-----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, LVmHtRII4DJFw0B6zf3CedvY07DhBd/QHl8ddZVCpRnKCTCii1Phmo6K8UmaeYwC F8/biGvTlR9P/FZM5DEZrw== 0000950134-96-000419.txt : 19960216 0000950134-96-000419.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950134-96-000419 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960214 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: 96518639 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: 96518640 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: 96518641 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 PERIOD END 12/31/95 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q JOINT QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended DECEMBER 31, 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 February 9, 1996, 28,401,342 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 1,000 class A units of limited partnership interest of Centex Development Company, L.P. were outstanding. - -------------------------------------------------------------------------------- 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS DECEMBER 31, 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 December 31, 1995 2 Condensed Consolidated Statement of Earnings for the Nine Months Ended December 31, 1995 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended December 31, 1995 5 Notes to Condensed Consolidated Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-12 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14
-i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P.
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 15 Condensed Combining Statement of Operations for the Three Months Ended December 31, 1995 16 Condensed Combining Statement of Operations for the Nine Months Ended December 31, 1995 17 Condensed Combining Balance Sheets 18 Condensed Combining Statement of Cash Flows for the Nine Months Ended December 31, 1995 19 Notes to Condensed Combining Financial Statements 20 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 21 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 22 SIGNATURES 23-24
-ii- 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -1- 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE THREE MONTHS ENDED December 31, -------------------------------- 1995 1994 ----------- ----------- REVENUES Home Building $ 499,199 $ 485,042 Financial Services 33,307 27,258 Contracting and Construction Services 257,643 280,905 ----------- ----------- 790,149 793,205 ----------- ----------- COSTS AND EXPENSES Home Building 470,612 460,691 Financial Services 28,080 23,269 Contracting and Construction Services 259,593 281,475 Other, net 29 398 Equity in Earnings of Affiliate (CXP) (7,519) (4,337) Corporate General and Administrative 3,540 3,980 Interest Expense 10,908 8,418 ----------- ----------- 765,243 773,894 ----------- ----------- EARNINGS BEFORE INCOME TAXES 24,906 19,311 Income Taxes 9,750 6,254 ----------- ----------- NET EARNINGS $ 15,156 $ 13,057 =========== =========== EARNINGS PER SHARE $ 0.52 $ 0.44 =========== =========== AVERAGE SHARES OUTSTANDING 29,229,616 29,485,220 =========== =========== CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05 =========== ===========
See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE NINE MONTHS ENDED December 31, -------------------------------- 1995 1994 ----------- ----------- REVENUES Home Building $ 1,410,522 $ 1,571,897 Financial Services 93,243 94,731 Contracting and Construction Services 774,180 814,803 ----------- ----------- 2,277,945 2,481,431 ----------- ----------- COSTS AND EXPENSES Home Building 1,338,903 1,487,282 Financial Services 81,044 83,744 Contracting and Construction Services 775,975 816,523 Other, net 275 1,306 Equity in Earnings of Affiliate (CXP) (21,358) (13,812) Corporate General and Administrative 10,910 11,320 Interest Expense 30,202 23,219 ----------- ----------- 2,215,951 2,409,582 ----------- ----------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 61,994 71,849 Gain on CXP Initial Public Offering - 59,328 ----------- ----------- EARNINGS BEFORE INCOME TAXES 61,994 131,177 Income Taxes 24,414 47,821 ----------- ----------- NET EARNINGS $ 37,580 $ 83,356 =========== =========== EARNINGS PER SHARE $ 1.29 $ 2.71 =========== =========== AVERAGE SHARES OUTSTANDING 29,050,846 30,722,621 =========== =========== CASH DIVIDENDS PER SHARE $ 0.15 $ 0.15 =========== ===========
See notes to condensed consolidated financial statements. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation ------------------------------- ----------------------------- December 31, March 31, December 31, March 31, 1995* 1995** 1995* 1995** --------------- -------------- ------------- ------------- ASSETS Cash and Cash Equivalents $ 23,256 $ 23,785 $ 18,186 $ 18,534 Receivables - Residential Mortgage Loans 592,356 413,802 - - Other 247,234 235,795 234,243 226,744 Affiliates - - - - Inventories 1,257,902 1,166,471 1,257,902 1,166,471 Investments - Centex Development Company, L. P. 40,660 46,585 40,660 46,585 Centex Construction Products, Inc. 103,732 89,871 103,732 89,871 Joint Ventures and Other 5,522 5,695 5,522 5,695 Unconsolidated Subsidiaries - - 35,865 29,082 Property and Equipment, net 37,776 41,267 25,523 25,341 Other Assets and Deferred Charges 23,288 26,427 16,495 19,739 --------------- -------------- ------------- ------------- $ 2,331,726 $ 2,049,698 $ 1,738,128 $ 1,628,062 =============== ============== ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 587,336 $ 555,944 $ 537,097 $ 504,659 Short-term Debt 702,546 576,260 159,187 204,851 Long-term Debt 320,981 222,530 320,981 222,530 Deferred Income Taxes 12,921 26,737 12,921 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 28,398,842 and 28,070,978, respectively 7,100 7,018 7,100 7,018 Capital in Excess of Par Value 6,291 - 6,291 - Retained Earnings 694,551 661,209 694,551 661,209 --------------- -------------- ------------- ------------- Total Stockholders' Equity 707,942 668,227 707,942 668,227 --------------- -------------- ------------- ------------- $ 2,331,726 $ 2,049,698 $ 1,738,128 $ 1,628,062 =============== ============== ============= ============= Financial Services ------------------------------ December 31, March 31, 1995* 1995** ------------ ------------ ASSETS Cash and Cash Equivalents $ 5,070 $ 5,251 Receivables - Residential Mortgage Loans 592,356 413,802 Other 12,991 9,051 Affiliates 1,446 65,521 Inventories - - Investments - Centex Development Company, L. P. - - Centex Construction Products, Inc. - - Joint Ventures and Other - - Unconsolidated Subsidiaries - - Property and Equipment, net 12,253 15,926 Other Assets and Deferred Charges 6,793 6,688 ------------ ------------ $ 630,909 $ 516,239 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 50,239 $ 51,285 Short-term Debt 543,359 371,409 Long-term Debt - - Deferred Income Taxes - (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 28,398,842 and 28,070,978, respectively 2 12 Capital in Excess of Par Value 36,685 51,908 Retained Earnings 624 42,683 ------------ ------------ Total Stockholders' Equity 37,311 94,603 ------------ ------------ $ 630,909 $ 516,239 ============ ============ See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all subsidiaries other than * Unaudited those included in Financial Services (CTX Mortgage and ** Condensed from audited financial statements. Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.
-4- 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE NINE MONTHS ENDED December 31, ------------------------------ 1995 1994 ---------- ---------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 37,580 $ 83,356 Adjustments - Depreciation and Amortization 9,396 2,938 Deferred Income Taxes (8,425) (8,543) Gain Related to CXP's IPO, net of Tax - (37,495) Equity in Earnings of CXP, CDC and Joint Ventures (14,192) (8,169) Increase in Receivables (8,934) (16,744) (Increase) Decrease in Residential Mortgage Loans (178,554) 399,146 Decrease (Increase) in Inventories 3,007 (120,023) Decrease in Government-Guaranteed S&L Assets - 43,767 Increase (Decrease) in Payables and Accruals 17,558 (43,315) Decrease (Increase) in Other Assets 2,597 (8,515) Other, net (3,518) (7,311) ---------- ---------- (143,485) 279,092 ---------- ---------- CASH FLOWS - INVESTING ACTIVITIES Decrease in Advances to CDC and Joint Ventures 6,429 9,841 Acquisition of Vista Properties (85,422) - Dividend and Other Receipts Related to CXP's IPO - 186,525 Property and Equipment Additions, net (4,923) (11,185) Decrease in Marketable Securities - 76,697 ---------- ---------- (83,916) 261,878 ---------- ---------- CASH FLOWS - FINANCING ACTIVITIES Decrease in S&L Deposits and Debt - (211,055) Increase (Decrease) in Debt 224,737 (305,961) Retirement of Common Stock - (74,040) Proceeds from Stock Option Exercises 6,373 1,170 Dividends Paid (4,238) (4,498) ---------- ---------- 226,872 (594,384) ---------- ---------- NET DECREASE IN CASH (529) (53,414) CASH AT BEGINNING OF YEAR 23,785 76,287 ---------- ---------- CASH AT END OF PERIOD $ 23,256 $ 22,873 ========== ==========
See notes to condensed consolidated financial statements. -5- 9 Centex Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements December 31, 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 - - - 37,580 37,580 Exercise of Stock Options - 82 6,291 - 6,373 Cash Dividends - - - (4,238) (4,238) ---------- ---------- ----------- ---------- ------------ BALANCE, DECEMBER 31, 1995 $ - $ 7,100 $ 6,291 $ 694,551 $ 707,942 ========== ========== =========== ========== ============
(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 and Subsidiaries, 3333 Holding Corporation and Subsidiary and Centex Development Company, L. P. Supplementary Condensed Combined Balance Sheets (dollars in thousands)
December 31, March 31, 1995 1995 * ------------------- ------------------ ASSETS Cash and Cash Equivalents $ 24,465 $ 25,207 Receivables 846,577 653,622 Inventories 1,297,002 1,266,509 Investments in Centex Construction Products, Inc. 103,732 89,871 Joint Ventures and Unconsolidated Subsidiaries 5,673 5,695 Property and Equipment, net 37,776 41,267 Other Assets and Deferred Charges 23,288 26,427 ------------------- ------------------ $ 2,338,513 $ 2,108,598 =================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 590,204 $ 557,640 Short-term Debt 705,522 632,745 Long-term Debt 320,981 222,530 Deferred Income Taxes 12,921 26,737 Stockholders' Equity 708,885 668,946 ------------------- ------------------ $ 2,338,513 $ 2,108,598 =================== ==================
*Condensed from audited financial statements. Supplementary Condensed Combined Statement of Earnings (dollars in thousands)
December 31, ------------------------------------------- FOR THE NINE MONTHS ENDED 1995 1994 ------------------- ------------------ Revenues $ 2,289,790 $ 2,485,202 Costs and Expenses 2,227,572 2,353,954 ------------------- ------------------ Earnings Before Income Taxes 62,218 131,248 Income Taxes 24,414 47,821 ------------------- ------------------ NET EARNINGS $ 37,804 $ 83,427 =================== ==================
-7- 11 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $11 million as of December 31, 1995 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $308 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 $58 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $5 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.
Nine Months Ended -------------------------------- 12/31/95 12/31/94 ------------ ------------ Total Interest Incurred $ 51,681 $ 45,026 Less Financial Services (21,479) (21,807) ------------ ------------ INTEREST EXPENSE $ 30,202 $ 23,219 ============ ============
(E) During the quarter ended September 30, 1995, the Company completed the acquisition of an equity interest in Vista Properties, Inc. ("Vista") for approximately $85 million. Vista currently owns approximately 3,300 acres of land in seven states. The land is zoned, planned or developed for single- and multi-family residential, office, retail, industrial, and other commercial uses. Vista's board and management are in process of evaluating what benefits could be derived from coordinating, combining or consolidating the business activities of Vista and certain of the Company's subsidiaries. Although these evaluations are ongoing, Vista and Centex have initiated planning and development work in several key residential sites within Vista's portfolio and have identified commercial development opportunities in three of Vista's major projects. Vista has also initiated discussions with potential joint venture partners on select properties and is continuing with its marketing activities on the balance of its portfolio. In addition, Vista has substantial tax loss carryforwards and other significant tax related benefits which may become partially useable in future years. (F) Certain prior year balances have been reclassified to be consistent with the fiscal 1996 presentation. -8- 12 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex consolidated revenues for the quarter were $790 million, about the same as revenues of $793 million for the same quarter last year. Net earnings for the quarter were $15.2 million, 16% more than $13.1 million for the same quarter a year ago. Earnings per share for this year's quarter were $.52, an 18% increase over $.44 for the same quarter in fiscal 1995. For the nine months ended December 31, 1995, corporate revenues totaled $2.3 billion, 8% less than $2.5 billion for the same period last year. Earnings before income taxes were $62.0 million for the period this year, 14% less than $71.8 million for the same period last year. Total earnings before income taxes for the period last year, including the gain on the sale of 51% of CXP, were $131.2 million. Net earnings for the current nine months were $37.6 million, 18% less than $45.9 million for the same period last year. Total net earnings for the nine months last year, including the gain on the CXP sale, were $83.4 million. Earnings per share for the current nine months were $1.29 compared to $1.49 last year. Total earnings per share for the nine months last year, including the gain from the CXP sale, were $2.71. Earnings per share for both the quarter and the nine months this year declined slightly less than net earnings for the respective periods last year due to fewer average shares outstanding in the current periods. During the fiscal year ended March 31, 1995, Centex repurchased 3.74 million shares of its common stock, or about 12% of the shares outstanding at the beginning of its 1995 fiscal year. HOME BUILDING The following summarizes Home Building results for the quarter and fiscal year-to-date ended December 31, 1995 compared to the quarter and fiscal year-to-date ended December 31, 1994 (dollars in millions, except per unit data):
Quarter Ended Quarter Ended 12/31/95 12/31/94 --------------------------- --------------------------- Home Building Revenues $ 499.2 100.0% $ 485.0 100.0% Cost of Sales (410.9) (82.3%) (398.8) (82.2%) Selling, General & Administrative (59.7) (12.0%) (61.9) (12.8%) ---------- ----- ---------- ----- Operating Earnings $ 28.6 5.7% $ 24.3 5.0% ---------- ----- ---------- ----- Units Closed 2,948 2,994 Unit Sales Price $ 165,262 $ 160,331 % Change 3.1% 8.4% Operating Earnings per Unit $ 9,697 $ 8,133 % Change 19.2% 0.5% Backlog Units 4,773 3,966 % Change 20.3% (28.0%)
-9- 13
Fiscal Fiscal Year-to-Date Year-to-Date 12/31/95 12/31/94 ---------------------------- ---------------------------- Home Building Revenues $ 1,410.5 100.0% $ 1,571.9 100.0% Cost of Sales (1,160.9) (82.3%) (1,302.1) (82.8%) Selling, General & Administrative (178.0) (12.6%) (185.2) (11.8%) ----------- ----- ----------- ----- Operating Earnings $ 71.6 5.1% $ 84.6 5.4% ----------- ----- ----------- ----- Units Closed 8,522 9,696 Unit Sales Price $ 162,927 $ 157,814 % Change 3.2% 8.8% Operating Earnings per Unit $ 8,404 $ 8,727 % Change (3.7%) 22.7% Backlog Units 4,773 3,966 % Change 20.3% (28.0%)
The operating earnings for the quarter ended December 31, 1995 were higher as a percentage of revenues and on a per unit basis compared to the same period last year as a result of an increase in the per unit sales price and a reduction in selling, general and administrative costs. The operating earnings for the fiscal year-to-date ended December 31, 1995 were lower as a percentage of revenues and on a per unit basis compared to the same period last year primarily as a result of certain general and administrative costs being absorbed by 12% fewer closed units in the nine months ended December 31, 1995. 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 and fiscal year-to-date ended December 31, 1995 compared to the quarter and fiscal year-to-date ended December 31, 1994 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 12/31/95 12/31/94 12/31/95 12/31/94 ------------- ------------- ------------ ------------ Revenues $ 33.3 $ 27.3 $ 93.2 $ 94.7 ------- ------- ---------- ---------- Operating Earnings $ 5.2 $ 4.0 * $ 12.2 $ 11.0 * ------- ------- ---------- ---------- Origination Volume $ 1,207 $ 939 $ 3,515 $ 3,364 ------- ------- ---------- ---------- Number of Loans Originated Centex-built Homes 2,108 1,851 5,859 6,403 Non-Centex-built Homes ("spot") 8,096 6,399 24,180 23,507 ------- ------- ---------- ---------- 10,204 8,250 30,039 29,910 ======= ======= ========== ==========
*Includes operating earnings from the savings and loan of $6.1 million and $7.9 million for the quarter and nine months ended December 31, 1994, respectively. -10- 14 Declining interest rates during the first nine months of the fiscal year has resulted in an increase in mortgage applications and originations over the same period last year. Applications for the current quarter totaled 9,754, 36% higher than 7,160 applications for the same quarter last year. Builder applications rose 11% while spot applications increased 45%. Applications for the nine months were 32,337, up 19% from 27,110 for the same period in the prior fiscal year. Builder applications rose 42% for the period while spot applications increased 14%. These increases occurred even though Mortgage Banking had substantially fewer offices than it had during the prior fiscal year. Savings and Loan revenues were $4.8 million for the quarter ended December 31, 1994 and $9.3 million for the nine months then ended. Centex finalized the sale of its savings and loan operations during the quarter ended December 31, 1994. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter and fiscal year-to-date ended December 31, 1995 compared to the quarter and fiscal year-to-date ended December 31, 1994 (dollars in millions):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 12/31/95 12/31/94 12/31/95 12/31/94 ------------- ------------- ------------ ------------ Revenues $ 257.6 $ 280.9 $ 774.2 $ 814.8 -------- -------- --------- --------- Operating Loss $ (2.0) $ (.5) $ (1.8) $ (1.7) -------- -------- --------- --------- New Contracts Received $ 116 $ 305 $ 682 $ 982 -------- -------- --------- --------- Backlog of Uncompleted Contracts $ 1,236 $ 1,403 $ 1,236 $ 1,403 -------- -------- --------- ---------
The current quarter loss was due primarily to the non-recognition during the quarter of earnings related to a contract to build the Harrah's New Orleans Casino and write-downs of certain other projects. The Harrah's contract was suspended on November 22, 1995 due to a bankruptcy filing by the Harrah's Jazz Company partnership, the developer of the casino. Centex and its subcontractors have claims totalling nearly $40 million against the partnership for completed but unpaid work. Centex's liability to its subcontractors is for less than the total claim. Centex has filed a $40 million lawsuit against Harrah's Entertainment, Inc., parent company of the major partner in the partnership. Centex believes that it and its subcontractors will ultimately recover a substantial portion of the money owed to them. Centex will complete the evaluation of its recovery potential and determine what, if any, reserve provisions may be required during the quarter ending March 31, 1996. The Contracting and Construction Services operation provided a positive average net cash flow in excess of Centex's investment in the group of approximately $60 million during the current and prior year quarters. EQUITY IN EARNINGS OF AFFILIATE (CXP) Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $7.5 million for the current quarter, a 73% increase over $4.3 million for the same quarter a year ago. For the current nine months, Centex's 49% equity in CXP totaled $21.4 million, 55% higher than $13.8 million for the same period in the prior fiscal year. Centex Construction Products, Inc. benefited during the quarter from continued strong product demand, improved operating efficiencies in its wallboard plants and stronger than expected product shipments due to unseasonably mild weather. -11- 15 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 credit facilities which aggregate $600 million. These facilities are used by CTX to finance mortgages held during the period they are being securitized and readied for delivery against forward sale commitments. During the nine months ended December 31, 1995 debt increased by approximately $225 million. This includes a $172 million increase in CTX Mortgage Company's credit facilities which funded the majority of the $178 million increase in residential mortgage loans. Approximately $50 million of debt was used to fund the acquisition of Vista Properties. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. OUTLOOK Recent lower level of interest rates has had a positive impact on both the Home Building and Financial Services businesses. Improving backlog in the businesses, coupled with the continuation of favorable results from CXP, should continue to generate earnings gains for the remainder of fiscal 1996 and provide the foundation for additional improvements in fiscal year 1997. -12- 16 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 a report on Form 8-K dated October 12, 1995, reporting the acquisition of equity securities of Vista Properties, Inc., a Nevada Corporation. All other items required under Part II are omitted because they are not applicable. -13- 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX CORPORATION --------------------------------------- Registrant February 9, 1996 /s/ David W. Quinn --------------------------------------- David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) February 9, 1996 /s/ Michael S. Albright --------------------------------------- Michael S. Albright Vice President - Finance and Controller (chief accounting officer) -14- 18 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. -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 Three Months Ended December 31, ---------------------------------------------------------------------------------- 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 $ 3,508 $ 3,371 $ 465 $ 4,467 $ 4,325 $ 379 Costs and Expenses 3,315 3,187 456 4,728 4,608 357 -------- -------- ------ -------- --------- ------- Earnings (Loss) Before Income Taxes 193 184 9 (261) (283) 22 Income Taxes - - - - - - -------- -------- ------ -------- --------- ------- NET EARNINGS (LOSS) $ 193 $ 184 $ 9 $ (261) $ (283) $ 22 ======== ======== ====== ======== ========= ======= EARNINGS (LOSS) PER SHARE/UNIT (AVERAGE OUTSTANDING SHARES, 1,000; Units, 1,000) $ 184 $ 9 $ (283) $ 22 ======== ====== ========= =======
See notes to condensed combining financial statements. -16- 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For The Nine Months Ended December 31, ---------------------------------------------------------------------------------- 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 $ 13,989 $ 13,610 $ 1,546 $ 8,902 $ 8,499 $ 1,091 Costs and Expenses 13,600 13,445 1,322 9,529 9,197 1,020 -------- -------- ------- ------- ------- ------- Earnings (Loss) Before Income Taxes 389 165 224 (627) (698) 71 Income Taxes - - - - - - -------- -------- ------- ------- ------- ------- NET EARNINGS (LOSS) $ 389 $ 165 $ 224 $ (627) $ (698) $ 71 ======== ======== ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ 165 $ 224 $ (698) $ 71 ======== ======= ======= =======
See notes to condensed combining financial statements. -17- 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
December 31, 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 $ 1,209 $ 1,206 $ 3 $ 1,422 $ 1,403 $ 19 Accounts Receivable 419 590 188 187 570 187 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 6,756 6,756 - 4,025 4,025 - Investment in Affiliate - - 767 - - 767 Investment in Real Estate Joint Venture 151 151 - - - - Projects Held for Development & Sale - Forster Ranch - - - 53,493 53,493 - Other 38,155 38,155 - 46,455 46,455 - -------- -------- ------- -------- --------- ------- $ 54,390 $ 46,858 $ 8,658 $113,282 $ 105,946 $ 8,673 ======== ======== ======= ======== ========= ======= LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 3,013 $ 2,757 $ 615 $ 2,480 $ 2,196 $ 854 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch - - - 53,493 53,493 - Other 2,976 2,976 - 2,992 2,992 - Land Sale Deposits - - - 5 5 - -------- -------- ------- -------- --------- ------- Total Liabilities 13,589 5,733 8,215 66,570 58,686 8,454 Stockholders' Equity and Partners' Capital 40,801 41,125 443 46,712 47,260 219 -------- -------- ------- -------- --------- ------- $ 54,390 $ 46,858 $ 8,658 $113,282 $ 105,946 $ 8,673 ======== ======== ======= ======== ========= =======
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -18- 22 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Nine Months Ended December 31, ------------------------------------------------------------------------------------- 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) $ 389 $ 165 $ 224 $ (627) $ (698) $ 71 Net Change in Payables, Accruals, Deposits and Receivables 296 536 (240) 321 390 (69) Increase in Notes Receivable (2,731) (2,731) - (2,897) (2,897) - Increase in Advances to Joint Venture (151) (151) - - - - Decrease in Projects Held for Development and Sale 61,793 61,793 - 2,174 2,174 - --------- --------- ------- -------- --------- --------- 59,596 59,612 (16) (1,029) (1,031) 2 --------- --------- ------- -------- --------- --------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Notes Payable (53,509) (53,509) - 2,158 2,158 - Capital Distributions (6,300) (6,300) - - - - --------- --------- ------- -------- --------- --------- (59,809) (59,809) - 2,158 2,158 - --------- --------- ------- -------- --------- --------- NET (DECREASE) INCREASE IN CASH (213) (197) (16) 1,129 1,127 2 CASH AT BEGINNING OF YEAR 1,422 1,403 19 101 101 - --------- --------- ------- -------- --------- --------- CASH AT END OF PERIOD $ 1,209 $ 1,206 $ 3 $ 1,230 $ 1,228 $ 2 ========= ========= ======= ======== ========= =========
See notes to condensed combining financial statements. -19- 23 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS DECEMBER 31, 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 Corporation and subsidiaries, Holding and subsidiary and the Partnership. (C) The Partnership sells lots to Centex Real Estate Corporation ("CREC") pursuant to certain purchase and sale agreements. Revenues from these sales totaled $4,382,000 and $4,243,000 for the nine months ended December 31, 1995 and 1994 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Nine Months Ended December 31, 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) Capital Distribution (6,300) - - (6,300) - - - Net Earnings 389 - - 165 - - 224 ---------- -------- -------- -------- -------- --------- -------- BALANCE AT DECEMBER 31, 1995 $ 40,801 $ 500 $ 767 $ 39,858 $ 1 $ 800 $ (358) ========== ======== ======== ======== ======== ========= ========
During the quarter ended December 31, 1995, the Partnership made capital distributions of $2.5 million to CREC. (E) During November 1995, the Partnership tendered to its non-recourse lender a deed to the remaining property in Forster Ranch, the Partnership's pro rata portion of the 1995-1996 real property taxes, an assignment of the Development Agreement made between the Partnership and the City of San Clemente and payment of certain developer fee credits. With these deliveries, the Partnership has surrendered any and all interest it may have in the Forster Ranch property to the lender. The Forster Ranch property was carried by the Partnership at an amount equal to the non-recourse indebtedness. Accordingly, these events had no adverse effect on the financial condition or results of operations of the Partnership or any related entities. -20- 24 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 and nine months ended December 31, 1995 of $3.5 million and $14.0 million, respectively, included results from the sale of commercial property in Texas, and residential property in Florida and New Jersey. Revenues of $4.5 million and $8.9 million for the quarter and nine months ended December 31, 1994, respectively, included the sale of commercial property in California and Texas, and residential property in Florida, New Jersey and Illinois. The quarter ended December 31, 1995 reflected combined net earnings of $193,000 compared to a net loss of $261,000 for the same quarter last year. The nine months ended December 31, 1995 reflected combined net earnings of $389,000 compared to a net loss of $627,000 for the same period last year. The improvement in earnings relates to the higher gross margin on real estate sales in the periods ended December 31, 1995 compared to the same periods last year. During November 1995, the Partnership tendered to its non-recourse lender a deed to the remaining property in Forster Ranch, the Partnership's pro rata portion of the 1995-1996 real property taxes, an assignment of the Development Agreement made between the Partnership and the City of San Clemente and payment of certain developer fee credits. With these deliveries, the Partnership has surrendered any and all interest it may have in the Forster Ranch property to the lender. The Forster Ranch property was carried by the Partnership at an amount equal to the non-recourse indebtedness. Accordingly, these events had no adverse effect on the financial condition or results of operations of the Partnership or any related entities. LIQUIDITY AND CAPITAL RESOURCES During the quarter ended December 31, 1995, the Partnership made capital distributions of $2.5 million to CREC, and for the nine months has made total distributions of $6.3 million. 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. -21- 25 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 a report on Form 8-K dated November 22, 1995, relating to the Forster Ranch property. All other items required under Part II are omitted because they are not applicable. -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. 3333 HOLDING CORPORATION ---------------------------- Registrant February 9, 1996 /s/ J. Stephen Bilheimer ---------------------------- J. Stephen Bilheimer President February 9, 1996 /s/ Roger Sefzik ---------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -23- 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX DEVELOPMENT COMPANY, L.P. ---------------------------------- Registrant By: 3333 Development Corporation, General Partner February 9, 1996 /s/ J. Stephen Bilheimer ---------------------------------- J. Stephen Bilheimer President February 9, 1996 /s/ Roger Sefzik ---------------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -24- 28 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 - CENTEX DEVELOPMENT CO.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX DEVELOPMENT COMPANY L.P.'S DECEMBER 31, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818764 CENTEX DEVELOPMENT COMPANY, L.P. 1,000 9-MOS MAR-31-1996 APR-01-1995 DEC-31-1995 1,206 0 7,346 0 38,155 0 0 0 46,858 0 0 500 0 0 40,625 46,858 13,610 13,610 13,445 13,445 0 0 0 165 0 165 0 0 0 165 0.00 0.00
EX-27.1 3 FINANCIAL DATA SCHEDULE - CENTEX CORPORATION
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX CORPORATION'S DECEMBER 31, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000018532 CENTEX CORPORATION 1,000 9-MOS MAR-31-1996 APR-01-1995 DEC-31-1995 23,256 0 839,590 0 1,257,902 0 83,376 45,600 2,331,726 0 320,981 7,100 0 0 700,842 2,331,726 2,277,945 2,299,303 2,196,197 2,196,197 10,910 0 30,202 61,994 24,414 37,580 0 0 0 37,580 1.29 0.00
EX-27.2 4 FINANCIAL DATA SCHEDULE - 3333 HOLDING CORP.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING CORPORATION'S DECEMBER 31, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818762 3333 HOLDING CORPORATION 1,000 9-MOS MAR-31-1996 APR-01-1995 DEC-31-1995 3 0 7,888 0 0 0 0 0 8,658 0 0 1 0 0 442 8,658 1,546 1,546 1,322 1,322 0 0 0 224 0 224 0 0 0 224 0.00 0.00
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