-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, I2t/AIQOn478Qf6X9NN5kpgDfu9oTM7vEQT6MC2SSFXx5dU0gO0djQ7OipabiluV r86wM4hwbEQ65N7pv9rBcg== 0000950134-94-001349.txt : 19941116 0000950134-94-001349.hdr.sgml : 19941116 ACCESSION NUMBER: 0000950134-94-001349 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06776 FILM NUMBER: 94559438 BUSINESS ADDRESS: STREET 1: 3333 LEE PARKWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596500 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09624 FILM NUMBER: 94559439 BUSINESS ADDRESS: STREET 1: 3333 LEE PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09625 FILM NUMBER: 94559440 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED 09/30/94 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q JOINT QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended SEPTEMBER 30, 1994 Commission File No. 1-6776 (Centex Logo) CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 3333 Lee Parkway, Suite 1200 Dallas, Texas 75219 (214) 559-6500 Commission File Nos. 1-9624 and 1-9625, respectively 3333 HOLDING CORPORATION A Nevada Corporation CENTEX DEVELOPMENT COMPANY, L.P. A Delaware Limited Partnership IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively 3333 Lee Parkway, Suite 500 Dallas, Texas 75219 (214) 559-6700 The registrants have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and have been subject to such filing requirements for the past 90 days. ________________________________________________________________________________ As of the close of business on November 9, 1994, 28,950,825 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 900 class B units of limited partnership interest of Centex Development Company, L.P. were outstanding. ________________________________________________________________________________ 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS SEPTEMBER 30, 1994 CENTEX CORPORATION
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended September 30, 1994 2 Condensed Consolidated Statement of Earnings for the Six Months Ended September 30, 1994 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 1994 5 Notes to Condensed Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-11 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13
- i - 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 14 Condensed Combining Statement of Operations for the Three Months Ended September 30, 1994 15 Condensed Combining Statement of Operations for the Six Months Ended September 30, 1994 16 Condensed Combining Balance Sheets 17 Condensed Combining Statement of Cash Flows for the Six Months Ended September 30, 1994 18 Notes to Condensed Combining Financial Statements 19 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 20 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 21 SIGNATURES 22-23
- ii - 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Registrant's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -1- 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE THREE MONTHS ENDED September 30, -------------------------------- 1994 1993 ------------- ------------- REVENUES Home Building $ 554,959 $ 454,563 Financial Services 29,889 51,147 Contracting and Construction Services 270,861 258,608 ------------- ------------- 855,709 764,318 ------------- ------------- COSTS AND EXPENSES Home Building 522,927 432,863 Financial Services 28,308 30,808 Contracting and Construction Services 271,406 259,134 Other, net 493 661 Equity in Earnings of Affiliate (CXP) (5,762) (8,028) Corporate General and Administrative 3,643 3,697 Interest Expense 7,607 7,182 ------------- ------------- 828,622 726,317 ------------- ------------- EARNINGS BEFORE INCOME TAXES 27,087 38,001 Income Taxes 10,186 15,155 ------------- ------------- NET EARNINGS $ 16,901 $ 22,846 ============= ============= EARNINGS PER SHARE $ .55 $ .70 ============= ============= AVERAGE SHARES OUTSTANDING 30,732,544 32,796,510 ============= ============= CASH DIVIDENDS PER SHARE $ .05 $ .05 ============= =============
Centex Construction Products, Inc. (CXP) became 49% owned in April 1994 as a result of an Initial Public Offering representing 51% of its equity. CXP's revenues of $49,462 for fiscal 1994 and the related costs and expenses have been reclassified into "Equity in Earnings of Affiliate (CXP)". This reclassification facilitates comparisons between the periods. Mortgage Banking and Savings and Loan operations have been combined into a single financial reporting segment - Financial Services. See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE SIX MONTHS ENDED September 30, -------------------------------- 1994 1993 ------------- ------------- REVENUES Home Building $ 1,086,855 $ 841,137 Financial Services 67,473 98,055 Contracting and Construction Services 533,898 480,088 ------------- ------------- 1,688,226 1,419,280 ------------- ------------- COSTS AND EXPENSES Home Building 1,026,591 803,008 Financial Services 60,475 60,009 Contracting and Construction Services 535,048 481,363 Other, net 908 927 Equity in Earnings of Affiliate (CXP) (9,475) (11,906) Corporate General and Administrative 7,340 7,044 Interest Expense 14,801 14,127 ------------- ------------- 1,635,688 1,354,572 ------------- ------------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 52,538 64,708 Gain on CXP Initial Public Offering 59,328 - ------------- ------------- EARNINGS BEFORE INCOME TAXES 111,866 64,708 Income Taxes 41,567 24,856 ------------- ------------- NET EARNINGS $ 70,299 $ 39,852 ============= ============= EARNINGS PER SHARE $ 2.24 $ 1.22 ============= ============= AVERAGE SHARES OUTSTANDING 31,344,249 32,623,289 ============= ============= CASH DIVIDENDS PER SHARE $ .10 $ .10 ============= =============
Centex Construction Products, Inc. (CXP) became 49% owned in April 1994 as a result of an Initial Public Offering representing 51% of its equity. CXP's revenues of $92,541 for fiscal 1994 and the related costs and expenses have been reclassified into "Equity in Earnings of Affiliate (CXP)". This reclassification facilitates comparisons between the periods. Mortgage Banking and Savings and Loan operations have been combined into a single financial reporting segment - Financial Services. See notes to condensed consolidated financial statements. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation Financial Services ------------------------ ------------------------ ------------------------ September 30, March 31, September 30, March 31, September 30, March 31, 1994* 1994** 1994* 1994** 1994* 1994** ------------ ---------- ------------ ---------- ------------ ----------- ASSETS Cash and Cash Equivalents $ 30,584 $ 76,287 $ 24,821 $ 13,284 $ 5,763 $ 63,003 Marketable Securities 149,004 78,241 - - 149,004 78,241 Receivables - Residential Mortgage Loans 437,129 677,641 - - 437,129 677,641 Other 247,404 251,531 231,321 226,674 16,083 24,857 Affiliates - - - - 80,397 80,806 Inventories 1,141,808 1,097,457 1,141,808 1,097,457 - - Investments - Centex Development Company, L.P. 62,457 71,000 62,457 71,000 - - Centex Construction Products, Inc. 85,479 - 85,479 - - - Joint Ventures and Other 6,844 56,928 6,844 56,928 - - Unconsolidated Subsidiaries - - 10,970 5,263 - - Property and Equipment, net 44,526 188,930 24,470 169,234 20,056 19,696 Government-Guaranteed S&L Assets - Receivables 7,770 19,030 - - 7,770 19,030 Covered Assets 12,766 24,737 - - 12,766 24,737 Other Assets and Deferred Charges 35,856 38,574 16,073 22,101 19,783 16,473 ---------- ---------- ---------- ---------- ---------- ----------- $2,261,627 $2,580,356 $1,604,243 $1,661,941 $ 748,751 $ 1,004,484 ========== ========== ========== ========== ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 586,674 $ 618,943 $ 510,458 $ 504,622 $ 76,216 $ 114,321 S&L Deposits and FHLB Borrowings 175,154 211,055 - - 175,154 211,055 Short-term Debt 543,745 783,585 151,084 206,638 392,661 576,947 Long-term Debt 222,218 222,832 222,218 222,832 - - Deferred Income Taxes 37,144 51,180 23,791 35,088 13,353 16,092 Negative Goodwill 21,502 24,102 21,502 24,102 - - Stockholders' Equity 675,190 668,659 675,190 668,659 91,367 86,069 ---------- ---------- ---------- ---------- ---------- ----------- $2,261,627 $2,580,356 $1,604,243 $1,661,941 $ 748,751 $ 1,004,484 ========== ========== ========== ========== ========== =========== See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex Corporation" represents the * Unaudited adding together of all subsidiaries other ** Condensed from audited financial statements. than those included in Financial Services (CTX Mortgage and CTX Holding Company and its savings and loan subsidiary, Texas Trust Savings Bank, FSB and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.
-4- 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE SIX MONTHS ENDED September 30, ------------------------------ 1994 1993 ------------- ------------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 70,299 $ 39,852 Adjustments - Depreciation, Depletion and Amortization 4,093 9,351 Deferred Income Taxes (7,224) (13,321) Equity in Loss (Earnings) of Joint Ventures and Unconsolidated Subsidiaries, net 487 (2,190) Equity in Earnings of Affiliate (CXP) (6,111) - ------------ ------------ 61,544 33,692 Decrease (Increase) in Receivables 4,127 (42,266) Increase in Inventories (44,565) (95,226) (Decrease) Increase in Payables and Accruals (32,131) 113,613 Decrease in Other Assets 2,072 1,774 Other, net (6,950) (2,037) ------------ ------------ (15,903) 9,550 ------------ ------------ CASH FLOWS - INVESTING ACTIVITIES Decrease (Increase) in Advances to Joint Ventures and Unconsolidated Subsidiaries 58,140 (6,975) Increase in Investment in Centex Construction Products, Inc. (79,368) - Decrease in Property and Equipment due to CXP initial public offering, net 146,657 - Property and Equipment Additions, net (7,985) (16,711) (Increase) Decrease in Marketable Securities (70,763) 11,715 ------------ ------------ 46,681 (11,971) ------------ ------------ CASH FLOWS - FINANCING ACTIVITIES Decrease (Increase) in Residential Mortgage Loans 240,411 (271,070) Decrease in Government-Guaranteed S&L Assets 23,231 9,013 Decrease in S&L Deposits and Debt (35,901) (74) (Decrease) Increase in Debt (240,454) 257,322 Stock and Dividend Transactions, net (63,768) 4,048 ------------ ------------ (76,481) (761) ------------ ------------ NET DECREASE IN CASH (45,703) (3,182) ------------ ------------ CASH AT BEGINNING OF YEAR 76,287 26,065 ------------ ------------ CASH AT END OF PERIOD $ 30,584 $ 22,883 ============ ============
See notes to condensed consolidated financial statements. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 1994 (unaudited) (A) A summary of changes in stockholders' equity is presented below:
Capital in Common Excess of Retained Stock Par Value Earnings Total ------------ ------------ ------------ ------------ (dollars in thousands) Balance, March 31, 1994 $ 7,916 $ 26,631 $ 634,112 $ 668,659 Net Earnings - - 70,299 70,299 Exercise of Stock Options 18 1,008 - 1,026 Retirement of 2,521,800 Shares (630) (27,402) (33,691) (61,723) Cash Dividends - - (3,071) (3,071) ------------ ------------ ------------ ------------ Balance, September 30, 1994 $ 7,304 $ 237 $ 667,649 $ 675,190 ============ ============ ============ ============
(B) On November 30, 1987 the Company distributed to a nominee, all of the issued and outstanding shares of common stock of 3333 Holding Corporation and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. A wholly-owned subsidiary of 3333 Holding Corporation serves as general partner of Centex Development Company, L.P. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. Supplementary condensed combined financial statements for Centex, 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. are as follows: -6- 10 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
September 30, March 31, 1994 1994* ------------- ------------ ASSETS Cash and Cash Equivalents $ 31,499 $ 76,388 Marketable Securities 149,004 78,241 Receivables 685,573 930,428 Inventories 1,260,839 1,223,753 Investments in Centex Construction Products, Inc. 85,479 - Joint Ventures and Unconsolidated Subsidiaries 6,844 56,928 Property and Equipment, net 44,526 188,930 Government-Guaranteed S&L Assets 20,536 43,767 Other Assets and Deferred Charges 35,856 38,574 ------------ ------------ $ 2,320,156 $ 2,637,009 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 588,850 $ 620,824 S&L Deposits and FHLB Borrowings 175,154 211,055 Short-term Debt 599,426 837,734 Long-term Debt 222,218 222,832 Deferred Income Taxes 37,144 51,180 Negative Goodwill 21,502 24,102 Stockholders' Equity 675,862 669,282 ------------ ------------ $ 2,320,156 $ 2,637,009 ============ ============
*Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
September 30, ------------------------------ FOR THE SIX MONTHS ENDED 1994 1993 ------------- ------------ Revenues $ 1,688,606 $ 1,521,371 Costs and Expenses 1,576,691 1,456,720 ------------ ------------ Earnings Before Income Taxes 111,915 64,651 Income Taxes 41,567 24,856 ------------ ------------ NET EARNINGS $ 70,348 $ 39,795 ============ ============
-7- 11 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $9 million as of September 30, 1994 for options to purchase properties having a total purchase price of approximately $349 million. These options expire at various dates to 1997. The Company has also committed to purchase land and developed lots totaling approximately $91 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $8 million. (D) Interest expenses relating to the financial services operations (Mortgage Banking and Savings and Loan) are included in their respective costs and expenses. Interest related to non-financial services operations are included as interest expense as summarized below.
Six Months Ended -------------------------------- 9/30/94 9/30/93 ------------ ------------ Total Interest Incurred $ 30,000 $ 34,611 Less - Financial Services (15,199) (20,484) ------------ ------------ INTEREST EXPENSE $ 14,801 $ 14,127 ============ ============
(E) During the quarter ended June 30, 1994, Centex Construction Products, Inc. completed an initial public offering of 51% of its stock and is trading on the New York Stock Exchange under the symbol "CXP." Centex received a dividend and other payments from CXP totaling approximately $186 million which was used to reduce Centex's outstanding indebtedness. -8- 12 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Centex consolidated revenues for the quarter totaled a record $856 million, a 12% increase over revenues of $764 million for the same quarter last year. Centex's net earnings for the quarter ended September 30, 1994 were $16.9 million versus $22.8 million for the same quarter last year. Earning per share for this year's quarter were $.55 compared to $.70 for the same quarter in fiscal 1994. Earnings per share declined proportionately less than net earnings due to fewer average shares outstanding in the current quarter. The quarter's record results from Home Building were offset by a major decline in earnings from the Company's Financial Services operations. For the six months ended September 30, 1994, corporate revenues reached an all-time high $1.7 billion, up 19% over $1.4 billion for the same period last year. Net earnings for the current six months, prior to the gain on the sale of a 51% interest in Centex Construction Products, Inc. (CXP), Centex's former Construction Products subsidiary, were $32.8 million versus $39.9 million for the same period last year. Including the gain, Centex's total net earnings for the current six months were $70.3 million. Earnings per share for the six months this year, before the CXP gain, were $1.05 compared to $1.22 for the same period in fiscal 1994. Including the gain, Centex's earnings per share for the current six months were $2.24. On April 19, 1994, CXP completed the sale of 11,730,000 shares, or 51%, of its common stock through an initial public offering. Including a dividend and other payments, Centex received $186 million from the transaction and used the funds to reduce its short-term debt. Centex retains ownership of 49% of CXP's stock. The following table compares Home Building results for the quarter ended and fiscal year-to-date September 30, 1994 to the quarter ended and fiscal year-to-date September 30, 1993 (in millions, except unit and per unit data):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 9/30/94 9/30/93 9/30/94 9/30/93 -------------------- -------------------- --------------------- ------------------- Home Building Revenues $ 555.0 100.0% $ 454.5 100.0% $1,086.9 100.0% $841.1 100.0% Cost of Sales (460.2) (82.9) (377.1) (83.0) (903.3) (83.1) (699.4) (83.2) Selling, General & Administrative (62.7) (11.3) (55.7) (12.3) (123.3) (11.3) (103.6) (12.3) -------- ----- -------- ----- -------- ----- ------ ----- Operating Earnings $ 32.1 5.8% $ 21.7 4.7% $ 60.3 5.6% $ 38.1 4.5% ======== ===== ======== ===== ======== ===== ====== ===== Units Closed 3,469 3,134 6,702 5,086 Unit Sales Price $158,613 $144,058 $156,689 $143,435 % Change 10.1% 4.6% 9.2% 5.6% Operating Earnings per Unit $9,234 $6,924 $8,992 $6,567 % Change 33.4% (12.1)% 36.9% 37.1%
-9- 13 Home Building revenues for the current quarter were $555.0 million, up 22% from $454.6 million for the same quarter in the prior year. Operating earnings from Home Building reached a record $32.0 million for the quarter this year, a 48% increase from $21.7 million for the same quarter in fiscal 1994. Home closings for the current quarter totaled 3,469 units, an 11% increase over 3,134 units for the same quarter last year. Increased closings in the West, Midwest and East regions were somewhat offset by declines in the Southeast and Southwest regions. Unit orders for the quarter this year were 2,771. Orders declined in every region except the West and were 16% below orders of 3,288 for the same quarter in fiscal 1994. For the six months, Home Building revenues were a record $1.09 billion this year, a 29% increase over $841.1 million for the same period last year. Operating earnings from Home Building reached an all-time high of $60.3 million, 58% higher than $38.1 million a year ago. Home closings for the six months rose 15% to 6,702 units this year from 5,806 units for the similar period last year. Unit orders for the current six months were 14% less than orders for the same period a year earlier. The backlog of homes sold but not closed at September 30, 1994 was 4,737 units, 20% less than the backlog of 5,910 units at September 30, 1993 and 13% below the backlog of 5,435 units reported at June 30, 1994. Current quarter revenues from Financial Services, which combines the results of the Mortgage Banking and the Savings and Loan operations, totaled $29.9 million, a 42% decline from $51.1 million a year ago. Operating earnings from Financial Services were $1.6 million for the quarter this year, a 92% decline from $20.3 million for the same quarter a year ago. Of the total, Mortgage Banking operating earnings were $415,000 this year compared to $20.0 million for the same quarter in fiscal 1994. Operating earnings from the Savings and Loan were $1.2 million for the quarter this year compared to $384,000 for the same quarter a year ago. Mortgage originations closed for the quarter were 10,322, 33% less than 15,471 closing for the same quarter last year. Originations for Centex-built homes were 2,270 this year, a 4% decline from a year earlier. "Spot" (third-party) originations declined 39% to 8,052 in the current quarter. Net new mortgage applications for the quarter declined approximately 47% from net applications in last year's second quarter. The drop in the applications is primarily attributable to a precipitous decline in refinancings as a result of higher mortgage rates. For the six months, Financial Services revenues were $67.5 million this year, down 31% from $98.1 million for the same period last year. Operating earnings from Financial Services were $7.0 million for the six months this year versus $38.0 million for the same period a year ago. Of the total, operating earnings from Mortgage Banking were $5.2 million for the current six months compared to $37.0 million for the same period last year. Savings and Loan operating earnings were $1.8 million for the current six months compared to $1.1 million for the same period in the prior year. Loans closed for the current six months were 21,660, 28% less than loan closings for the same period last year. Originations for Centex homes rose 6% for the current six months to 4,552, while spot originations declined 33% to 17,108 for the six months this year. Mortgage Banking results have been negatively impacted by rapidly rising interest rates and a highly competitive industry environment since early in calendar 1994. Pending regulatory approval and satisfaction of other conditions, Centex is selling the deposits and branch operations of its savings and loan operation, Texas Trust Savings Bank, FSB, for a pre-tax gain of approximately $3 million. The sale is one of the final steps necessary for Centex to exit the savings and loan business. Revenues from Contracting and Construction Services were $270.9 million for the quarter this year, a 5% increase over revenues of $258.6 million reported for the same quarter in the prior fiscal year. Contracting and Construction Services reported an operating loss of $545,000 this year compared to a $526,000 loss for the same quarter in fiscal 1994. The division continues to be negatively affected by competitive pressure on margins. For the six months, Contracting and Construction Services had revenues of $533.9 million this year, 11% higher than $480.1 million for the same period in fiscal 1994. The division had an operating loss of $1.2 million for the current six months compared to a loss of $1.3 million for the same period last year. The Construction Group received $266 million of new contracts for the quarter this year compared to $279 million of new work for the same quarter in fiscal 1994. For the current six months, the Group received $677 million of new contracts, a 50% increase over $450 million of new work reported for the same period in the prior year. The backlog of uncompleted construction contracts at September 30, 1994 was $1.379 billion, 21% higher than $1.143 billion at September 30, 1993 and about the same as the record backlog level of $1.384 billion at June 30, 1994. -10- 14 For the current quarter, Centex Corporation's 49% "Equity in Earnings of Affiliate (CXP)" was $5.8 million compared with $8.0 million for last year's quarter representing Centex's 100% ownership of CXP. For the six months, Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $9.5 million versus $11.9 million for the similar period a year ago when Centex owned 100% of CXP. Construction Products continues to benefit from high levels of demand and increasing prices for its cement and gypsum wallboard products. STOCK REPURCHASE PROGRAM Since April 1994, the Company has repurchased more than 2.5 million shares of its common stock under its stock repurchase programs that provides for the repurchase of up to 3.1 million shares. Depending on market conditions, the Company will continue to repurchase shares under this authorization and the Centex Board may authorize additional stock repurchases in the future. FINANCIAL CONDITION The Company has adequate unsecured revolving credit facilities. These credit facilities serve as back-up lines for overnight borrowings under uncommitted bank lines and commercial paper. In addition, CTX Mortgage Company has sufficient committed and uncommitted credit facilities of its own to finance mortgages which are held during the period while they are being securitized and readied for delivery against forward sale commitments. Based on its financial condition and existing credit relationships, Centex believes it will be able to provide adequately for its current and future growth. OUTLOOK Climbing interest rates and the volatile economic environment will continue to negatively impact both the Home Building and Mortgage Banking businesses and the protracted length of the rate-driven slowdown will adversely affect future operating results. Additionally, in reaction to lower mortgage origination volumes, marginally profitable mortgage offices are being closed and overhead is being reduced in the Mortgage Banking operation. These actions, combined with the anticipated positive impact of an ongoing industry-wide consolidation, should result in improved Mortgage Banking profitability. The company's fundamentals remain strong and its organization is strategically positioned to regain earnings momentum when interest rates stabilize or decline. -11- 15 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended September 30, 1994. All other items required under Part II are omitted because they are not applicable. -12- 16 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 11, 1994 /s/ David W. Quinn --------------------------------------- David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) November 11, 1994 /s/ Michael S. Albright --------------------------------------- Michael S. Albright Vice President - Finance and Controller (chief accounting officer) -13- 17 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART I. FINANCIAL INFORMATION CONDENSED COMBINING FINANCIAL STATEMENTS ITEM 1. The condensed combining financial statements include the accounts of 3333 Holding Corporation and subsidiary and Centex Development Company, L.P. (collectively the "Companies"), and have been prepared by the Companies, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Companies believe that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed combining financial statements be read in conjunction with the financial statements and the notes thereto included in the Companies' latest annual report on Form 10-K. In the opinion of the Companies, all adjustments necessary to present fairly the information in the following condensed financial statements of the Companies have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -14- 18 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For The Three Months Ended September 30, ------------------------------------------------------------------------------------ 1994 1993 ---------------------------------------- ---------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary ------------ ------------- ------------- ------------ ------------- ------------- Revenues $ 1,330 $ 1,197 $ 376 $ 10,136 $ 10,039 $ 134 Costs and Expenses 1,559 1,461 341 10,800 10,675 162 ---------- --------- ------- --------- --------- ------- Earnings (Loss) Before Income Taxes (229) (264) 35 (664) (636) (28) Income Taxes - - - - - - ---------- --------- ------- --------- --------- ------- Net Earnings (Loss) $ (229) $ (264) $ 35 $ (664) $ (636) $ (28) ========== ========= ======= ========= ========= ======= Earnings (Loss) Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (264) $ 35 $ (636) $ (28) ========= ======= ========= =======
See notes to condensed combining financial statements. -15- 19 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For The Six Months Ended September 30, ------------------------------------------------------------------------------------ 1994 1993 ---------------------------------------- ---------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary ------------ ------------- ------------- ------------ ------------- ------------- Revenues $ 4,435 $ 4,174 $ 712 $ 12,064 $ 11,871 $ 268 Costs and Expenses 4,801 4,589 663 12,992 12,742 325 --------- -------- ------- ---------- --------- --------- Earnings (Loss) Before Income Taxes (366) (415) 49 (928) (871) (57) Income Taxes - - - - - - --------- -------- ------- ---------- --------- --------- Net Earnings (Loss) $ (366) $ (415) $ 49 $ (928) $ (871) $ (57) ========= ======== ======= ========== ========= ========= Earnings (Loss) Per Share/Unit (Average Outstanding Shares, 1,000; Units, 1,000) $ (415) $ 49 $ (871) $ (57) ======== ======= ========= =========
See notes to condensed combining financial statements. -16- 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
September 30, 1994* March 31, 1994** ------------------------------------------- ---------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary ------------ ------------- ------------- ------------ -------------- ------------- ASSETS Cash $ 915 $ 913 $ 2 $ 101 $ 101 $ - Accounts Receivable 173 702 165 238 873 133 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 1,032 1,032 - 1,151 1,151 - Investment in Affiliate - - 767 - - 767 Projects Held for Development and Sale - Forster Ranch 51,820 51,820 - 49,199 49,199 - Other 67,168 67,168 - 69,703 69,703 - ---------- --------- ------- -------- -------- --------- $ 128,808 $ 121,635 $ 8,634 $128,092 $121,027 $ 8,600 ========== ========= ======= ======== ======== ========= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,909 $ 2,741 $ 862 $ 3,263 $ 3,154 $ 877 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch 51,820 51,820 - 49,199 49,199 - Other 3,861 3,861 - 4,950 4,950 - Land Sale Deposits 45 45 - 141 141 - ---------- --------- ------- -------- -------- --------- Total Liabilities 66,235 58,467 8,462 65,153 57,444 8,477 Stockholders' Equity and Partners' Capital 62,573 63,168 172 62,939 63,583 123 ---------- --------- ------- -------- -------- --------- $ 128,808 $ 121,635 $ 8,634 $128,092 $121,027 $ 8,600 ========== ========= ======= ======== ======== =========
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -17- 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Six Months Ended September 30, ----------------------------------------------------------------------------------- 1994 1993 ---------------------------------------- ---------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary ------------ ------------- ------------- ------------ ------------- ------------- Cash Flows - Operating Activities Net Earnings (Loss) $ (366) $ (415) $ 49 $ (928) $ (871) $ (57) Net Change in Payables, Accruals, Deposits and Receivables (385) (338) (47) 426 368 58 Decrease (Increase) in Notes Receivable 119 119 - (550) (550) - (Increase) Decrease in Projects Held for Development and Sale (86) (86) - 8,027 8,027 - --------- -------- -------- ------- -------- ------- (718) (720) 2 6,975 6,974 1 --------- -------- -------- ------- -------- ------- Cash Flows - Financing Activities Increase (Decrease) in Notes Payable 1,532 1,532 - (7,851) (7,851) - --------- -------- -------- ------- -------- ------- 1,532 1,532 - (7,851) (7,851) - --------- -------- -------- ------- -------- ------- Net Increase (Decrease) In Cash 814 812 2 (876) (877) 1 Cash At Beginning Of Year 101 101 - 1,252 1,252 - --------- -------- -------- ------- -------- ------- Cash At End Of Period $ 915 $ 913 $ 2 $ 376 $ 375 $ 1 ========= ======== ======== ======= ======== =======
See notes to condensed combining financial statements. -18- 22 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS SEPTEMBER 30, 1994 (unaudited) (A) On November 30, 1987 Centex Corporation ("Centex") distributed to a nominee all of the issued and outstanding shares of common stock of 3333 Holding Corporation ("Holding") and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. (the "Partnership"). 3333 Development Company ("Development"), a wholly-owned subsidiary of Holding, serves as general partner of the Partnership. These securities are held by the nominee on behalf of Centex stockholders and will trade in tandem with the common stock of Centex until such time as they are detached. (B) See Note B to the condensed consolidated financial statements of Centex Corporation and subsidiaries included elsewhere in this Form 10-Q for supplementary condensed combined financial statements for Centex, Holding and subsidiary and the Partnership. (C) The Partnership sells lots to Centex Real Estate Corporation ("CREC") pursuant to certain purchase and sale agreements. Revenues from these sales totaled $3,468,000 and $1,716,000 for the six months ended September 30, 1994 and 1993 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Six Months Ended September 30, 1994 ---------------------------------------------------------------------------- Centex Development 3333 Holding Corporation Company, L.P. and Subsidiary ----------------------------------- ------------------------------------ CLASS B GENERAL LIMITED CAPITAL IN UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS -------- -------- -------- -------- -------- --------- -------- Balance at March 31, 1994 $ 62,939 $ 500 $ 767 $ 62,316 $ 1 $ 800 $ (678) Net Earnings/Loss (366) - - (415) - - 49 ---------- ---------- --------- --------- ----------- ------------ ---------- BALANCE AT SEPTEMBER 30, 1994 $ 62,573 $ 500 $ 767 $ 61,901 $ 1 $ 800 $ (629) ========== ========== ========= ========= =========== =========== ==========
(E) The Partnership and the holder of the Forster Ranch non-recourse notes have signed an agreement to transfer ownership of the property in satisfaction of the debt, subject to revision of certain land use entitlements, by April 1995. In connection with this agreement, CREC has agreed to fund certain holding and other costs CDC will incur through April 1995 in connection with its rezoning efforts. (F) Effective April 1, 1994, Development designated Holding to replace Centex Development Management Company as manager of the Partnership. Holding will be compensated by the Partnership for its services. -19- 23 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The liquidity of 3333 Holding Corporation ("Holding") and Subsidiary ("Development") and Centex Development Company, L.P. (the "Partnership") is largely dependent on the timing, which is uncertain, of future real estate sales. The ability to obtain external debt or equity capital is subject to the provisions of Holding's loan agreement with Centex and the partnership agreement. Based on their current financial condition, these companies believe they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. RESULTS OF OPERATIONS For the six months ended September 30, 1994, the combined entities had revenues of $4,435,000 and a loss of $366,000. For the quarter, revenues were $1,330,000 and the loss was $229,000. The revenues for the six months included proceeds from the sale of commercial property in California and Texas, and residential property in Florida, New Jersey and Illinois. Due to the financial dynamics of the Partnership's business, a comparison with the revenues from real estate sales for the same period in 1993 is not meaningful. The timing of future revenues from the development and sale of real estate will result in fluctuating operating results for the Partnership. -20- 24 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27.1 - Financial Data Schedule Exhibit 27.2 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended September 30, 1994. All other items required under Part II are omitted because they are not applicable. -21- 25 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 11, 1994 /s/ J. Stephen Bilheimer ---------------------------- J. Stephen Bilheimer President November 11, 1994 /s/ Roger Sefzik ---------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -22- 26 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX DEVELOPMENT COMPANY, L.P. ---------------------------------- Registrant By: 3333 Development Corporation, General Partner November 11, 1994 /s/ J. Stephen Bilheimer ---------------------------------- J. Stephen Bilheimer President November 11, 1994 /s/ Roger Sefzik ---------------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -23- 27 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 27.1 Financial Data Schedule for Centex Corporation 27.2 Financial Data Schedule for Centex Development Company, L.P. 27.3 Financial Data Schedule for 3333 Holding Corporation
EX-27.1 2 EXHIBIT 27.1 FDS FOR CENTEX CORPORATION
5 This schedule contains summary financial information extracted from Centex Corporation's September 30, 1994, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000018532 CENTEX CORPORATION 1,000 6-MOS MAR-31-1995 APR-01-1994 SEP-30-1994 30,584 149,004 684,533 0 1,141,808 0 82,858 38,332 2,261,627 0 222,218 7,304 0 0 667,886 2,261,627 1,688,226 1,697,701 1,623,022 1,623,022 7,340 0 14,801 111,866 41,567 70,299 0 0 0 70,299 2.24 0
EX-27.2 3 EXHIBIT 27.2 FDS FOR CENTEX DEV. CO. L.P.
5 This schedule contains summary financial information extracted from Centex Development Company, L.P.'s September 30, 1994, 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-31-1995 APR-01-1994 SEP-30-1994 913 0 1,734 0 118,988 0 0 0 121,635 0 0 0 0 0 63,168 121,635 4,174 4,174 4,589 4,589 0 0 0 (415) 0 (415) 0 0 0 (415) 0 0
EX-27.3 4 EXHIBIT 27.3 FDS FOR 3333 HOLDING CORPORATION
5 This schedule contains summary financial information extracted from 3333 Holding Corporation's September 30, 1994, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000818762 3333 HOLDING CORPORATION 1,000 6-MOS MAR-31-1995 APR-01-1994 SEP-30-1994 2 0 7,865 0 0 0 0 0 8,634 0 0 0 0 0 172 8,634 712 712 663 663 0 0 0 49 0 49 0 0 0 49 0 0
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