-----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, OA4Stp29aVfMIZqS9rgMB55+GgC0g5nc9CvEes37km135MNnfGQvodkMF1kjUk9F BVre/eet+5sALNjTPEWNsg== 0000950134-95-001888.txt : 19950814 0000950134-95-001888.hdr.sgml : 19950814 ACCESSION NUMBER: 0000950134-95-001888 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06776 FILM NUMBER: 95561526 BUSINESS ADDRESS: STREET 1: 3333 LEE PARKWAY SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596500 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3333 HOLDING CORP CENTRAL INDEX KEY: 0000818762 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 752178860 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09624 FILM NUMBER: 95561527 BUSINESS ADDRESS: STREET 1: 3333 LEE PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX DEVELOPMENT CO LP CENTRAL INDEX KEY: 0000818764 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 752168471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09625 FILM NUMBER: 95561528 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1995 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 JUNE 30, 1995 Commission File No. 1-6776 [Centex Logo] CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 3333 Lee Parkway, Suite 1200 Dallas, Texas 75219 (214) 559-6500 Commission File Nos. 1-9624 and 1-9625, respectively 3333 HOLDING CORPORATION A Nevada Corporation CENTEX DEVELOPMENT COMPANY, L.P. A Delaware Limited Partnership IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively 3333 Lee Parkway, Suite 500 Dallas, Texas 75219 (214) 559-6700 The registrants have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and have been subject to such filing requirements for the past 90 days. - -------------------------------------------------------------------------------- As of the close of business on August 8, 1995, 28,192,809 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 JUNE 30, 1995 CENTEX CORPORATION
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended June 30, 1995 2 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statement of Cash Flows for the Three Months Ended June 30, 1995 4 Notes to Condensed Consolidated Financial Statements 5-7 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-10 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12
-i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 13 Condensed Combining Statement of Operations for the Three Months Ended June 30, 1995 14 Condensed Combining Balance Sheets 15 Condensed Combining Statement of Cash Flows for the Three Months Ended June 30, 1995 16 Notes to Condensed Combining Financial Statements 17 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 18 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 19 SIGNATURES 20-21
-ii- 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -1- 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE THREE MONTHS ENDED June 30, --------------------------------------- 1995 1994 -------------- ------------- REVENUES Home Building $ 429,306 $ 531,896 Financial Services 25,267 37,584 Contracting and Construction Services 246,377 263,037 -------------- ------------- 700,950 832,517 -------------- ------------- COSTS AND EXPENSES Home Building 410,781 503,664 Financial Services 23,265 32,167 Contracting and Construction Services 246,334 263,642 Other, net 183 415 Equity in Earnings of Affiliate (CXP) (5,911) (3,713) Corporate General and Administrative 3,645 3,697 Interest Expense 9,580 7,194 -------------- ------------- 687,877 807,066 -------------- ------------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 13,073 25,451 Gain on CXP Initial Public Offering - 59,328 -------------- ------------- EARNINGS BEFORE INCOME TAXES 13,073 84,779 Income Taxes 5,200 31,381 -------------- ------------- NET EARNINGS $ 7,873 $ 53,398 ============== ============= EARNINGS PER SHARE $ 0.27 $ 1.67 ============== ============= AVERAGE SHARES OUTSTANDING 28,902,755 31,962,028 ============== ============= CASH DIVIDENDS PER SHARE $ .05 $ .05 ============== =============
See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation ----------------------------- ------------------------------ June 30, March 31, June 30, March 31, 1995* 1995** 1995* 1995** ---------- ---------- ---------- --------- ASSETS Cash and Cash Equivalents $ 20,370 $ 23,785 $ 16,109 $ 18,534 Receivables - Residential Mortgage Loans 505,206 413,802 - - Other 228,065 235,795 218,642 226,744 Affiliates - - - - Inventories 1,184,117 1,166,471 1,184,117 1,166,471 Investments - Centex Development Company, L.P. 46,581 46,585 46,581 46,585 Centex Construction Products, Inc. 93,703 89,871 93,703 89,871 Joint Ventures and Other 7,001 5,695 7,001 5,695 Unconsolidated Subsidiaries - - 42,798 29,082 Property and Equipment, net 40,099 41,267 26,032 25,341 Other Assets and Deferred Charges 26,093 26,427 20,320 19,739 ---------- ---------- ---------- ---------- $2,151,235 $2,049,698 $1,655,303 $1,628,062 ========== ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 539,128 $ 555,944 $ 481,902 $ 504,659 Short-term Debt 594,427 576,260 155,145 204,851 Long-term Debt 322,054 222,530 322,054 222,530 Deferred Income Taxes 19,301 26,737 19,877 27,795 Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - - - Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,161,011 and 28,070,978, respectively 7,040 7,018 7,040 7,018 Capital in Excess of Par Value 1,611 - 1,611 - Retained Earnings 667,674 661,209 667,674 661,209 ---------- ---------- ---------- ---------- Total Stockholders' Equity 676,325 668,227 676,325 668,227 ---------- ---------- ---------- ---------- $2,151,235 $2,049,698 $1,655,303 $1,628,062 ========== ========== ========== ========== Financial Services ----------------------------- June 30, March 31, 1995* 1995** ---------- ---------- ASSETS Cash and Cash Equivalents $ 4,261 $ 5,251 Receivables - Residential Mortgage Loans 505,206 413,802 Other 9,423 9,051 Affiliates (4,034) 65,521 Inventories - - Investments - Centex Development Company, L.P. - - Centex Construction Products, Inc. - - Joint Ventures and Other - - Unconsolidated Subsidiaries - - Property and Equipment, net 14,067 15,926 Other Assets and Deferred Charges 5,773 6,688 ---------- ---------- $ 534,696 $ 516,239 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 57,226 $ 51,285 Short-term Debt 439,282 371,409 Long-term Debt - - Deferred Income Taxes (576) (1,058) Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,161,011 and 28,070,978, respectively 2 12 Capital in Excess of Par Value 35,472 51,908 Retained Earnings 3,290 42,683 ---------- ---------- Total Stockholders' Equity 38,764 94,603 ---------- ---------- $ 534,696 $ 516,239 ========== ==========
See notes to condensed consolidated financial statements. * Unaudited ** Condensed from audited financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all subsidiaries other than those included in Financial Services (CTX Mortgage and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE THREE MONTHS ENDED June 30, ---------------------------------- 1995 1994 ------------ ----------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 7,873 $ 53,398 Adjustments - Depreciation and Amortization 3,165 2,023 Deferred Income Taxes (5,768) (8,455) Gain Related to CXP's IPO, net of Tax - (37,495) Equity in Losses of Joint Ventures, Unconsolidated Subsidiaries, and CDC 68 198 Equity in Earnings of Affiliate (CXP), net of Tax (3,832) (2,401) Decrease (Increase) in Receivables 7,888 (52,585) (Increase) Decrease in Residential Mortgage Loans (91,562) 217,067 Increase in Inventories (17,648) (40,802) Decrease in Government-Guaranteed S&L Assets - 11,160 (Decrease) Increase in Payables and Accruals (17,507) 19,254 Decrease (Increase) in Other Assets 11 (1,523) Other, net (977) (6,639) ------------ ----------- (118,289) 153,200 ------------ ----------- CASH FLOWS - INVESTING ACTIVITIES Increase in Advances to Joint Ventures, Unconsolidated Subsidiaries, and CDC (1,370) (492) Dividend and Other Receipts Related to CXP's IPO - 186,525 Property and Equipment Additions, net (1,672) (4,673) Increase in Marketable Securities - (48,536) ------------ ----------- (3,042) 132,824 ------------ ----------- CASH FLOWS - FINANCING ACTIVITIES Decrease in S&L Deposits and Debt - (14,777) Increase (Decrease) in Debt 117,691 (271,647) Retirement of Common Stock - (30,564) Proceeds from Stock Option Exercises 1,633 856 Dividends Paid (1,408) (1,560) ------------ ----------- 117,916 (317,692) ------------ ----------- NET DECREASE IN CASH (3,415) (31,668) CASH AT BEGINNING OF YEAR 23,785 76,287 ------------ ----------- CASH AT END OF PERIOD $ 20,370 $ 44,619 ============ ===========
See notes to condensed consolidated financial statements. -4- 8 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (unaudited) (A) A summary of changes in stockholders' equity is presented below:
Capital in Preferred Common Excess of Retained Stock Stock Par Value Earnings Total ------- -------- ----------- ---------- ------------ (dollars in thousands) Balance, March 31, 1995 $ - $ 7,018 $ - $ 661,209 $ 668,227 Net Earnings - - - 7,873 7,873 Exercise of Stock Options - 22 1,611 - 1,633 Cash Dividends - - - (1,408) (1,408) ------- -------- ----------- ---------- ------------ BALANCE, JUNE 30, 1995 $ - $ 7,040 $ 1,611 $ 667,674 $ 676,325 ======= ======== =========== ========== ============
(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: -5- 9 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
June 30, March 31, 1995 1995* ------------ ------------ ASSETS Cash and Cash Equivalents $ 22,734 $ 25,207 Receivables 738,127 653,622 Inventories 1,284,994 1,266,509 Investments in Centex Construction Products, Inc. 93,703 89,871 Joint Ventures and Unconsolidated Subsidiaries 7,001 5,695 Property and Equipment, net 40,099 41,267 Other Assets and Deferred Charges 26,093 26,427 ------------ ------------ $ 2,212,751 $ 2,108,598 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 541,479 $ 557,640 Short-term Debt 652,675 632,745 Long-term Debt 322,054 222,530 Deferred Income Taxes 19,301 26,737 Stockholders' Equity 677,242 668,946 ------------ ------------ $ 2,212,751 $ 2,108,598 ============ ============
* Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
June 30, ------------------------------------ FOR THE THREE MONTHS ENDED 1995 1994 ------------ ------------ Revenues $ 701,685 $ 832,799 Costs and Expenses 688,414 807,334 ------------ ------------ Earnings Before Gain on CXP's Initial Public Offering and Income Taxes 13,271 25,465 Gain on CXP's Initial Public Offering - 59,328 ------------ ------------ Earnings Before Income Taxes 13,271 84,793 Income Taxes 5,200 31,381 ------------ ------------ NET EARNINGS $ 8,071 $ 53,412 ============ ============
-6- 10 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $13 million as of June 30, 1995 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $320 million. These options and commitments expire at various dates to the year 2000. The Company has also committed to purchase land and developed lots totaling approximately $55 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 are included in their respective costs and expenses. Interest related to non-financial services operations are included as interest expense as summarized below.
Three Months Ended ------------------------------------- 6/30/95 6/30/94 ------------- ------------ Total Interest Incurred $ 15,481 $ 15,028 Less - Financial Services (5,901) (7,834) ------------- ------------ INTEREST EXPENSE $ 9,580 $ 7,194 ============= ============
(E) During the quarter ended June 30, 1994, Centex Construction Products, Inc. completed an initial public offering of 51% of its stock and began trading on the New York Stock Exchange under the symbol "CXP." Centex received a dividend and other payments from CXP totaling approximately $186.5 million. (F) Certain prior year balances have been reclassified to be consistent with the fiscal 1996 presentation. -7- 11 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex consolidated revenues for the quarter were $701 million, 16% less than revenues of $833 million for the same quarter last year. Earnings before income taxes were $13.1 million, 49% less than $25.5 of earnings before income taxes and prior to the gain related to the Centex Construction Products, Inc. ("CXP") Initial Public Offering for the same quarter in fiscal 1995. Net earnings were $7.9 million and earnings per share were $.27 for this quarter compared to $15.9 million and $.50 for the same quarter last year prior to the CXP gain. Including the CXP gain, net earnings and earnings per share were $53.4 million and $1.67, respectively, for the fiscal 1995 quarter. 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 $186.5 million from the transaction. Centex retains ownership of 49% of CXP's stock. HOME BUILDING The following summarizes Home Building results for the quarter ended June 30, 1995 compared to the quarter ended June 30, 1994 (dollars in millions, except per unit data):
1995 1994 -------------------------- -------------------------- Home Building Revenues $ 429.3 100.0% $ 531.9 100.0% Cost of Sales (352.9) (82.2%) (443.1) (83.3%) Selling, General & Administrative (57.9) (13.5%) (60.6) (11.4%) ---------- ----- ---------- ----- Operating Earnings $ 18.5 4.3% $ 28.2 5.3% ---------- ----- ----------- ----- Units Closed 2,652 3,233 Unit Sales Price $ 160,092 $ 154,625 % Change 3.5% 8.4% Operating Earnings per Unit $ 6,985 $ 8,732 % Change (20.0%) 42.0%
The operating earnings for the quarter ended June 30, 1995 were lower as a percentage of revenue and on a per unit basis compared to the same period last year as a result of certain general and administrative costs being absorbed by 18% fewer closed units. -8- 12 FINANCIAL SERVICES The Financial Services segment consists of Mortgage Banking in 1995 and Mortgage Banking and Savings and Loan in 1994. The following summarizes Financial Services' results for the quarter ended June 30, 1995 compared to the quarter ended June 30, 1994 (dollars in millions):
1995 1994 ---------- ---------- Revenues $ 25.3 $ 37.6 ---------- ---------- Operating Earnings $ 2.0 $ 5.4 ---------- ---------- Origination Volume $ 1,059 $ 1,260 ---------- ---------- Number of Loans Originated Centex-built Homes 1,736 2,282 Non-Centex-built Homes 7,440 9,056 ---------- --------- 9,176 11,338 ========== ========
Declining interest rates during the quarter resulted in a 6% increase in mortgage applications over last year's quarter. Applications for the current quarter totaled 10,919, even though Mortgage Banking has approximately 40% fewer offices than it had a year ago as a result of recent restructuring and consolidation efforts. Assuming interest rates remain at or near current levels, the Company expects Mortgage Banking's profitability to improve in future quarters. Savings and Loan revenues were $1.8 million and operating earnings were $.6 million for the quarter ended June 30, 1994. In December 1994, the Savings and Loan sold its deposits and branches for a pre-tax gain of $3.2 million. The completion of the sale was Centex's final step in exiting the savings and loan industry. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter ended June 30, 1995 compared to the quarter ended June 30, 1994 (dollars in millions):
1995 1994 ---------- ---------- Revenues $ 246.4 $ 263.0 ---------- ---------- Operating Earnings (Loss) $ - $ (.6) ---------- ---------- New Contracts Received $ 268 $ 411 ---------- ---------- Backlog of Uncompleted Contracts $ 1,350 $ 1,384 ---------- ----------
Although Contracting and Construction Service's results continued to be impacted by an intensely competitive environment, the operation reported its first operating gain since the quarter ended March 31, 1992. Nonresidential construction is improving as the economy strengthens and profit margins in this group are beginning to improve. -9- 13 The Contracting and Construction Services operation provided a positive average net cash flow in excess of Centex's investment in the group of approximately $55 million during the current quarter and $69.5 million for the same quarter last year. EQUITY IN EARNINGS OF AFFILIATE (CXP) Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $5.9 million for the current quarter, a 59% increase over $3.7 million for the same quarter a year ago. Centex Construction Products, Inc. continues to benefit from improved demand and pricing for its cement and gypsum wallboard products. FINANCIAL CONDITION AND LIQUIDITY Centex fulfills its short-term financing requirements with cash generated from its operations and funds available under its credit facilities. These credit facilities also serve as back-up lines for overnight borrowings under its uncommitted bank facilities and commercial paper program. In addition, CTX Mortgage Company has its own $500 million of credit facilities to finance mortgages which are held during the period while they are being securitized and readied for delivery against forward sale commitments. As a result of improving home sales and related construction activity, cash of $17.6 million during the quarter ended June 30, 1995 and $40.8 million during the quarter ended June 30, 1994 was used to fund the increase in homes under construction, home building land and land development costs. Residential mortgage loans increased from their March 31, 1995 level by $91.6 million due to the increase in mortgage banking activity. The increase in mortgage activity was financed with the existing CTX Mortgage Company credit facilities. In the quarter ended June 30, 1994, a significant source of funds was the dividend and other receipts related to CXP's Initial Public Offering, which provided $186.5 million in cash to Centex. The cash was used to reduce short- term indebtedness. During the June 30, 1995 quarter the Company issued $100 million of ten-year subordinated debentures with an interest rate of 7 3/8%. The proceeds were used to reduce short-term indebtedness. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. OUTLOOK The Company is continuing with its efforts to acquire equity interests in Dallas-based Vista Properties, Inc. and its affiliated partnership, Vista Partners. Centex has amended its Securities Purchase agreement with Vista to provide aggregate consideration of $94.5 million for Vista's noteholders and stockholders and to increase the consideration by $1 million to $95.5 million if Vista initiates its prepackaged bankruptcy proceedings on or before August 18, 1995. The ultimate acquisition at the $95.5 million consideration level would require an investment of approximately $75 million by the Company. The decrease in interest rates during the quarter has had a positive impact on both the Home Building and Financial Services businesses. If current sales rates are sustained over the next several months, the Company expects the financial results in the second half of fiscal 1996 to be favorably affected. -10- 14 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 Company filed a report on Form 8-K dated June 5, 1995, relating to the pricing and sale of $100,000,000 aggregate principal amount of the Company's Subordinated Debt Securities and the filing of related exhibits. All other items required under Part II are omitted because they are not applicable. -11- 15 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 August 10, 1995 /s/ David W. Quinn David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) August 10, 1995 /s/ Michael S. Albright Michael S. Albright Vice President - Finance and Controller (chief accounting officer) -12- 16 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. -13- 17 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 June 30, ----------------------------------------------------------------------------------- 1995 1994 ------------------------------------------ -------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ---------- ------------- ------------ -------- ------------- ------------- Revenues $ 2,382 $ 2,241 $ 611 $ 3,105 $ 2,977 $ 336 Costs and Expenses 2,372 2,429 413 3,242 3,128 322 ---------- --------- ------- -------- ------- ------ Earnings (Loss) Before Income Taxes 10 (188) 198 (137) (151) 14 Income Taxes - - - - - - ---------- --------- ------- -------- ------- ------ NET EARNINGS (LOSS) $ 10 $ (188) $ 198 $ (137) $ (151) $ 14 ========== ========= ======= ======== ======= ====== EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ (188) $ 198 $ (151) $ 14 ========= ======= ======= ======
See notes to condensed combining financial statements. -14- 18 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. Condensed Combining Balance Sheets (dollars in thousands)
June 30, 1995* March 31, 1995** ----------------------------------------- ------------------------------------- 3333 Holding 3333 Holding Centex Corporation Centex Corporation Development and Development and Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary --------- ------------- ------------ ---------- ------------- ------------- ASSETS Cash $ 2,364 $ 2,363 $ 1 $ 1,422 $ 1,403 $ 19 Accounts Receivable 406 690 192 187 570 187 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 4,642 4,642 - 4,025 4,025 - Investment in Affiliate - - 767 - - 767 Projects Held for Development & Sale - Forster Ranch 54,651 54,651 - 53,493 53,493 - Other 45,310 45,310 - 46,455 46,455 - --------- --------- -------- ---------- --------- ------- $ 115,073 $ 107,656 $ 8,660 $ 113,282 $ 105,946 $ 8,673 ========= ========= ======== ========== ========= ======= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,503 $ 2,336 $ 643 $ 2,480 $ 2,196 $ 854 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch 54,651 54,651 - 53,493 53,493 - Other 3,492 3,492 - 2,992 2,992 - Land Sale Deposits 105 105 - 5 5 - --------- --------- -------- ---------- --------- ------- Total Liabilities 68,351 60,584 8,243 66,570 58,686 8,454 Stockholders' Equity and Partners' Capital 46,722 47,072 417 46,712 47,260 219 --------- --------- -------- ---------- --------- ------- $ 115,073 $ 107,656 $ 8,660 $ 113,282 $ 105,946 $ 8,673 ========= ========= ======== ========== ========= =======
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -15- 19 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Three Months Ended June 30, ---------------------------------------------------------------------------------- 1995 1994 ----------------------------------------- ------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ------- ------------- ------------ -------- ------------- ------------ CASH FLOWS - OPERATING ACTIVITIES Net Earnings (Loss) $ 10 $ (188) $ 198 $ (137) $ (151) $ 14 Net Change in Payables, Accruals, Deposits and Receivables (96) 120 (216) 235 247 (12) (Increase)Decrease in Notes Receivable (617) (617) - 91 91 - (Increase) Decrease in Projects Held for Development and Sale (13) (13) - 548 548 - ------- ------- ------ ------ ------ -------- (716) (698) (18) 737 735 2 ------- ------- ------ ------ ------ -------- CASH FLOWS - FINANCING ACTIVITIES Increase in Notes Payable 1,658 1,658 - 168 168 - ------- ------- ------ ------ ------ -------- 1,658 1,658 - 168 168 - ------- ------- ------ ------ ------ -------- NET INCREASE (DECREASE) IN CASH 942 960 (18) 905 903 2 CASH AT BEGINNING OF YEAR 1,422 1,403 19 101 101 - ------- ------- ------ ------ ------ -------- CASH AT END OF PERIOD $ 2,364 $ 2,363 $ 1 $1,006 $1,004 $ 2 ======= ======= ====== ====== ====== ========
See notes to condensed combining financial statements. -16- 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS JUNE 30, 1995 (unaudited) (A) On November 30, 1987 Centex Corporation ("Centex") distributed to a nominee all of the issued and outstanding shares of common stock of 3333 Holding Corporation ("Holding") and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. (the "Partnership"). 3333 Development Company ("Development"), a wholly-owned subsidiary of Holding, serves as general partner of the Partnership. These securities are held by the nominee on behalf of Centex stockholders and will trade in tandem with the common stock of Centex until such time as they are detached. (B) See Note B to the condensed consolidated financial statements of Centex Corporation and subsidiaries included elsewhere in this Form 10-Q for supplementary condensed combined financial statements for Centex, 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 $1,165,000 and $2,524,000 for the three months ended June 30, 1995 and 1994 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Three Months Ended June 30, 1995 -------------------------------------------------------------------------- 3333 Holding Corporation Centex Development Company, L.P. and Subsidiary -------------------------------- ----------------------------------- CLASS B GENERAL LIMITED CAPITAL IN UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS -------- -------- -------- -------- -------- --------- -------- Balance at March 31, 1995 $ 46,712 $ 500 $ 767 $ 45,993 $ 1 $ 800 $ (582) Net Earnings (Loss) 10 - - (188) - - 198 ---------- ----------- --------- --------- ---------- --------- ---------- BALANCE AT JUNE 30, 1995 $ 46,722 $ 500 $ 767 $ 45,805 $ 1 $ 800 $ (384) ========== =========== ========= ========= ========== ========= ==========
(E) The Partnership and the holder of the Forster Ranch non-recourse notes have signed an agreement that may result in the transfer of ownership of the property to the lender in satisfaction of the debt. In connection with this agreement, CREC has agreed to fund certain holding and other costs CDC will incur through September 1995 in connection with its rezoning efforts. -17- 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS On a combined basis, revenues for the quarter ended June 30, 1995 of $2.4 million included results from the sale of commercial property in Texas, and residential property in Florida and New Jersey. Revenues of $3.1 million for the quarter ended June 30, 1994 included the sale of commercial property in California and residential property in Florida and New Jersey. The quarter ended June 30, 1995 reflected combined net earnings of $10,000, compared to a net loss of $137,000 for the same quarter last year. The improvement in earnings relates to the higher gross margin on real estate sales and a reduction in selling and administrative costs and expenses in the quarter ended June 30, 1995 compared to the same quarter last year. LIQUIDITY AND CAPITAL RESOURCES Holding, Development and the Partnership believe that they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. The revenues, earnings and liquidity of these companies are largely dependent on future land sales, the timing of which is uncertain. The ability to obtain external debt or equity capital is subject to the provisions of Holding's loan agreement with Centex and the Partnership Agreement governing the Partnership. -18- 22 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 June 30, 1995 All other items required under Part II are omitted because they are not applicable. -19- 23 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 August 10, 1995 /s/ J. Stephen Bilheimer J. Stephen Bilheimer President August 10, 1995 /s/ Roger Sefzik Roger Sefzik Vice President and Treasurer (chief accounting officer) -20- 24 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 August 10, 1995 /s/ J. Stephen Bilheimer J. Stephen Bilheimer President August 10, 1995 /s/ Roger Sefzik Roger Sefzik Vice President and Treasurer (chief accounting officer) -21- 25 EXHIBIT INDEX
Exhibit No. Description - -------- ----------------------------- 27 Financial Data Schedule 27.1 Financial Data Schedule 27.2 Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX CORPORATION'S JUNE 30, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995. 0000018532 CENTEX CORPORATION 1,000 3-MOS MAR-31-1996 APR-01-1995 JUN-30-1995 20,370 0 733,271 0 1,184,117 0 81,917 41,818 2,151,235 0 322,054 7,040 0 0 669,285 2,151,235 700,950 706,861 680,563 680,563 3,645 0 9,580 13,073 5,200 7,873 0 0 0 7,873 0.27 0.00
EX-27.1 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING CORPORATION'S JUNE 30, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995. 0000818762 3333 HOLDING CORPORATION 1,000 3-MOS MAR-31-1996 APR-01-1995 JUN-30-1995 1 0 7,892 0 0 0 0 0 8,660 0 0 1 0 0 416 8,660 611 611 413 413 0 0 0 198 0 198 0 0 0 198 0.00 0.00
EX-27.2 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX DEVELOPMENT COMPANY L.P.'S JUNE 30, 1995 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995. 0000818764 CENTEX DEVELOPMENT COMPANY, L.P. 1,000 3-MOS MAR-31-1996 APR-01-1995 JUN-30-1995 2,363 0 5,332 0 99,961 0 0 0 107,656 0 0 500 0 0 46,572 107,656 2,241 2,241 2,429 2,429 0 0 0 (188) 0 (188) 0 0 0 (188) 0.00 0.00
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