $107.3 million for the six months ended September 30, 2000, a 13% decrease from net earnings of $123.9 million for the same period last year. HOME BUILDING CONVENTIONAL HOMES The following summarizes Conventional Homes' results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions, except per unit data):
------------------------------------------------------------ For the Three Months Ended September 30, ------------------------------------------------------------ 2000 1999 --------------------------- -------------------------- Conventional Homes Revenues $ 1,027.0 100.0% $ 843.7 100.0% Cost of Sales (789.3) (76.9%) (651.1) (77.2%) Selling, General & Administrative Expenses (148.1) (14.4%) (122.4) (14.5%) ---------- ---------- ---------- ---------- Operating Earnings $ 89.6 8.7% $ 70.2 8.3% ========== ========== ========== ========== Units Closed 4,901 4,425 % Change 10.8% 27.6% Unit Sales Price $ 203,900 $ 187,700 % Change 8.6% 1.7% Operating Earnings Per Unit $ 18,274 $ 15,684 % Change 15.2% 5.4% ------------------------------------------------------------ For the Six Months Ended September 30, ------------------------------------------------------------ 2000 1999 --------------------------- -------------------------- Conventional Homes Revenues $ 1,914.0 100.0% $ 1,598.3 100.0% Cost of Sales (1,468.8) (76.7%) (1,232.4) (77.1%) Selling, General & Administrative Expenses (283.1) (14.8%) (236.6) (14.8%) ---------- ---------- ---------- ---------- Operating Earnings $ 162.1 8.5% $ 129.3 8.1% ========== ========== ========== ========== Units Closed 9,309 8,359 % Change 11.4% 29.6% Unit Sales Price $ 200,308 $ 188,127 % Change 6.5% 2.0% Operating Earnings Per Unit $ 17,414 $ 15,474 % Change 12.5% 7.5%
-18- 22 Conventional Homes' revenues for the three months and six months ended September 30, 2000 increased by $183.3 million and $315.7 million, respectively from revenues for the corresponding periods last year. These improvements resulted from an increased number of existing operating neighborhoods along with a higher average unit selling price compared to the fiscal 2000 per unit sales price. Operating earnings for the three and six months ended September 30, 2000 were 8.7% and 8.5% as a percentage of revenue and approximately $18,274 and $17,414 on a per unit basis compared to operating earnings of 8.3% and 8.1% of revenue and approximately $15,864 and $15,474 on a per unit basis for the same periods last year. Home sales (orders) totaled 5,338 units during the three months ended September 30, 2000, compared to 4,328 units during the same quarter a year ago, representing a 23% increase. Home sales (orders) totaled 10,875 units during the six months ended September 30, 2000 compared to last year's 9,102 units for the same period. The backlog of homes sold but not closed at September 30, 2000 was 9,145 units, 17% more than the 7,819 units for the same period a year ago. MANUFACTURED HOMES The following summarizes Manufactured Homes' results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions):
------------------------------------------------------------- For the Three Months Ended September 30, ------------------------------------------------------------- 2000 1999 --------------------------- --------------------------- Manufactured Homes Revenues (Construction) $ 21.2 100.0% $ 32.9 100.0% Cost of Sales (18.1) (85.5%) (24.5) (74.5%) Selling, General & Administrative Expenses (2.5) (11.6%) (3.7) (11.2%) ---------- ---------- ---------- ---------- 0.6 2.9% 4.7 14.3% ---------- ========== ---------- ========== Retail Sales Revenues 11.4 100.0% 18.0 100.0% Cost of Sales (9.1) (80.0%) (14.4) (79.8%) Selling, General & Administrative Expenses (2.9) (25.6%) (3.5) (19.6%) ---------- ---------- ---------- ---------- (0.6) (5.6%) 0.1 0.6% ---------- ========== ---------- ========== Construction and Retail Earnings 0.0 4.8 Subdivision Development Activities (0.2) -- Goodwill Amortization (0.9) (0.8) Minority Interest -- (0.8) ---------- ---------- Group Operating (Loss) Earnings $ (1.1) $ 3.2 ========== ========== Units Sold 1,129 1,438
-19- 23
------------------------------------------------------------- For the Six Months Ended September 30, ------------------------------------------------------------- 2000 1999 --------------------------- --------------------------- Manufactured Homes Revenues (Construction) $ 45.1 100.0% $ 67.7 100.0% Cost of Sales (37.2) (82.4%) (52.8) (77.9%) Selling, General & Administrative Expenses (5.9) (13.1%) (7.4) (10.9%) ---------- ---------- ---------- ---------- 2.0 4.5% 7.5 11.2% ---------- ========== ---------- ========== Retail Sales Revenues 24.0 100.0% 31.1 100.0% Cost of Sales (19.4) (80.9%) (24.9) (79.9%) Selling, General & Administrative Expenses (5.9) (24.6%) (6.9) (22.3%) ---------- ---------- ---------- ---------- (1.3) (5.5%) (0.7) (2.2%) ---------- ========== ---------- ========== Construction and Retail Earnings 0.7 6.8 Subdivision Development Activities (0.2) -- Goodwill Amortization (1.7) (1.7) Minority Interest -- (1.0) ---------- ---------- Group Operating (Loss) Earnings $ (1.2) $ 4.1 ========== ========== Units Sold 2,355 3,222
Manufactured Homes currently operates four manufacturing plants: three in the Phoenix, Arizona area, and one in central Texas, and also operates 23 retail locations. As a consequence of increased interest rates, the reduced availability of financing, and corresponding reduced consumer demand, Manufactured Housing's construction sales and retail sales for the three and six months ended September 30, 2000 declined from the corresponding fiscal 2000 amounts. In response, management has idled its New Mexico plant and slowed production in its other plants until the return of more favorable market conditions. INVESTMENT REAL ESTATE The following summarizes Investment Real Estate's results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions):
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- Revenues $ 3.1 $ 7.6 ========== ========== Operating Earnings $ 7.1 $ 9.0 ========== ==========
------------------------- For the Six Months Ended September 30, ------------------------- 2000 1999 ---------- ---------- Revenues $ 6.6 $ 11.4 ========== ========== Operating Earnings $ 13.2 $ 15.2 ========== ==========
-20- 24 For the three and six months ended September 30, 2000, Centex's Investment Real Estate operations, through which all investment property transactions are reported, had operating earnings of $7.1 and $13.2 million, respectively, 22% and 13% lower than $9.0 and $15.2 million for the same periods a year ago. The timing of land sales is uncertain and can vary significantly from period to period. Property sales related to Investment Real Estate's nominally valued assets resulted in operating margins of $2.9 million and $5.9 million for the three months ended September 30, 2000 and 1999, and $4.7 million and $8.9 million for the six months ended September 30, 2000 and 1999, respectively. As of September 30, 2000, the Investment Real Estate Group has approximately $34.9 million of nominally valued assets which are expected to be sold over the next three years. Negative goodwill amortization was $4 million in the three month periods ended September 30, 2000 and 1999, and $8 million in the six month periods ended September 30, 2000 and 1999. FINANCIAL SERVICES The following summarizes Financial Services' results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions):
------------------------- For the Three Months Ended September 30, ------------------------- 2000 1999 ---------- ---------- Revenues $ 106.5 $ 120.5 ========== ========== Operating Earnings $ 2.2 $ 12.5 ========== ========== Origination Volume $ 2,476 $ 2,402 ========== ========== Number of Loans Originated CTX Mortgage Company ("CTX Mortgage") Centex-built Homes ("Builder") 2,839 2,571 Non-Centex-built Homes ("Retail") 11,263 12,845 ---------- ---------- 14,102 15,416 Centex Home Equity Corporation ("Home Equity") 7,317 5,031 Centex Finance Company (closed during fiscal 2000) -- 304 ---------- ---------- 21,419 20,751 ========== ==========
-21- 25
------------------------- For the Six Months Ended September 30, ------------------------- 2000 1999 ---------- ---------- Revenues $ 202.4 $ 237.4 ========== ========== Operating Earnings $ 2.3 $ 33.2 ========== ========== Origination Volume $ 4,855 $ 5,170 ========== ========== Number of Loans Originated CTX Mortgage Builder 5,305 5,040 Retail 22,962 28,470 ---------- ---------- 28,267 33,510 Home Equity 13,746 9,870 Centex Finance Company (closed during fiscal 2000) -- 472 ---------- ---------- 42,013 43,852 ========== ==========
Financial Services' operating earnings for the three months ended September 30, 2000 were $2.2 million compared to $12.5 million for the three months ended September 30, 1999. For the six months ended September 30, 2000, operating earnings were $2.3 million compared to $33.2 million for the same period last year. Financial Services' revenues for the second quarter of fiscal 2001 were $106.5 million versus $120.5 million for the prior year's second quarter, and $202.4 million for the first six months of fiscal 2001 compared to $237.4 million for the same period last year. Gains on sales of mortgage loans receivable, a component of Financial Services' revenues, decreased to $47.4 million for the quarter ended September 30, 2000 from $76.5 million for the comparable quarter of the prior year, and to $88.0 million for the six months ended September 30, 2000 as compared to $142.9 million for the first six months of fiscal 2000. This decline is primarily due to the change, discussed below, in the method of accounting for securitizations completed by Home Equity. CTX Mortgage's operating earnings totaled $5.6 million for the three months ended September 30, 2000 and $10.8 million for the six months ended September 30, 2000, 27% and 56%, respectively, less than earnings of $7.6 million and $24.8 million, respectively for the comparable periods of fiscal year 2000. The decline in CTX Mortgage's operating earnings is primarily due to an increase in interest rates compared to the first half of fiscal 2000, which has resulted in a decrease in refinancing activity, a more competitive pricing environment, and a change in product mix to a greater volume of adjustable rate loans, which have lower profit margins. Originations for the six months ended September 30, 2000 totaled 28,267 compared to 33,510 originations in the first half of fiscal year 2000. The per-loan profit for the six months ended September 30, 2000 was $383, 48% lower than $739 for the same six months of last fiscal year. CTX Mortgage's total mortgage applications for the three months ended September 30, 2000 increased 10% to 15,368 from 14,019 applications for the same period last year. For the six months ended September 30, 2000, CTX Mortgage's applications decreased to 31,196 from 33,013 for the same period last year. -22- 26 Home Equity reported operating losses of $3.4 million and $8.5 million, respectively, for the quarter and six months ended September 30, 2000, compared to operating earnings of $6.0 million and $10.5 million, respectively, for the comparable periods last fiscal year. As discussed below, this decline primarily resulted from accounting for the $400 million in securitizations completed during the quarter ended September 30, 2000 and $750 million in securitizations year-to-date in fiscal 2001 as borrowings rather than as sales. Home Equity's originations for the three months ended September 30, 2000 were 7,317, a 45% increase over 5,031 originations for the same period last year. Originations for the six months ended September 30, 2000 were 13,746, a 39% increase over 9,870 originations for the same period in the prior year. Loan volume for the three months ended September 30, 2000 was $457 million, a 43% increase over the same period a year ago. Loan volume for the six months ended September 30, 2000 was $853 million, a 34% increase over the same period in the prior year. Loan volume for the three and six months ended September 30, 2000 was favorably impacted by the opening of new operating locations during the later quarters of fiscal 2000 plus generally increased activity. Home Equity's sub-prime applications totaled 37,095 for the quarter ended September 30, 2000, an increase of 29% over the 28,781 applications for the same period last year. Home Equity's sub-prime applications totaled 74,748 for the six months ended September 30, 2000, an increase of 30% over the 57,444 applications for the same period last year. During the quarter ended September 30, 2000, Home Equity completed $400 million in loan securitizations, compared to $415 million of loan securitizations during the second quarter of fiscal 2000. For the six months ended September 30, 2000, Home Equity completed securitizations totaling $750 million, compared to $700 million in securitizations for the same period last year. Home Equity retains the servicing rights associated with these securitized loans and is the long-term servicer of these loans. Service fee income related to this long-term servicing was $5.9 million in the three months ended September 30, 2000, a 74% increase from the $3.4 million in the same period last year. For the six months ended September 30, 2000, service fee revenue was $11.0 million compared to $6.0 million for the same period a year ago. Home Equity's securitizations entered into prior to March 31, 2000 had legal and economic structures that caused them to be accounted for as sales, and the resulting gains on such sales were reported as revenues during the month in which the securitization closed. Home Equity has changed the structure for securitizations occurring subsequent to March 31, 2000, such that all securitizations during fiscal 2001 and subsequent years are being accounted for as borrowings. Although the change from accounting for the securitizations as sales to borrowings will have no effect on the profit recognized over the life of each mortgage loan, the change does affect the timing of profit recognition. The approximate impact of this change was to reduce Home Equity's pre-tax earnings by $10.7 million and $22.2 million, respectively, for the three and six months ended September 30, 2000, from the amount it would have reported if the securitizations had been structured as sales. In the normal course of its activities, Financial Services carries inventories of loans pending sale or securitization and earns a positive spread between the interest income earned on those loans and its cost of financing those loans. Interest income decreased 5% for the quarter ended September 30, 2000 to $25.9 million from $27.4 million for the same quarter of last fiscal year. Interest income decreased 18% for the six months ended September 30, 2000 to $42 million from $51 million for the same period last year. Interest expense for the quarter ended September 30, 2000 was $20.9 million, a 7% increase from $19.5 million for the second quarter of last fiscal year. Interest expense for the six months ended September 30, 2000 was $33 -23- 27 million, an 8% decrease from $36 million for the same period last year. The decrease in net interest income was due to the reduction in the inventory of loans sold to Centex Home Mortgage, LLC, as discussed below, and the compression of spread between mortgage rates and short-term interest rates. Until the third quarter of fiscal 2000, substantially all of the mortgage loans generated by CTX Mortgage were sold forward upon closing and subsequently delivered to third-party purchasers within approximately 60 days thereafter. In mid-December 1999, CTX Mortgage began to sell the majority of its mortgage loans to Centex Home Mortgage, LLC ("CHM"), a non-affiliated limited liability company. This arrangement is discussed in more detail in the Financial Condition and Liquidity section below. Substantially all of the mortgage loans produced by Home Equity are securitized, generally on a quarterly basis. Financial Services' other sources of income include, among other things, loan origination fees, servicing fee income, title policy fees and insurance commissions, mortgage loan broker fees, and fees for mortgage loan quality control and processing services. CONSTRUCTION PRODUCTS The following summarizes Construction Products' results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions):
-------------------------- For the Three Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- Revenues $ 99.8 $ 117.8 Interest Income 2.0 0.7 Cost of Sales (67.7) (65.3) Selling, General and Administrative Expenses (1.2) (0.9) Goodwill Amortization (0.4) (0.4) ---------- ---------- Operating Earnings 32.5 51.9 Minority Interest (11.5) (19.8) ---------- ---------- Net Operating Earnings to Centex $ 21.0 $ 32.1 ========== ==========
-24- 28
-------------------------- For the Six Months Ended September 30, -------------------------- 2000 1999 ---------- ---------- Revenues $ 200.1 $ 215.0 Interest Income 3.7 1.2 Cost of Sales (131.9) (126.0) Selling, General & Administrative Expenses (2.4) (2.3) Goodwill Amortization (0.9) (0.7) ---------- ---------- Operating Earnings 68.6 87.2 Minority Interest (24.5) (33.7) ---------- ---------- Net Operating Earnings to Centex $ 44.1 $ 53.5 ========== ==========
Construction Products' revenues were $99.8 million for the three months ended September 30, 2000, a 15% decrease from the same period last year. For the three months ended September 30, 2000, Construction Products' operating earnings, net of minority interest, were $21.0 million, a 35% decrease from the $32.1 million reported for the same period last year. Revenues from Construction Products for the six months ended September 30, 2000 were $200.1 million, 7% lower than the same period last year. For the six months ended September 30, 2000, Construction Products' operating earnings, net of minority interest, were $44.1 million, 18% lower than the results for the same period a year ago. The decrease in revenues and operating earnings for the three and six month periods ending September 30, 2000 are primarily the result of lower pricing, particularly in Gypsum Wallboard. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services' results for the three and six months ended September 30, 2000 compared to the three and six months ended September 30, 1999 (dollars in millions):
----------------------------- For the Three Months Ended September 30, ----------------------------- 2000 1999 ------------ ------------ Revenues $ 330.4 $ 288.8 ============ ============ Operating Earnings $ 6.6 $ 5.1 ============ ============ New Contracts Received $ 415.8 $ 260.0 ============ ============ Backlog of Uncompleted Contracts $ 1,472 $ 1,123 ============ ============
----------------------------- For the Six Months Ended September 30, ----------------------------- 2000 1999 ------------ ------------ Revenues $ 629.1 $ 640.7 ============ ============ Operating Earnings $ 13.1 $ 10.7 ============ ============ New Contracts Received $ 719.1 $ 827.0 ============ ============ Backlog of Uncompleted Contracts $ 1,472 $ 1,123 ============ ============
-25- 29 Contracting and Construction Services' revenues for the three and six months ended September 30, 2000 were $330.4 million and $629.1 million, respectively. Operating earnings for the group improved 28% to $6.6 million for the three months and 22% to $13.1 million for the six months ended September 30, 2000 over the same periods last year. This increase was primarily the result of a continuing shift in recent years to higher-margin private negotiated projects from lower-margin public bid work. The Contracting and Construction Services operations provided a positive average net cash flow in excess of Centex's investment in the group of $89.6 million for the three months ended September 30, 2000 and $97.8 million for the same period last year. For the six months ended September 30, 2000, the positive average net cash flow in excess of Centex's investment in the group was $93.1 million, compared to $106.9 million for the same period last year. FINANCIAL CONDITION AND LIQUIDITY At September 30, 2000, the Company had cash and cash equivalents of $202.3 million, including $17.0 of restricted cash and $146.9 million belonging to the Company's 65.3%-owned Construction Products subsidiary. The net cash used in or provided by the operating, investing, and financing activities for the six months ended September 30, 2000 and 1999 is summarized below (dollars in thousands):
For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Net Cash provided by (used in) Traditional Operations* Operating Activities $ (115,553) $ (190,244) Investing Activities (53,421) (128,468) Financing Activities 217,563 348,846 ------------ ------------ 48,589 30,134 ------------ ------------ Financial Services Operating Activities $ (852,190) $ 194,186 Investing Activities (3,666) (7,132) Financing Activities 869,299 (204,984) ------------ ------------ 13,443 (17,930) ------------ ------------ Effect of Exchange Rates 685 (32) ------------ ------------ Net Increase in Cash $ 62,717 $ 12,172 ============ ============
* Traditional operations is the combining of all subsidiaries other than those included in the Financial Services business segment. For the first half of fiscal 2001, cash was used in the operations to finance increases in residential mortgage loans and housing inventories. The increase in housing inventories relates to the increased level of sales and resulting units under construction during the year and to the acquisition of expansion land. The funds provided by financing activities included new debt used to fund both residential mortgage loans and the increased home building activity. -26- 30 Short-term debt as of September 30, 2000 was $0.7 billion, which included $0.5 billion of debt applicable to the Financial Services operation (see below). In June, the Company issued $200 million in Senior Notes, maturing in 2006. The proceeds were used to repay short-term debt and for general corporate purposes. Excluding Financial Services, the Company's short-term borrowings are generally accomplished at prevailing market interest rates from the Company's commercial paper programs and from uncommitted bank facilities. In August, the Company entered into a $600 million committed multi-bank revolving credit facility which serves as a backup for commercial paper borrowings. This new facility expires in 2005. The Financial Services segment obtains most of its own short-term liquidity needs through separate facilities which require only limited support from Centex Corporation. During the third quarter of fiscal 2000, CTX Mortgage began selling to CHM substantially all of the conforming, Jumbo A, and GNMA eligible mortgages originated by CTX Mortgage under a revolving sales agreement. CHM, an unaffiliated special purpose entity, acquires and then resells mortgages originated by CTX Mortgage into secondary markets. Under the sales agreement between CTX Mortgage and CHM, which has a five year term with certain renewal options, CTX Mortgage is not required to sell its mortgage loans to CHM; however, CHM has committed to purchase all eligible loans offered by CTX Mortgage. This arrangement gives CTX Mortgage daily access, on a revolving basis, to CHM's $1.5 billion of capacity. CTX Mortgage also maintains $150 million of secured committed mortgage warehouse facilities and $150 million of uncommitted credit facilities to finance mortgages not sold to CHM. Similarly, Home Equity has $325 million of committed and $150 million of uncommitted secured mortgage warehouse facilities to finance sub-prime mortgages held until securitization. In addition, Financial Services has $125 million of uncommitted unsecured credit facilities under which it can borrow and, in turn, allocate such borrowed funds to its CTX Mortgage, Home Equity, and other subsidiaries. At September 30, 2000, Financial Services had borrowed $125 million under these facilities; $65 million of such borrowings were allocated to CTX Mortgage and $60 million to Home Equity. All borrowings under these unsecured facilities are guaranteed by Centex Corporation. The Company is exposed to market risks related to fluctuations in interest rates on mortgage loans receivable, residual interest in mortgage securitizations, and in debt. The Company utilizes forward sale commitments to mitigate the risk associated with the majority of CTX Mortgage's mortgage loan portfolio and forward starting interest rate swaps for most of the unsecuritized mortgage portfolio of Home Equity. The Company does not utilize forward or option contracts on foreign currencies or commodities, or other types of derivative financial instruments. There have been no material changes in the Company's market risk since March 31, 2000. At September 30, 2000, market risk associated with the swaps mentioned above is considered minimal. -27- 31 Long-term debt outstanding as of September 30, 2000 was as follows (dollars in thousands): Centex Corporation: Subordinated Debentures, 7.375%, due in 2006 $ 99,772 Subordinated Debentures, 8.75%, due in 2007 99,547 Medium-Term Note Programs, 7.165% to 7.95%, due through 2004 461,987 Senior Note Programs, 6.4% to 9.75%, due through 2006 214,961 Other Indebtedness, weighted-average 7.6%, due through 2027 33,092 ------------ 909,359 Financial Services: Home Equity Loans Asset-backed Certificates, 6.60% to 8.48%, due through 2031 340,948 Home Equity Loans Asset-backed Certificates, 6.60% to 7.99%, due through 2030 400,000 ------------ Centex Corporation and Subsidiaries $ 1,650,307 ============
Maturities of long-term debt (in thousands) are: 2001, $87,958; 2002, $596,070; 2003, $187,299; 2004, $99,075; 2005, $64,226; and $615,679 thereafter. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and to provide for future growth. OTHER DEVELOPMENTS AND OUTLOOK RECENT DEVELOPMENTS During November 2000 Construction Products purchased certain strategic assets from Republic Group LLC (formerly Republic Group Incorporated). The purchase price was approximately $392 million, including the assumption of $100 million of subordinated debt. Funding came from cash on hand and borrowings under Construction Products' $325 million senior credit facility entered into during November 2000. The principal strategic assets acquired were: the 1.1 billion square foot gypsum wallboard plant located in Duke, Oklahoma; a short line railroad and railcars linking the Duke plant to adjacent railroads; the recently completed 220,000 ton-per-year lightweight paper mill in Lawton, Oklahoma; a 50,000 ton-per-year Commerce City (Denver), Colorado paper mill; and three recycled paper fiber collection sites. The gypsum wallboard operations will be operated by Construction Products' American Gypsum Company located in Albuquerque, New Mexico. The paper operations will be located in Lawton, Oklahoma, and will focus primarily on the gypsum wallboard paper business. In October 2000, Centex Homes signed a letter of intent to acquire the home building assets of The Selective Group, based in Farmington Hills, Michigan. The closing is scheduled for January 2001, subject to customary conditions. -28- 32 OUTLOOK The Company expects home sales to remain strong and closings and margins to continue to increase. Fiscal 2001 Home Building results should exceed fiscal 2000's record levels, and Centex also expects all-time high results from its Contracting and Construction Services operations. However, operating earnings from Financial Services will continue to be negatively impacted by the low level in refinancings at CTX Mortgage and CHEC's change in accounting for loan securitizations. Declining Gypsum Wallboard prices are impacting Construction Products' results. - -------------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS The Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company's actual performance and results of operations include the following: general economic conditions and interest rates; the cyclical and seasonal nature of the Company's businesses; adverse weather; changes in property taxes and energy costs; changes in federal income tax laws and federal mortgage financing programs; governmental regulation; changes in governmental and public policy; changes in economic conditions specific to any one or more of the Company's markets and businesses; competition; availability of raw materials; and unexpected operations difficulties. Other risks and uncertainties may also affect the outcome of the Company's actual performance and results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risks related to fluctuations in interest rates on its direct debt obligations, on mortgage loans receivable, residual interest in mortgage securitizations, and securitizations classified as debt. The Company utilizes derivative instruments, including interest rate swaps, in conjunction with its overall strategy to manage the debt outstanding that is subject to changes in interest rates. The Company utilizes forward sale commitments to mitigate the risk associated with the majority of its mortgage loan portfolio. Other than the forward commitments and interest rate swaps discussed earlier, the Company does not utilize forward or option contracts on foreign currencies or commodities, or other types of derivative financial instruments. There have been no material changes in the Company's market risk from March 31, 2000. For further information regarding the Company's market risk, refer to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000. -29- 33 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 27, 2000, Centex held its Annual Meeting of Stockholders. At the Annual Meeting, Dan W. Cook, III, Laurence E. Hirsch, and Charles H. Pistor, Jr. were elected as directors to serve for a three-year term until the 2003 Annual Meeting. Voting results for these nominees are summarized as follows:
Number of Shares ------------------------------- For Withheld ------------- ----------- Dan W. Cook, III 48,072,329 172,394 Laurence E. Hirsch 48,069,733 174,990 Charles H. Pistor, Jr. 48,069,204 175,519
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (1) Exhibits Exhibit 10.1 Centex Corporation Amended and Restated 1987 Stock Option Plan (Filed herewith) Exhibit 10.2 Third Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (Filed herewith) Exhibit 27.1 Financial Data Schedule (2) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended September 30, 2000. -30- 34 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 13, 2000 /s/ Leldon E. Echols ------------------------------ Leldon E. Echols Executive Vice President and Chief Financial Officer (principal financial officer) November 13, 2000 /s/ John S. Worth, Sr. ------------------------------ John S. Worth, Sr. Vice President and Controller (chief accounting officer) -31- 35 3333 HOLDING CORPORATION AND SUBSIDIARY CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION CONDENSED COMBINING FINANCIAL STATEMENTS ITEM 1. The condensed combining financial statements include the accounts of 3333 Holding Corporation and subsidiary ("Holding") and Centex Development Company, L.P. and subsidiaries (the "Partnership") (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. The Companies suggest 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 combining 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. -32- 36 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES CONDENSED COMBINING STATEMENTS OF OPERATIONS (Dollars in thousands, except per unit/share data) (unaudited)
--------------------------------------------------------------------------------------- For the Three Months Ended September 30, --------------------------------------------------------------------------------------- 2000 1999 ------------------------------------------ ----------------------------------------- Centex Centex Development Development Company, L.P. 3333 Holding Company, L.P. 3333 Holding and Corporation and Corporation Combined Subsidiaries and Subsidiary Combined Subsidiaries and Subsidiary -------- ------------ -------------- -------- ------------ -------------- REVENUES $ 70,641 $ 70,641 $ -- $ 91,130 $ 91,130 $ 154 COSTS AND EXPENSES 71,416 71,298 118 90,763 90,261 656 -------- ------------ -------------- -------- ------------ -------------- EARNINGS (LOSS) BEFORE INCOME TAXES (775) (657) (118) 367 869 (502) INCOME TAXES (589) (589) -- 311 311 -- -------- ------------ -------------- -------- ------------ -------------- NET EARNINGS (LOSS) $ (186) $ (68) $ (118) $ 56 $ 558 $ (502) ======== ============ ============== ======== ============ ============== NET EARNINGS ALLOCABLE TO LIMITED PARTNER $ (68) $ 558 ============ ============ EARNINGS (LOSS) PER UNIT/SHARE $ (0.96) $ 118 $ 9.09 $ (502) ============ ============== ============ ============== WEIGHTED-AVERAGE UNITS/SHARES OUTSTANDING 70,669 1,000 61,399 1,000
See notes to condensed combining financial statements. -33- 37 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES CONDENSED COMBINING STATEMENTS OF OPERATIONS (Dollars in thousands, except per unit/share data) (unaudited)
-------------------------------------------------------------------------------------- For the Six Months Ended September 30, -------------------------------------------------------------------------------------- 2000 1999 ----------------------------------------- ----------------------------------------- Centex Centex Development Development Company, L.P. 3333 Holding Company, L.P. 3333 Holding and Corporation and Corporation Combined Subsidiaries and Subsidiary Combined Subsidiaries and Subsidiary -------- ------------ -------------- -------- ------------ -------------- REVENUES $141,758 $ 141,757 $ 1 $169,799 $ 169,799 $ 304 COSTS AND EXPENSES 141,486 141,263 223 169,151 168,076 1,379 -------- ------------ -------------- -------- ------------ -------------- EARNINGS (LOSS) BEFORE INCOME TAXES 272 494 (222) 648 1,723 (1,075) INCOME TAXES 57 57 -- 572 572 -- -------- ------------ -------------- -------- ------------ -------------- NET EARNINGS (LOSS) $ 215 $ 437 $ (222) $ 76 $ 1,151 $ (1,075) ======== ============ ============== ======== ============ ============== NET EARNINGS ALLOCABLE TO LIMITED PARTNER $ 437 $ 1,151 ============ ============ EARNINGS (LOSS) PER UNIT/SHARE $ 6.33 $ (222) $ 19.08 $ (1,075) ============ ============== ============ ============== WEIGHTED-AVERAGE UNITS/SHARES OUTSTANDING 69,022 1,000 60,340 1,000
See notes to condensed combining financial statements. -34- 38 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES CONDENSED COMBINING BALANCE SHEETS (Dollars in thousands)
------------------------------------------------------------------------------------ SEPTEMBER 30, 2000* March 31, 2000** ---------------------------------------- ---------------------------------------- Centex Centex Development Development Company, L.P. 3333 Holding Company, L.P. 3333 Holding and Corporation and Corporation Combined Subsidiaries and Subsidiary Combined Subsidiaries and Subsidiary -------- ------------ -------------- -------- ------------ -------------- ASSETS Cash $ 5,968 $ 5,966 $ 2 $ 58,314 $ 58,298 $ 16 Accounts Receivable 4,232 9,722 -- 13,077 17,948 6 Notes Receivable 2,958 2,958 -- 3,131 3,131 -- Inventories 374,706 373,076 1,630 329,941 328,928 1,013 Investments - Commercial Properties, net 65,786 65,786 -- 61,420 61,420 -- Real Estate Joint Ventures 2,383 2,383 -- 2,595 2,595 -- Affiliate -- -- 1,716 -- -- 1,716 Property and Equipment, net 3,252 3,174 78 3,578 3,481 97 Other Assets - Goodwill, net 29,326 29,326 -- 30,727 30,727 -- Deferred Charges and Other 15,920 15,745 175 8,835 8,660 175 -------- ------------ -------------- -------- ------------ -------------- $504,531 $ 508,136 $ 3,601 $511,618 $ 515,188 $ 3,023 ======== ============ ============== ======== ============ ============== LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $118,720 $ 119,002 $ 5,782 $118,693 $ 119,162 $ 4,982 Notes Payable 313,551 313,551 -- 323,740 323,740 -- -------- ------------ -------------- -------- ------------ -------------- Total Liabilities 432,271 432,553 5,782 442,433 442,902 4,982 -------- ------------ -------------- -------- ------------ -------------- Stockholders' Equity and Partners' Capital 72,260 75,583 (2,181) 69,185 72,286 (1,959) -------- ------------ -------------- -------- ------------ -------------- $504,531 $ 508,136 $ 3,601 $511,618 $ 515,188 $ 3,023 ======== ============ ============== ======== ============ ==============
* Unaudited. ** Condensed from audited financial statements. See notes to condensed combining financial statements. -35- 39 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES CONDENSED COMBINING STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited)
---------------------------------------------------------------------------------------- For the Six Months Ended September 30, ---------------------------------------------------------------------------------------- 2000 1999 ------------------------------------------ ------------------------------------------ Centex Centex Development Development Company, L.P. 3333 Holding Company, L.P. 3333 Holding and Corporation and Corporation Combined Subsidiaries and Subsidiary Combined Subsidiaries and Subsidiary -------- ------------ -------------- -------- ------------ -------------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings (Loss) $ 215 $ 437 $ (222) $ 76 $ 1,151 $ (1,075) Adjustments: Depreciation and Amortization 2,433 2,413 20 1,748 1,726 22 Equity in Earnings from Joint Ventures (168) (168) -- -- -- (7) Decrease in Receivables 6,483 6,477 6 479 475 4 Decrease in Notes Receivable 117 117 -- 14 14 -- (Increase) Decrease in Inventories (63,358) (62,741) (617) 8,186 8,407 (221) Increase in Commercial Properties (5,250) (5,250) -- -- -- -- (Increase) Decrease in Other Assets (10,251) (10,251) -- (3,730) (3,851) 121 Increase in Payables and Accruals 10,056 9,256 800 7,232 5,518 1,733 -------- ------------ -------------- -------- ------------ -------------- (59,723) (59,710) (13) 14,005 13,440 577 -------- ------------ -------------- -------- ------------ -------------- CASH FLOWS - INVESTING ACTIVITIES Decrease (Increase) in Advances to Joint Ventures and Investment in Affiliate 380 380 -- (603) (603) (12) (Increase) Decrease in Property and Equipment, net (180) (179) (1) (32) (33) 1 -------- ------------ -------------- -------- ------------ -------------- 200 201 (1) (635) (636) (11) -------- ------------ -------------- -------- ------------ -------------- CASH FLOWS - FINANCING ACTIVITIES Increase (Decrease) in Notes Payable 9,154 9,154 -- 3,685 4,267 (582) -------- ------------ -------------- -------- ------------ -------------- 9,154 9,154 -- 3,685 4,267 (582) -------- ------------ -------------- -------- ------------ -------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,977) (1,977) -- 356 356 -- -------- ------------ -------------- -------- ------------ -------------- NET (DECREASE) INCREASE IN CASH (52,346) (52,332) (14) 17,411 17,427 (16) CASH AT BEGINNING OF PERIOD 58,314 58,298 16 364 331 33 -------- ------------ -------------- -------- ------------ -------------- CASH AT END OF PERIOD $ 5,968 $ 5,966 $ 2 $ 17,775 $ 17,758 $ 17 ======== ============ ============== ======== ============ ============== SUPPLEMENTAL DISCLOSURES: Increase in Notes Payable Related to an Acquisition $ -- $ -- -- $253,812 $ 253,812 -- Issuance of Class C Units in Exchange for Assets $ 3,327 $ 3,327 -- $ 2,152 $ 2,152 --
See notes to condensed combining financial statements. -36- 40 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (unaudited) (A) In March 1987, Centex Development Company, L.P. (the "Partnership"), a master limited partnership, was formed to enable holders of Centex Corporation ("Centex") stock to participate in long-term real estate development projects whose dynamics are inconsistent with Centex's traditional financial objectives. Certain of Centex's subsidiaries contributed to the Partnership certain properties at their historical cost basis in exchange for 1,000 limited partnership units ("Class A Units"). The Partnership is managed by its general partner, 3333 Development Corporation ("Development"), which is in turn wholly-owned by 3333 Holding Corporation ("Holding"). Holding is a separate public company whose stock trades in tandem with Centex's stock. The common stock of Holding was distributed in 1987 (with warrants to purchase approximately 80% of the Class B limited partnership units in the Partnership) as a dividend to the stockholders of Centex. The securities, held by a nominee on behalf of the stockholders, will trade in tandem with the common stock of Centex until such time as they are detached. The securities may be detached at any time by Centex's Board of Directors but the warrants to purchase Class B Units automatically become detached in November 2007. The stockholders of Centex elect the four-person Board of Directors of Holding. Three of the Board members, representing the majority of the Board, are independent outside directors who are also not directors of Centex. Thus, through Holding, the stockholders of Centex control the general partner of the Partnership. The general partner and independent board of Holding manage how the Partnership conducts its activities, including the sales, development, maintenance and zoning of properties. The general partner, acting on behalf of the Partnership, may sell or acquire properties, including the contributed property, and enter into other business transactions without the consent of the limited partners. In addition, the limited partners cannot remove the general partner. See Note (C) 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 and Subsidiaries. (B) Holding has a service agreement with Centex Service Company, a wholly-owned subsidiary of Centex, whereby Centex Service Company provides certain development, tax, accounting and other similar services for Holding. This agreement was amended for fiscal 2001 to increase the monthly fee from $30,000 per month to $86,000 per month to reimburse Centex for the estimated cost of the expanded services it now provides to Holding. -37- 41 The Partnership sells lots to Centex Homes pursuant to certain purchase and sale agreements. Revenues from these sales were zero for the three and six months ended September 30, 2000, and $1.2 million and $4.3 million for the three and six months ended September 30, 1999, respectively. Gains associated with the sales for the three and six months ended September 30, 1999 were $65,000 and $173,000, respectively. (C) A summary of comprehensive income for the three and six months ended September 30, 2000 is presented below (dollars in thousands):
---------------------------------------------------------- For the Three Months Ended For the Six Months Ended September 30, 2000 September 30, 2000 -------------------------- ------------------------- Net Earnings (Loss) $ (186) $ 215 Accumulated Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (197) (467) -------- -------- Comprehensive Income (Loss) $ (383) $ (252) ======== ========
(D) A summary of changes in stockholders' equity and partners' capital is presented below (dollars in thousands):
Centex Development Company, L.P. 3333 Holding Corporation and Subsidiaries and Subsidiary ------------------------------------ ------------------------------------ Class B General Limited Capital In Retained Unit Partner's Partner's Stock Excess of Earnings Combined Warrants Capital Capital Warrants Par Value (Deficit) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at March 31, 2000 $ 69,185 $ 500 $ 1,142 $ 70,644 $ 1 $ 800 $ (2,760) Partnership Units Issued in Exchange for Assets 3,327 -- -- 3,327 -- -- -- Net Earnings 215 -- -- 437 -- -- (222) Accumulated Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (467) -- -- (467) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- BALANCE AT SEPTEMBER 30, 2000 $ 72,260 $ 500 $ 1,142 $ 73,941 $ 1 $ 800 $ (2,982) ========== ========== ========== ========== ========== ========== ==========
During fiscal year 1998, the partnership agreement governing the Partnership was amended to allow for the issuance of a new class of limited partnership units, Class C Preferred Partnership Units ("Class C Units"), to be issued in exchange for assets. During the six months ended September 30, 2000, 3,327 Class C Units were issued in exchange for assets with a fair market value of $3.3 million to Centex Homes, the Partnership's sole limited partner. -38- 42 The partnership agreement provides that Class A and Class C limited partners are entitled to a cumulative preferred return of 9% per annum on the average outstanding balance of their Unrecovered Capital. Unrecovered Capital represents initial capital contributions reduced by repayments thereof and is the basis for preference accruals. Unrecovered Capital for Class A and Class C limited partners aggregated approximately $71 million as of September 30, 2000 and as of that date preference payments in arrears totaled $18 million. No preference payments were made during fiscal 2000 or fiscal 2001 year to date. (E) On April 15, 1999 Centex Development Company UK Limited ("CDC-UK"), a company incorporated in England and Wales and a wholly-owned subsidiary of the Partnership, closed its acquisition of all of the voting shares of Fairclough Homes Group Limited, a British home builder ("Fairclough"). The purchase price at closing (approximately $225 million) was paid by the delivery of two-year non-interest bearing promissory notes. Additionally, the seller of the voting shares retained non-voting preference shares in Fairclough that will entitle it to receive substantially all of the net, after tax earnings of Fairclough until March 31, 2001. During that time period CDC-UK may, however, participate in Fairclough's earnings in excess of certain specified levels. However, because the non-voting preference shares retained by the seller have the characteristics of debt, the preference obligations are being reported as interest expense in the financial statements. A major portion of the promissory notes is secured by a letter of credit obtained by the Partnership from a United Kingdom bank. During the period between April 15, 1999 to March 31, 2001, Fairclough's operations will be carried out subject to certain guidelines negotiated with the seller. After March 31, 2001, CDC-UK will redeem, for a nominal value, the preference shares. The purchase of Fairclough has been accounted for using the purchase method of accounting, pursuant to which the total cost of the acquisition has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values. The allocation of the purchase price is as follows (dollars in thousands): Inventories, Property and Equipment, and Other $ 270,450 Goodwill 34,904 Notes Issued and Liabilities Assumed (303,649) ------------ Cash Paid $ 1,705 ============
(F) The Companies operate in five principal business segments: International Home Building, Domestic Home Building, Commercial Development, Multi-Family Development, and Land Sales. All of the segments operate in the United States except for International Home Building, which acquires and develops residential properties and constructs single and multi-family housing units in the United Kingdom. International Home Building currently operates in the United Kingdom. -39- 43 INTERNATIONAL HOME BUILDING The following tables set forth financial information relating to the International Home Building operations for the three and six months ended September 30, 2000 and 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 59,702 $ 67,564 Costs and Expenses (53,270) (58,720) Selling, General & Administrative Expenses (5,524) (6,003) Interest (1,760) (2,530) ------------ ------------ Operating (Loss) Earnings $ (852) $ 311 ============ ============ ------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 123,874 $ 137,091 Costs and Expenses (108,591) (119,816) Selling, General & Administrative Expenses (11,184) (11,168) Interest (4,296) (5,535) ------------ ------------ Operating (Loss) Earnings $ (197) $ 572 ============ ============
DOMESTIC HOME BUILDING The following tables set forth financial information relating to the Domestic Home Building operations for the three and six months ended September 30, 2000 and 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 8,253 $ 2,587 Cost of Sales (7,121) (2,212) Selling, General & Administrative Expenses (551) (339) ------------ ------------ Operating Earnings $ 581 $ 36 ============ ============
-40- 44
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 11,699 $ 5,990 Cost of Sales (10,141) (5,145) Selling, General & Administrative Expenses (973) (719) ------------ ------------ Operating Earnings $ 585 $ 126 ============ ============
COMMERCIAL DEVELOPMENT The following tables set forth financial information relating to the Commercial Development operations for the three and six months ended September 30, 2000 and 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,422 Rental Income 2,538 1,076 Cost of Sales -- (1,094) Selling, General & Administrative Expenses (1,454) (575) Interest (1,018) (440) ------------ ------------ Operating Earnings $ 66 $ 389 ============ ============ ------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,864 Rental Income 4,918 1,720 Cost of Sales -- (1,382) Selling, General & Administrative Expenses (2,935) (907) Interest (2,025) (731) ------------ ------------ Operating (Loss) Earnings $ (42) $ 564 ============ ============
-41- 45 MULTI-FAMILY DEVELOPMENT The following tables set forth financial information relating to the Multi-Family operation for the three and six months ended September 30, 2000 and 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 4 $ 17,154 Cost of Sales -- (17,049) Selling, General & Administrative Expenses (555) (495) Interest -- (3) ------------ ------------ Operating Loss $ (551) $ (393) ============ ============
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 1,008 $ 17,154 Cost of Sales -- (17,049) Selling, General & Administrative Expenses (1,031) (1,030) Interest -- (15) ------------ ------------ Operating Loss $ (23) $ (940) ============ ============
LAND SALES The following tables set forth financial information relating to the Land Sales operations for the three and six months ended September 30, 2000 and 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,222 Other Revenues 144 105 Cost of Sales -- (1,157) Selling, General & Administrative Expenses (163) (146) ------------ ------------ Operating (Loss) Earnings $ (19) $ 24 ============ ============
-42- 46
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 5,746 Other Revenues 259 234 Cost of Sales -- (5,404) Selling, General & Administrative Expenses (310) (250) ------------ ------------ Operating (Loss) Earnings $ (51) $ 326 ============ ============
(G) Certain prior year balances have been reclassified to be consistent with the September 30, 2000 presentation. -43- 47 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS On a combined basis, the Companies' revenues for the three and six months ended September 30, 2000 totaled $70.6 million and $141.8 million, respectively. Revenues of $91.1 million and $169.8 million were reported for the three and six months ended September 30, 1999, respectively. Operating results for the three and six months ended September 30, 2000 reflect a $186,000 loss for the quarter and $215,000 of net earnings for the year to date period, respectively, compared to net earnings of $56,000 and $76,000 for the same periods last year. The significant decrease in revenues for the three and six months ended September 30, 2000 compared to the same periods last year primarily resulted from decreased sales revenue in the Companies' Land Sales, Multi-Family and International Homebuilding business segments. INTERNATIONAL HOME BUILDING The following summarizes International Home Building's results for the three and six months ended September 30, 2000, compared to the three and six months ended September 30, 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 59,702 $ 67,564 Costs and Expenses (53,270) (58,720) Selling, General & Administrative Expenses (5,524) (6,003) Interest (1,760) (2,530) ------------ ------------ Operating (Loss) Earnings $ (852) $ 311 ============ ============ ------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 123,874 $ 137,091 Costs and Expenses (108,591) (119,816) Selling, General & Administrative Expenses (11,184) (11,168) Interest (4,296) (5,535) ------------ ------------ Operating (Loss) Earnings $ (197) $ 572 ============ ============
International Home Building's operating results include results for Fairclough, its parent holding company, and goodwill amortization attributable to the Fairclough acquisition. The preferred distribution to the seller totaled $1.8 and $4.3 million for the three and six months ended September 30, 2000, respectively. Although preferred stock is ordinarily treated as an equity security, in this case the preferred stock has the essential characteristics of debt and, among other things, has a nominal residual interest value that is mandatorily redeemable in two years. Therefore, the preferred stock has been treated as debt and the preferred distribution has been recorded as interest expense. -44- 48 DOMESTIC HOME BUILDING The following summarizes Domestic Home Building's results for the three and six months ended September 30, 2000, compared to the three and six months ended September 30, 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 8,253 $ 2,587 Cost of Sales (7,121) (2,212) Selling, General & Administrative Expenses (551) (339) ------------ ------------ Operating Earnings $ 581 $ 36 ============ ============ Units Closed 32 8 ============ ============ Gross Margin Per Unit $ 35 $ 47 ============ ============ ------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 11,699 $ 5,990 Cost of Sales (10,141) (5,145) Selling, General & Administrative Expenses (973) (719) ------------ ------------ Operating Earnings $ 585 $ 126 ============ ============ Units Closed 49 29 ============ ============ Gross Margin Per Unit $ 32 $ 29 ============ ============
During the three and six months ended September 30, 2000 and 1999, revenues resulted from sales of single-family homes in New Jersey. -45- 49 COMMERCIAL DEVELOPMENT The following summarizes Commercial Development's results for the three and six months ended September 30, 2000, compared to the three and six months ended September 30, 1999 (dollars and square feet in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,422 Rental Income 2,538 1,076 Cost of Sales -- (1,094) Selling, General & Administrative Expenses (1,454) (575) Interest (1,018) (440) ------------ ------------ Operating Earnings $ 66 $ 389 ============ ============ Operating Square Feet 1,104 670 ============ ============
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,864 Rental Income 4,918 1,720 Cost of Sales -- (1,382) Selling, General & Administrative Expenses (2,935) (907) Interest (2,025) (731) ------------ ------------ Operating (Loss) Earnings $ (42) $ 564 ============ ============ Operating Square Feet 1,104 670 ============ ============
During the three and six months ended September 30, 2000, construction was completed on 100,000 and 128,000 square feet of office and industrial space, respectively. At September 30, 2000, the Company owned, either directly or through interests in joint ventures, 1,104,000 square feet of office and industrial space in California, Texas, Florida, North Carolina and Massachusetts. This space consists of thirteen properties ranging in size from 11,000 square feet to 218,000 square feet. As of September 30, 2000, the occupancy level ranged from 35% to 100%, with an average occupancy level of 86%. The rental income from these properties increased during the three and six months ended September 30, 2000, compared to the same period last year due to the addition of 386,000 square feet of operating properties. Sales revenues for the three and six months ended September 30, 1999 consisted of the sale of land in Texas and California. -46- 50 MULTI-FAMILY DEVELOPMENT The following summarizes Multi-Family Development's ("Multi-Family") results for the three and six months ended September 30, 2000, compared to the three and six months ended September 30, 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 4 $ 17,154 Cost of Sales -- (17,049) Selling, General & Administrative Expenses (555) (495) Interest -- (3) ------------ ------------ Operating Loss $ (551) $ (393) ============ ============
------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Revenues $ 1,008 $ 17,154 Cost of Sales -- (17,049) Selling, General & Administrative Expenses (1,031) (1,030) Interest -- (15) ------------ ------------ Operating Loss $ (23) $ (940) ============ ============
During the six months ended September 30, 2000, a Multi-Family joint venture closed on the sale of a 182-unit apartment complex in College Station, Texas. -47- 51 LAND SALES The following summarizes Land Sales' results for the three and six months ended September 30, 2000, compared to the three and six months ended September 30, 1999 (dollars in thousands):
------------------------------ For the Three Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 1,222 Other Revenues 144 105 Cost of Sales -- (1,157) Selling, General & Administrative Expenses (163) (146) ------------ ------------ Operating (Loss) Earnings $ (19) $ 24 ============ ============ ------------------------------ For the Six Months Ended September 30, ------------------------------ 2000 1999 ------------ ------------ Sales Revenues $ -- $ 5,746 Other Revenues 259 234 Cost of Sales -- (5,404) Selling, General & Administrative Expenses (310) (250) ------------ ------------ Operating (Loss) Earnings $ (51) $ 326 ============ ============
Other Revenues for the three and six months ended September 30, 2000 included $98,000 and $145,000 of earnings in joint ventures, respectively, and $46,000 and $114,000 in interest income, respectively. Sales for the three months ended September 30, 1999 comprised lot sales to Centex Homes in Texas and Florida totaling $1.2 million. Sales for the six months ended September 30, 1999 comprised lot sales to Centex Homes in Florida and Texas totaling $4.3 million, plus the sale of 5 acres of commercial property in Texas. LIQUIDITY AND CAPITAL RESOURCES During the six months ended September 30, 2000, 3,327 Class C Preferred Partnership Units were issued in exchange for assets with a fair market value of $3.3 million. Also during the six months ended September 30, 2000, the Companies drew $15.9 million on existing project loans and closed on a permanent loan in the amount of $3.7 million. Development operations are not anticipated to provide a significant source of earnings or liquidity for the Companies for the next 12 to 18 months. As a result, the revenues, earnings and liquidity of the Companies will continue to be largely dependent on the sale of single-family homes, land sales, and the sale or permanent financing of development projects. The Companies believe that the cash flows from these sources will be sufficient to provide the necessary funding for current and future needs. -48- 52 FORWARD-LOOKING STATEMENTS The Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Companies are discussing their beliefs, estimates or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Companies' actual performance and results of operations include the following: general economic conditions and interest rates; the cyclical and seasonal nature of the Companies' business; changes in property taxes; changes in federal income tax laws; governmental regulation; changes in governmental and public policy; changes in economic conditions specific to any one or more of the Companies' markets and businesses; competition; availability of raw materials; and unexpected operations difficulties. Other risks and uncertainties may also affect the outcome of the Companies' actual performance and results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the Companies' market risk from March 31, 2000. For more information regarding the Companies' market risk, refer to the Companies' Annual Report on Form 10-K for the fiscal year March 31, 2000. -49- 53 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 27, 2000, 3333 Holding Corporation held its Annual Meeting of Stockholders. At the Annual Meeting, Josiah O. Low, III, David M. Sherer, Stephen M. Weinberg, and Roger O. West were elected as directors to serve for a one year term until the 2001 Annual Meeting. Voting results for these nominees are summarized as follows:
Number of Shares ------------------------------- For Withheld ----------- -------------- Josiah O. Low, III 798 3 David M. Sherer 798 3 Stephen M. Weinberg 798 3 Roger O. West 798 3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (1) Exhibits 27.2 Financial Data Schedule 27.3 Financial Data Schedule (2) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended September 30, 2000. -50- 54 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 13, 2000 /s/ Stephen M. Weinberg ----------------------------------------- Stephen M. Weinberg Director and President (principal executive officer) November 13, 2000 /s/ Todd D. Newman ----------------------------------------- Todd D. Newman Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer and chief accounting officer) -51- 55 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 13, 2000 /s/ Stephen M. Weinberg -------------------------------------- Stephen M. Weinberg Director and President (principal executive officer) November 13, 2000 /s/ Todd D. Newman -------------------------------------- Todd D. Newman Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer and chief accounting officer) -52- 56 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ----------- 10.1 Centex Corporation Amended and Restated 1987 Stock Option Plan 10.2 Third Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan 27.1 Financial Data Schedule 27.2 Financial Data Schedule 27.3 Financial Data Schedule
EX-10.1 2 d81268ex10-1.txt AMENDED AND RESTATED 1987 STOCK OPTION PLAN 1 EXHIBIT 10.1 CENTEX CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN 1. PURPOSE The purpose of this Plan is to assist Centex Corporation, a Nevada corporation, in attracting and retaining as officers and key employees of the Company and its Affiliates, and as non-employee directors of the Company, individuals of training, experience and ability and to furnish additional incentive to such individuals by encouraging them to become owners of Shares of the Company's capital stock, by granting to such individuals Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing. 2. DEFINITIONS Unless the context otherwise requires, the following words as used herein shall have the following meanings: "Act" -- The Securities Exchange Act of 1934, as amended. "Affiliates" -- Any corporation or other entity which is a direct or indirect parent or subsidiary (including, without limitation, partnerships and limited liability companies) of the Company. "Agreement" -- The written agreement between the Company and the Optionee evidencing the Option granted by the Company and the understanding of the parties with respect thereto. "Board" -- The Board of Directors of the Company as the same may be constituted from time to time. "Code" -- The Internal Revenue Code of 1986, as amended from time to time. "Committee" -- The Committee provided for in Section 3 of this Plan, as such Committee may be constituted from time to time. "Company"-- Centex Corporation, a Nevada corporation. "Fair Market Value" -- If a Share is traded on one or more established market or exchanges, the closing price of the Share in the primary market or exchange on which the Share is traded, and if the Share is not so traded or the Share does not trade on the relevant date, the value determined in good faith by the Board. For purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value of stock shall be determined without regard to any restriction other than one which, by its terms, will never lapse. "Incentive Option" -- Stock Options that are intended to satisfy the requirements of Section 422 of the Code and Section 16 of this Plan. "Non-employee Director" -- An individual who satisfies the requirements of Rule 16b-3 promulgated under the Act. 1 2 "Nonqualified Options" -- Stock Options which do not satisfy the requirements of Section 422 of the Code. "Option" -- An option to purchase one or more Shares of the Company granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option. "Optionee" -- An individual who has been granted an Option under this Plan and who has executed a written option Agreement with the Company. "Plan"-- This Centex Corporation 1987 Stock Option Plan. "Permitted Transferees" -- (i) members of the Optionee's immediate family, (ii) one or more trusts for the benefit of such members of the Optionee's immediate family, (iii) partnerships in which such immediate family members are the only partners and (iv) limited liability companies in which such immediate family members are the only members. "Restricted Stock" -- Shares issued pursuant to Section 19 of the Plan. "Senior Management" -- Members of the senior management group of the Company and its Affiliates, such senior managers to be identified by the Chairman and Vice Chairman of the Board of the Company. "Share" -- A share of the Company's present twenty-five cents ($0.25) par value common stock and any share or shares of capital stock or other securities of the Company hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine. 3. ADMINISTRATION The Plan shall be administered by a committee (the "Committee") comprised of two or more Non-employee Directors appointed by the Board from time to time. The Committee shall (a) select the eligible employees or directors who are to receive Options or awards of Restricted Stock under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of Options or awards of Restricted Stock, (c) interpret the Plan, and (d) make all other determinations necessary or advisable for the administration of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. 4. SHARES SUBJECT TO PLAN (a) A maximum of 7,065,139 Shares shall be subject to grants of Options and awards of Restricted Stock under the Plan; provided that such maximum shall be increased or decreased as provided below in Section 12. (b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, that no Option shall be granted and no Restricted Stock shall be awarded after May 19, 2001. (c) Should any Option expire or be cancelled without being fully exercised, or should any Restricted Stock previously awarded be reacquired by the Company, the number of Shares with respect to which such Option 2 3 shall not have been exercised prior to its expiration or cancellation and the number of Shares of such Restricted Stock so reacquired may again be optioned or awarded pursuant to the provisions hereof. (d) Any Shares withheld pursuant to subsection 18(c) shall not be available after such withholding for being optioned or awarded pursuant to the provisions hereof. 5. ELIGIBILITY Eligibility for the receipt of the grant of Options under the Plan shall be confined to (a) a limited number of persons who are employed by the Company, or one or more of its Affiliates and who are officers of or who, in the opinion of the Committee, hold other key positions in or for the Company or one or more of its Affiliates and (b) directors of the Company, including directors who are not employees of the Company or its Affiliates; provided that only employees of the Company or its Affiliates shall be eligible for the grant of Incentive Options. In addition, an individual who becomes a director of the Company, but who is not at the time he becomes a director also an employee of the Company, shall not be eligible for a grant of Options or an award of Restricted Stock, and shall not be eligible for the grant of an option, stock allocation, or stock appreciation right under any other plan of the Company or its affiliates (within the meaning of Rule 12b-2 promulgated under the Act) until the Board expressly declares such person eligible by resolution. In no event may an Option be granted to an individual who is not an employee of the Company or an Affiliate or a director of the Company. 6. GRANTING OF OPTIONS (a) From time to time while the Plan is in effect, the Committee may in its absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its absolute discretion, determine the number of Shares to be allotted for option to each person so selected; provided, however, that the total number of Shares subject to Options granted to any one person, including directors of the Company, when aggregated with the number of Shares of Restricted Stock awarded to such person, shall not exceed 706,513 Shares. (b) Each person so selected shall be offered an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. Each such person shall have a reasonable period of time, to be fixed by the Committee, within which to accept or reject the proffered Option. Failure to accept within the period so fixed may be treated as a rejection. (c) Each person who accepts an Option offered to him shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event an individual is granted both one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one each for the Incentive Option grants and one each for the Nonqualified Options grants. The date which the Committee specifies to be the grant date of an Option to an individual shall constitute the date on which the Option covered by such Agreement is granted. In no event, however, shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual signing of the Agreement by the Company and the Optionee. 7. OPTION PRICE The option price for each Share covered by each Incentive Option shall not be less than the greater of (a) the par value of each such Share or (b) the Fair Market Value of the Share at the time such Option is granted, except as provided hereinafter. The option price for each Share covered by each Nonqualified Option shall not 3 4 be less than the greater of (a) the par value of each such Share or (b) 85% of the Fair Market Value of the Share at the time the Option is granted; provided, however, that the number of Shares covered by Nonqualified Options granted under this Plan that have an option price less than the Fair Market Value of a Share at the time the respective Option is granted shall not exceed 10% of the total number of Shares authorized to be issued under this Plan. If the Company or an Affiliate agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation (any of such events being referred to herein as a "Corporate Transaction"), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the stock at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption; provided, however, in no event shall -- (a) the excess of the aggregate Fair Market Value of the Share subject to the Option immediately after the substitution or assumption over the aggregate option price of such Shares be more than the excess of the aggregate Fair Market Value of all Shares subject to the Option immediately prior to the substitution or assumption over the aggregate option price of such Shares (b) in the case of an Incentive Option, the new Option or the assumption of the old Option give the Optionee additional benefits which he would not have under the old Option; or (c) the ratio of the option price to the Fair Market Value of the stock subject to the Option immediately after the substitution or assumption be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the stock subject to the old Option immediately prior such substitution or assumption, on a Share by Share basis. Notwithstanding the above, the provisions of this Section 7 with respect to the Option price in the event of a Corporate Transaction shall, in case of an Incentive Option, be subject to the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder. In the case of an Incentive Option, in the event of a conflict between the terms of this Section 7 and the above cited statute, regulations, and rulings, or in the event of an omission in this Section 7 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length. 8. OPTION PERIOD (a) Each Option shall run for such period of time as the Committee may specify, but in no event for longer than ten (10) years from the date when the Option is granted, including the period of time provided in subsections (i) and (ii) of this subsection (a); and subject to such limits, and the further condition that, unless designated otherwise by the Committee, no Incentive Option shall become exercisable prior to one year from the date of its grant, (i) Except as provided below in this subsection (i), all rights to exercise an Option shall terminate within three months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or after the date the Optionee ceases to be a director of the Company, whichever may occur later, for any reason other than death, except that, (x) in the case of a Nonqualified Option which is held by an Optionee who is, on the date of cessation referred to in this clause, an officer or director of the Company (within the meanings thereof under Section 16b) of the Act), all rights to exercise such Option shall terminate within seven months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or, if later, after the date the Optionee ceases to be a director of the Company, for any reason other than death; and, except that, (y) the Committee, in 4 5 its discretion, may provide in new Option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise a Nonqualified Option to the maximum permissible period for which such Optionee's Option would have been exercisable in the absence of the Optionee's ceasing to be an employee of the Company and its Affiliates or ceasing to be a director of the Company; and, except that (z) in case the employment of the Optionee is terminated for cause, the Option shall thereafter be null and void for all purposes. (ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, or ceases to be a director of the Company, whichever may occur later, by reason of his death, all rights to exercise such Option shall terminate fifteen (15) months thereafter. (iii) If an Option is granted with a term shorter than ten (10) years, the Committee may extend the term of the Option, but for not more than ten (10) years from the date when the Option was originally granted. 9. OPTIONS NOT TRANSFERABLE No Option or interest therein shall be transferable by the person to whom it is granted otherwise than by will or by the applicable laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide in the Agreement relating to the grant of an Option that the Optionee may transfer such Option, without consideration, to members of the Optionee's immediate family or to one or more trusts for the benefit of such immediate family members or partnerships in which such immediate family members are the only partners. For purposes of this Section 9, "immediate family" shall mean the Optionee's spouse, parents, children (including adopted children) and grandchildren. Further, notwithstanding the foregoing, the Committee may, in its sole discretion, provide in each of those Agreements relating to the grant of an Option whose term will expire in 2000, 2001, 2003, 2004, 2005, 2006 or 2007 that a Director or Senior Management Optionee may transfer such Option to one or more Permitted Transferees with or without consideration to the Optionee provided that the following conditions are satisfied with respect to such transfer: (i) such transfer is made pursuant to the program that the Company has created to facilitate the reduction of its stock option overhang and is accomplished on or before March 5, 2000; (ii) the Permitted Transferee exercises the Option not more than 30 days following such transfer; (iii) all fees and expenses charged by accounting firms, law firms and all other third party consultants in connection with such transfer are paid by the Optionee, and such fees and expenses are not otherwise paid or reimbursed by the Company or any of its Affiliates; (iv) the Permitted Transferee agrees to be bound by all of the terms of the Agreement, except that once transferred by the Optionee to such Permitted Transferee, the Option may not be subsequently transferred except back to the Optionee; (v) if the consideration tendered by the Permitted Transferee for the Option is a term obligation, the principal amount under such term obligation will be due in full no later than the fifth anniversary of the Option's expiration date; and (vi) the Permitted Transferee agrees to inform the Company's Stock Plan Administrator upon (a) the sale or other transfer of the shares underlying the Option and (b) any other event or action taken by the Permitted Transferee with respect to the Option, the shares underlying the Option or the consideration for the Option, where such event or action will give rise to a recognizable event for the Company. 10. EXERCISE OF OPTIONS (a) During the lifetime of an Optionee only he or his guardian or legal representative or transferee may exercise an Option granted to him. In the event of his death, any then exercisable portion of his Option may, within fifteen (15) months thereafter, or earlier date of termination of the Option, be exercised in whole or in part 5 6 by any person empowered to do so under the deceased Optionee's will or under the applicable laws of descent and distribution. (b) At any time, and from time to time, during the period when any Option, or a portion thereof, is exercisable, such Option, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option which is partially exercised to be so exercised with respect to at least a stated minimum number of Shares. (c) Each exercise of an Option or portion or part thereof shall be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due, either in cash, by certified check or cashier's check or, with the consent of the Committee, with Shares owned by the Optionee, including an actual or deemed multiple series of exchanges of such Shares. (d) No Shares shall be issued until full payment therefor has been made, and an Optionee shall have none of the rights of a stockholder until Shares are issued to him. (e) Nothing herein or in any Agreement executed or Option granted hereunder shall require the Company to issue any Shares upon exercise of an Option if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or portion or part thereof, the Optionee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purpose of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares subject to the Option shall be included in a registration statement filed by the Company, or one of its Affiliates, such investment representation shall be abrogated. 11. DELIVERY OF STOCK CERTIFICATES As promptly as may be practicable after an Option, or a portion or part thereof, has been exercised as hereinabove provided, the Company shall make delivery of one or more certificates for the appropriate number of Shares. In the event that an Optionee exercises both an Incentive Option, or a portion thereof, and a Nonqualified Option, or a portion thereof, separate stock certificates shall be issued, one for the Shares subject to the Incentive Option and one for the Shares subject to the Nonqualified Option. 12. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS (a) If at any time while the Plan is in effect there shall be an increase or decrease in the number of issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or through any recapitalization or merger or otherwise in which the Company is the surviving corporation, resulting in a stock split-up, combination or exchange of Shares of the Company, then and in each such event: (i) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Company's issued and outstanding Shares shall continue to be subject to being so optioned and awarded; (ii) Appropriate adjustment shall be made in the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted, to the end that the 6 7 same proportion of the Company's issued and outstanding Shares in each such instance shall remain subject to purchase at the same aggregate option price; and (iii) In the case of Incentive Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder. Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred or preference stock which would rank above the Shares subject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of the Company, a merger (other than a merger effecting a reincorporation of the Company in another state) or consolidation in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Company and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Company and their proportionate interests therein immediately prior to the transaction), a transaction in which another corporation becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Company, or a change in control (as specified below), shall cause every Option then outstanding to become exercisable in full, subject to the limitation on the aggregate Fair Market Value of Shares that may become first exercisable during any calendar year set forth in Section 16, immediately prior to such dissolution, liquidation, merger, consolidation, transaction, or change in control, to the extent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability contained in the Agreements if (and only if) such Options have not at that time expired or been terminated. For purposes of this paragraph, a change in control shall be deemed to have taken place if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares of the Company having 50% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph, in the event of any such dissolution, merger, consolidation, transaction, or change in control, the Board may completely satisfy all obligations of the Company and its Affiliates with respect to any Option outstanding on the date of such event by delivering to the Optionee cash in an amount equal to the difference between the aggregate exercise price for Shares under the Option and the Fair Market Value of such Shares on the date of such event, such payment to be made within a reasonable time after such event. 13. EFFECTIVE DATE The Plan shall be effective on May 20, 1987, the date of its adoption by the Board, but shall be submitted to the stockholders of the Company for ratification at the next regular or special meeting thereof to be held within twelve (12) months after the Board shall have adopted the Plan. If at such a meeting of the stockholders of the 7 8 Company a quorum is present, the Plan shall be presented for ratification, and unless at such a meeting the Plan is ratified by the affirmative vote of a majority of the outstanding $0.25 par value common stock of the Company, then and in such event, the Plan and all Options granted under the Plan and all awards of Restricted Stock under the Plan shall become null and void and of no further force or effect. 14. AMENDMENT, SUSPENSION OR TERMINATION (a) Subject to the other terms and condition of this Plan and the limitations set forth in subsection 14(b) below, the Board may at any time amend, suspend or terminate the Plan; provided, however, that after the stockholders have ratified the Plan, the Board may not, without approval of the stockholders of the Company, amend the Plan so as to: (i) Increase the maximum number of Shares subject thereto, as specified above in Sections 4(a) and 12; or (ii) Increase the proportionate number of Shares which may be purchased pursuant to Option by any one person or awarded as Restricted Stock to any one person, as specified above in Section 6(a) or below in Section 19(a). (b) Neither the Board nor the Committee may amend the Plan or any Agreement to reduce the option price of an outstanding Option or modify, impair or cancel any existing Option without the consent of the holder thereof. 15. REQUIREMENTS OF LAW Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue Shares under any Option if the issuance thereof would constitute a violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any sale or issuance of Shares under Option the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any such law or regulation. 16. INCENTIVE STOCK OPTIONS The Committee, in its discretion, may designate any Option granted under the Plan as an Incentive Option intended to qualify under Section 422 of the Code. Any provision of the Plan to the contrary notwithstanding, (i) no Incentive Option shall be granted to any person who, at the time such Incentive Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the purchase price under such Incentive Option is at least 110 percent of the Fair Market Value of the Shares subject to an Incentive Option at the date of its grant and such Incentive Option is not exercisable after the expiration of five years from the date of its grant, and (ii) the aggregate Fair Market Value of the Shares subject to such Incentive Option and the aggregate Fair Market Value of the shares of stock of any Affiliate (or a predecessor of the Company or an Affiliate) subject to any other incentive stock option (within the meaning of Section 422 of the Code) of the Company and its Affiliates (or a predecessor corporation of any such corporation), that may become first exercisable in any calendar year, shall not (with respect to any Optionee) exceed $100,000, determined as of the date the Incentive Option is granted. For purposes of this Section 16, "predecessor corporation" means a corporation that was a party to a transaction described in Section 424(a) of the Code (or which would be so described if a substitution or assumption under such section had been effected) with the Company, or a corporation which, at the time the new incentive stock option (within the meaning of Section 422 of the Code) is granted, is an Affiliate of the Company or a predecessor corporation of any such corporations. 8 9 17. MODIFICATION OF OPTIONS Subject to the terms and conditions of and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the surrender of Options outstanding hereunder (to the extent not theretofore exercised) and authorize the granting of new Options hereunder in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing provisions of this Section 17, no modification of an Option granted hereunder shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option theretofore granted hereunder to such Optionee under the Plan, except as may be necessary, with respect to Incentive Options, to satisfy the requirements of Section 422 of the Code. 18. AGREEMENT PROVISIONS (a) Each Agreement shall contain such provisions (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and the transfer of shares thereby acquired) as the Committee shall deem advisable. Each Agreement shall identify the Option evidenced thereby as an Incentive Option or Nonqualified Option, as the case may be. Incentive Options and Nonqualified Options may not both be covered by a single Agreement. Each such Agreement relating to Incentive Options granted hereunder shall contain such limitations and restrictions upon the exercise of the Incentive Option as shall be necessary for the Incentive Option to which such Agreement related to constitute an incentive stock option, as defined in Section 422 of the Code. (b) The Plan shall be annexed to each Agreement and each Agreement shall recite that it is subject to the Plan and that the Plan shall govern where there is any inconsistency between the Plan and the Agreement. (c) Each Agreement shall contain an agreement and covenant by the Optionee, in such form as the Committee may require in its discretion, that he consents to and will take whatever affirmative actions are required, in the opinion of the Board or Committee, to enable the Company or appropriate Affiliate to satisfy its Federal income tax and FICA withholding obligations. An Agreement may contain such provisions as the Committee deems appropriate to enable the Company or its Affiliates to satisfy such withholding obligations, including provisions permitting the Company, on exercise of an Option, to withhold Shares otherwise issuable to the Optionee exercising the Option to satisfy the applicable withholding obligations. (d) Each Agreement relating to an Incentive Option shall contain a covenant by the Optionee immediately to notify the Company in writing of any disqualifying disposition (within the meaning of section 421(b) of the Code) of an Incentive Option. 19. RESTRICTED STOCK (a) Shares of Restricted Stock may be awarded by the Committee to such individuals as are eligible for grants of Options, as the Committee may determine at any time and from time to time before the termination of the Plan. The total number of Shares of Restricted Stock awarded to any one person, including directors of the Company, when aggregated with the number of Shares subject to Options in favor of such person, shall not exceed shall not exceed 706,513 Shares. (b) A Share of Restricted Stock is a Share that does not irrevocably vest in the holder or that may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied. A Share of Restricted Stock shall be subject to a minimum three-year vesting period and shall contain such other restrictions, 9 10 terms and conditions as the Committee may establish, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals. The Committee may, when it deems it appropriate, require the recipient of an award of Restricted Stock to enter into an agreement with the Company evidencing the understanding of the parties with respect to such award. If an individual receives Shares of Restricted Stock, whether or not escrowed as provided below, the individual shall be the record owner of such Shares and shall have all the rights of a stockholder with respect to such Shares (unless the escrow agreement, if any, specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear a legend similar to the following: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE ENCUMBERED IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF SUCH AWARD DATED , 19 . In order to enforce the restrictions, terms and conditions that may be applicable to an individual's Shares of Restricted Stock, the Committee may require the individual, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement in such form as shall be determined by the Committee. After the satisfaction of the terms and conditions set by the Committee at the time of an award of Restricted Stock to an individual, which award is not subject to a non-lapse feature, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the individual. If an individual to whom Restricted Stock has been awarded dies after satisfaction of the terms and conditions for the payment of all or a portion of the award but prior to the actual payment of all or such portion thereof, such payment shall be made to the individual's beneficiary or beneficiaries at the time and in the same manner that such payment would have been made to the individual. The Committee may cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to an individual hereunder only upon the individual's death, disability or retirement on or after the earlier of (i) age 65 or (ii) such time as the sum of the individual's age and years of service equals 70, provided such individual is at least 55. With respect to the occurrence of any event specified in the last paragraph of Section 12, the restrictions, if any, applicable to any outstanding Shares awarded as Restricted Stock shall lapse immediately prior to the occurrence of the event. (c) Subject to the provisions of subsection 19(b) above, if an individual to whom Restricted Stock has been awarded ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, or ceases to be a director of the Company, whichever may occur later, for any reason prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the individual and transferred to, and reacquired by, the Company or an Affiliate at no cost to the Company or the Affiliate. In such event, the individual, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company. 10 11 (d) In case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that payment of Restricted Stock shall take the form of the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger. 20. GENERAL (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes. (b) Nothing contained in the Plan, or in any Agreement, shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time. (c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Option or Restricted Stock granted under it; and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage that may be in effect from time to time. (d) As partial consideration for the granting of each Option or award of Restricted Stock hereunder, the Optionee or recipient shall agree with the Company that he will keep confidential all information and knowledge which he has relating to the manner and amount of his participation in the Plan; provided, however, that such information may be disclosed as required by law or given in confidence to the individual's spouse, tax or financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan. In the event any breach of this promise comes to the attention of the Committee, it shall take into consideration such breach, in determining whether to grant any future Option or award any future Restricted Stock to such individual, as a factor militating against the advisability of granting any such future Option or awarding any such future Restricted Stock to such individual. (e) Participation in the Plan shall not preclude an individual from eligibility in any other stock option plan of the Company or any Affiliate or any old age benefit, insurance, pension, profit sharing, retirement, bonus, or other extra compensation plans which the Company or any Affiliate has adopted, or may, at any time, adopt for the benefit of its employees or directors. (f) Any payment of cash or any issuance or transfer of Shares to the Optionee, or to his legal representative, heir, legatee, or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board or Committee may require any Optionee, legal representative, heir, legatee, or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine. (g) Neither the Committee nor the Board nor the Company guarantees the Shares from loss or depreciation. 11 12 (h) All expenses incident to the administration, termination, or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates. (i) Records of the Company and its Affiliates regarding an individual's period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, tenure as a director and other matters shall be conclusive for all purposes hereunder, unless determined by the Board or Committee to be incorrect. (j) The Company and its Affiliates shall, upon request or as may be specifically required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or required by the Board or Committee to perform its duties and functions under the Plan. (k) The Company assumes no obligation or responsibility to an Optionee or recipient of Restricted Stock or his personal representatives, heirs, legatees, or distributees for any act of, or failure to act on the part of, the Board or Committee. (l) Any action required of the Company shall be by resolution of its Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee. (m) If any provision of this Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or the Agreement, as the case may be, but such provision shall be fully severable and the Plan or the Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein. (n) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address which it or he had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the shares of Stock to which such notice relates. (o) Any person entitled to notice hereunder may waive such notice. (p) The Plan shall be binding upon the Optionee or recipient of Restricted Stock, his heirs, legatees, and legal representatives, upon the Company, its successors, and assigns, and upon the Board and Committee, and their successors. (q) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. (r) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada except to the extent Nevada law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. 12 13 (s) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Plan dictates, the plural shall be read as the singular and the singular as the plural. 21. WITHHOLDING TAXES Federal, state, or local law may require the withholding of taxes applicable to gains resulting from the exercise of Nonqualified Options granted hereunder. Unless otherwise prohibited by the Committee, each participant may satisfy any such withholding tax obligation by electing (i) to tender a cash payment to the Company, (ii) to authorize the Company to withhold from the shares of stock of the Company otherwise issuable to the participant as a result of the exercise of the Nonqualified Option a number of shares having a fair market value, as of the date the withholding tax obligation arises, equal to the withholding obligations, or, at the election of the participant, up to the maximum of taxes due (the "Share Withholding Alternative"), (iii) to deliver to the Company previously acquired shares of common stock of the Company having a fair market value, as of the date the withholding tax obligation arises, equal to the amount to be withheld, or at the election of the participant, up to the maximum of taxes due, or (iv) any combination of the foregoing, provided the combination permits the payment of all withholding taxes attributable to the exercise of the Nonqualified Option. A Participant's election to pay the withholding tax obligation must be made in writing delivered to the Company before the time of exercise, or simultaneously with the exercise, of such Participant's Nonqualified Option. A valid and binding written election of the Share Withholding Alternative shall be irrevocable. A participant's failure to elect a withholding alternative prior to the time such election is required to be made shall be deemed to be an election to pay the withholding tax by tendering a cash payment to the Company. For purposes of this Section 21, the fair market value of the shares used to pay withholding taxes is the mean between the highest and lowest price quoted on the New York Stock Exchange for one share of common stock of the Company on the Tax Date. Also, as used in this Section 21, "Tax Date" shall mean the date on which a withholding tax obligation arises in connection with an exercise of a nonqualified stock option, which date shall be presumed to be the date of exercise, unless shares subject to a substantial risk of forfeiture (as defined in section 83(c)(1) or (c)(3) of the Code) are issuable on exercise of the option and the participant does not make a timely election under section 83(b) of the Code with respect thereto, in which case the Tax Date for such shares is the date on which the substantial risk of forfeiture lapses. Fractional shares remaining after payment of the withholding taxes shall be paid to the participant in cash. 13 EX-10.2 3 d81268ex10-2.txt 3RD AMEND/RESTATED 1998 EMPL. NON-QUALIFIED PLAN 1 EXHIBIT 10.2 THIRD AMENDED AND RESTATED 1998 CENTEX CORPORATION EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the "PLAN") is intended as an employment incentive to retain in the employ of Centex Corporation (the "COMPANY"), and any Affiliate (including any entity that becomes an Affiliate), persons of training, experience and ability, to attract new employees whose services are considered valuable, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company. For purposes of the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary or parent of the Company and any partnership, joint venture, limited liability company or other business venture or entity in which the Company owns at least 50% of the ownership interest in such entity, as determined by the Committee in its sole and absolute discretion (such determination by the Committee to be conclusively established by the grant of options by the Committee to an officer or employee of such an entity). It is further intended each option granted pursuant to the Plan (herein, an "OPTION") shall constitute non-qualified stock options within the meaning of Section 83 of the Code. 2. ADMINISTRATION OF THE PLAN. The Board of Directors shall appoint and maintain a Stock Option Committee (hereinafter called the "COMMITTEE") of the Board of Directors to administer the Plan. Subject to the terms and conditions of the Plan, the Committee shall have full power and authority to designate persons to whom Options will be granted, to determine the terms and provisions of respective option agreements (which need not be identical), and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority, exercisable in its sole discretion, to grant Options containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall determine. 3. DESIGNATION OF PARTICIPANTS. The persons eligible for participation in the Plan as recipients of Options shall include all employees of the Company or of any Affiliate, including employees of any entity that becomes an Affiliate after the date that the Plan is adopted, other than any of the following persons (herein, an "INELIGIBLE PERSON"): -1- 2 (a) any person who is an officer or director of the Company; (b) any "officer" of the Company as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended; or (c) any "covered employee" of the Company as defined by Section 162(m)(3) of the Internal Revenue Code. Each Option granted hereunder shall be evidenced by an agreement between the Company and the Optionee, which shall contain such terms and conditions as the Committee shall determine in its sole and absolute discretion. Any person who has been granted an Option hereunder (herein, an "OPTIONEE") may be granted an additional Option or Options, if the Committee shall so determine. Participation in the Plan shall not preclude an Optionee from participating in any other stock option, benefit, bonus, or other compensation plan which the Company or any Affiliate has adopted, or may, from time to time, adopt for the benefit of its employees. 4. STOCK RESERVED FOR THE PLAN. Subject to any adjustment provided in Paragraph 9 hereof, a total of 4,000,000 shares of common stock, $0.25 par value, of the Company (the "STOCK") shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company, or any Affiliate, and such amount of shares shall be and hereby is reserved for delivery under the Plan. Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Option expire or be canceled prior to its exercise or relinquishment in full, the shares theretofore subject to such Option may again be subjected to an Option under the Plan. If the purchase price or tax withholding is permitted to be satisfied by the tender or withholding of shares of Stock to the Company (by either actual delivery or attestation), the number of shares of Stock tendered or withheld shall be eligible for reissuance under the Plan. 5. PURCHASE PRICE. (a) The purchase price of each share placed under option pursuant to the Plan (a "SHARE") shall be determined by the Committee, but in no event shall be less than 100% of the Fair Market Value of such Share on the date the Option is granted. If an Option is granted as part of an Optionee's compensation package at the -2- 3 commencement of an Optionee's employment by the Company or an Affiliate, the Option shall be deemed to have been granted on the date of commencement of such Optionee's employment by the Company or any Affiliate (the "COMMENCEMENT DATE") and the purchase price of a Share shall be equal to the Fair Market Value of such Share on the Commencement Date, so long as such Option is not granted more than ninety (90) days following the Commencement Date. (b) "FAIR MARKET VALUE" of a share of Stock means, as of a particular date, the closing price per share of Stock reported on the consolidated transaction reporting system for the New York Stock Exchange, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported. 6. OPTION PERIOD. The Options granted under the Plan shall be for any term set by the Committee, but not more than ten (10) years from the date of granting of each Option. All rights to exercise an Option shall terminate within three (3) months after the date the Optionee ceases to be an employee of the Company or any Affiliate, except that (a) the Committee, in its discretion, may provide in new option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise an Option up to the maximum permissible period which such Optionee's Option would have been exercisable in the absence of the Optionee ceasing to be an employee of the Company or an Affiliate; (b) if an Optionee ceases to be employed by the Company or an Affiliate by reason of such Optionee's death, all rights to exercise such Option shall terminate fifteen (15) months after such death; and (c) if the Optionee is terminated for cause, as determined by the Committee in its sole and absolute discretion, any Option granted to such Optionee hereunder shall terminate on the date of such termination. 7. EXERCISE OF OPTIONS. (a) Any Option granted hereunder shall be exercisable from time to time under the terms specified in the Plan, by the Committee, or in the agreement relating to the grant of such Option. -3- 4 (b) Each exercise of an Option or a portion of an Option shall be evidenced by a notice in writing to the Company, stating the number of shares with respect to which the Option is being exercised. (c) Options may be exercised solely by the Optionee or a Permitted Transferee (hereafter defined). (d) The purchase price of the Shares for which an Option is exercised shall be paid in full at the time of the exercise. Such purchase price shall be payable in cash, or at the option of the holder of such Option, in Stock theretofore owned by such holder for at least six (6) months by either actual delivery of shares or by attestation (or in a combination of cash and such Stock). For purposes of determining the amount, if any, of the purchase price satisfied by payment in Stock, such Stock shall be valued at its Fair Market Value on the date of exercise in accordance with subparagraph (b) of Paragraph 5. Any Stock delivered in satisfaction of all or a portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No holder of an Option shall be, or have any of the rights or privileges of, a shareholder of the Company in respect of any Shares unless and until certificates representing such Shares shall have been delivered by the Company to such holder. (e) If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action. 8. ASSIGNABILITY. Unless otherwise permitted by the Committee, no Option or interest therein shall be transferable by the Optionee otherwise than by will or by the applicable laws of descent and distribution. Any person to whom an Option is transferred in accordance with this Section 8 is referred to herein as a "PERMITTED TRANSFEREE". 9. CAPITAL CHANGE OF THE COMPANY. (a) If at any time while the Plan is in effect there shall be an increase or decrease in the number of issued and outstanding shares of Stock of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or stock split, or through any recapitalization, merger -4- 5 or other transaction in which the Company is the surviving corporation, then and in each such event: (i) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned under the Plan, to the end that the same proportion of the Company's issued and outstanding Stock shall continue to be subject to being so optioned and awarded; and (ii) An appropriate adjustment shall be made in the number of Shares and the purchase price per Share thereof then subject to purchase pursuant to each Option previously granted, to the end that the same proportion of the Company's issued and outstanding Stock in each such instance shall remain subject to purchase at the same aggregate purchase price. (b) Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or purchase price of Shares. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred or preference stock (whether or not such issue is prior to, on a party with or junior to the Stock); (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (c) Notwithstanding anything to the contrary above, a dissolution or liquidation of the Company, a merger (other than a merger effecting a reincorporation of the Company in another state) or consolidation in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Company and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Company and their proportionate interests therein -5- 6 immediately prior to the transaction), a transaction in which another corporation becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Company, or a change in control (as specified below), shall cause every Option then outstanding to become exercisable in full immediately prior to such dissolution, liquidation, merger, consolidation, transaction, or change in control, to the extent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability contained in the Agreements if (and only if) such Options have not at that time expired or been terminated. For purposes of this paragraph, a change in control shall be deemed to have taken place if: a third person, including a "group" as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of shares of the Company having fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; or as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph: (i) an event, transaction, or corporate action shall not have the effect of accelerating the exercisability of Options if: (A) persons who were the directors of the Company and persons who were the executive officers of the Company as of six months prior to such event immediately after such event constitute a majority of the directors and constitute a majority of executive officers, respectively, for, and own in the aggregate at least ten percent of the voting securities or equity interests of, the Company or the surviving or resulting corporation or the parent of such surviving or resulting corporation; and (B) if the Company is not the surviving or resulting corporation, such surviving or resulting corporation or parent of such surviving or resulting corporation substitutes substantially identical options for any outstanding Options; and (ii) in the event of any dissolution, merger, consolidation, transaction, or change in control, the Board may completely satisfy and extinguish all obligations of the Company and its Affiliates with respect to any Option outstanding on the date of such event by delivering to the Optionee cash in an amount equal to the difference between the aggregate purchase price for Shares under the Option and the Fair Market Value of such Shares on the date of such event, such payment to be made within a reasonable time after such event. -6- 7 10. TAX WITHHOLDING. The Company shall have the right to deduct applicable taxes from any Option and withhold, at the time of delivery of Shares under the Plan, an appropriate number of Shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of Stock theretofore owned by the holder of the Option with respect to which withholding is required. If Shares or Stock are used to satisfy tax withholding, such Shares or Stock shall be valued based on the Fair Market Value when the tax withholding is required to be made. 11. EFFECTIVE DATE OF PLAN. The effective date of the Plan shall be February 19, 1998. No Option shall be granted pursuant to the Plan after February 19, 2001. 12. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board may amend, modify, suspend or terminate the Plan at any time for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment, modification, suspension or termination shall be made (i) that would impair the rights of any Optionee under any Option previously granted to such Optionee without such Optionee's written consent, (ii) prior to approval by the Company's shareholders if such approval is then required thereby, or (iii) that would reduce the purchase price of any outstanding Option, other than as provided by Section 9(a)(ii). 13. REQUIREMENTS OF LAW. (a) The Plan, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. (b) Nothing herein or in any Agreement executed or Option granted hereunder shall require the Company to deliver any Shares upon exercise of an Option if such delivery would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or portion or part thereof, the Optionee may be -7- 8 required to give to the Company satisfactory evidence that he is acquiring such Shares for the purpose of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares subject to the Option shall be included in a registration statement filed by the Company, or one of its Affiliates, such investment representation shall be abrogated. 14. MISCELLANEOUS. (a) Nothing contained in the Plan shall confer upon any Optionee the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time. (b) Any payment of cash or any delivery of Shares to the Optionee, or to an Optionee's Permitted Transferee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such person with respect to the Option being exercised (or portion thereof). The Committee may require any Optionee, or Permitted Transferee, as a condition precedent to such payment or delivery, to execute a release and receipt therefor in such form as it shall determine. (c) Neither the Committee nor the Company guarantees the Shares from loss or depreciation. (d) Records of the Company and its Affiliates regarding an individual's period of employment, termination of employment and the reason therefor, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect in its sole and absolute discretion. (e) The Company assumes no obligation or responsibility to an Optionee or any Permitted Transferee for any act of, or failure to act on the part of, the Committee. (f) If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. (g) The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. -8- 9 (h) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada except to the extent Nevada law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. (i) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. -9- EX-27.1 4 d81268ex27-1.txt FINANCIAL DATA SCHEDULE - CENTEX CORP
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX CORPORATIONS' SEPTEMBER 30, 2000, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000018532 CENTEX CORPORATION 1,000 6-MOS MAR-31-2001 APR-01-2000 SEP-30-2000 202,280 0 1,743,187 0 2,141,687 0 657,413 288,992 5,228,580 0 1,650,307 0 0 14,761 1,512,923 5,228,580 3,022,562 3,022,562 2,762,575 2,762,575 42,038 0 43,955 173,994 66,695 107,299 0 0 0 107,299 1.82 1.79
EX-27.2 5 d81268ex27-2.txt FINANCIAL DATA SCHEDULE 3333 HOLDING CORP
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM 3333 HOLDING CORPORATION'S SEPTEMBER 30, 2000, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818762 3333 HOLDING CORPORATION 1,000 6-MOS MAR-31-2001 APR-01-2000 SEP-30-2000 2 0 0 0 1,630 0 191 113 3,601 0 0 0 0 1 (2,182) 3,601 1 1 223 223 0 0 0 (222) 0 (222) 0 0 0 (222) 0.00 0.00
EX-27.3 6 d81268ex27-3.txt FINANCIAL DATA SCHEDULE - CENTEX DEVELOPMENT CO
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX DEVELOPMENT COMPANY, L.P.'S SEPTEMBER 30, 2000, 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-31-2001 APR-01-2000 SEP-30-2000 5,966 0 12,680 0 373,076 0 3,830 656 508,136 0 0 0 0 0 75,583 508,136 141,757 141,757 141,263 141,263 0 0 0 494 57 437 0 0 0 437 0.00 0.00
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