-----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, rAaLemri5gSSdkl7zfThZvKDsnUaB5UmEERDsmGByxOj2wktdbOvZO/sd869G4EF +K1LG3sryod9l+JoKQP9TQ== 0000950134-95-000180.txt : 19950214 0000950134-95-000180.hdr.sgml : 19950214 ACCESSION NUMBER: 0000950134-95-000180 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950213 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: 95509144 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: 95509145 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: 95509146 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 DATED DECEMBER 31, 1994 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, 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 February 6, 1995, 28,496,178 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 900 class B units of limited partnership interest of Centex Development Company, L.P. were outstanding. - -------------------------------------------------------------------------------- 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS DECEMBER 31, 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 December 31, 1994 2 Condensed Consolidated Statement of Earnings for the Nine Months Ended December 31, 1994 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended December 31, 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 December 31, 1994 15 Condensed Combining Statement of Operations for the Nine Months Ended December 31, 1994 16 Condensed Combining Balance Sheets 17 Condensed Combining Statement of Cash Flows for the Nine Months Ended December 31, 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 DECEMBER 31, ---------------------------- 1994 1993 ----------- ----------- REVENUES Home Building $ 485,042 $ 485,996 Financial Services 27,258 57,369 Contracting and Construction Services 280,905 246,508 ----------- ----------- 793,205 789,873 ----------- ----------- COSTS AND EXPENSES Home Building 460,691 459,744 Financial Services 23,269 36,384 Contracting and Construction Services 281,475 248,096 Other, net 398 490 Equity in Earnings of Affiliate (CXP) (4,337) (2,617) Corporate General and Administrative 3,980 3,646 Interest Expense 8,418 7,448 ----------- ----------- 773,894 753,191 ----------- ----------- EARNINGS BEFORE INCOME TAXES 19,311 36,682 Income Taxes 6,254 13,096 ----------- ----------- NET EARNINGS $ 13,057 $ 23,586 =========== =========== EARNINGS PER SHARE $ .44 $ .72 =========== =========== AVERAGE SHARES OUTSTANDING 29,485,220 32,956,169 =========== =========== 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 $43,508 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 NINE MONTHS ENDED DECEMBER 31, ---------------------------- 1994 1993 ----------- ----------- REVENUES Home Building $ 1,571,897 $ 1,327,133 Financial Services 94,731 155,424 Contracting and Construction Services 814,803 726,596 ----------- ----------- 2,481,431 2,209,153 ----------- ----------- COSTS AND EXPENSES Home Building 1,487,282 1,262,752 Financial Services 83,744 96,393 Contracting and Construction Services 816,523 729,459 Other, net 1,306 1,417 Equity in Earnings of Affiliate (CXP) (13,812) (14,523) Corporate General and Administrative 11,320 10,690 Interest Expense 23,219 21,575 ----------- ----------- 2,409,582 2,107,763 ----------- ----------- EARNINGS BEFORE GAIN ON CXP INITIAL PUBLIC OFFERING AND INCOME TAXES 71,849 101,390 Gain on CXP Initial Public Offering 59,328 - ----------- ----------- EARNINGS BEFORE INCOME TAXES 131,177 101,390 Income Taxes 47,821 37,952 ----------- ----------- NET EARNINGS $ 83,356 $ 63,438 =========== =========== EARNINGS PER SHARE $ 2.71 $ 1.94 =========== =========== AVERAGE SHARES OUTSTANDING 30,722,621 32,734,533 =========== =========== CASH DIVIDENDS PER SHARE $ .15 $ .15 =========== ===========
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 $136,049 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 ------------------------- ------------------------- ------------------------- DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31, 1994* 1994** 1994* 1994** 1994* 1994** ----------- ----------- ----------- ----------- ----------- ----------- ASSETS Cash and Cash Equivalents $ 22,873 $ 76,287 $ 18,606 $ 13,284 $ 4,267 $ 63,003 Marketable Securities 1,544 78,241 - - 1,544 78,241 Receivables - Residential Mortgage Loans 278,374 677,641 - - 278,374 677,641 Other 241,726 251,531 229,913 226,674 11,813 24,857 Affiliates - - - - 53,942 80,806 Inventories 1,194,344 1,097,457 1,194,344 1,097,457 - - Investments - Centex Development Company, L.P. 62,195 71,000 62,195 71,000 - - Centex Construction Products, Inc. 88,085 - 88,085 - - - Joint Ventures and Other 4,703 56,928 4,703 56,928 - - Unconsolidated Subsidiaries - - 41,625 5,263 - - Property and Equipment, net 44,880 188,930 26,903 169,234 17,977 19,696 Government-Guaranteed S&L Assets - Receivables - 19,030 - - - 19,030 Covered Assets - 24,737 - - - 24,737 Other Assets and Deferred Charges 40,591 38,574 19,426 22,101 21,165 16,473 ----------- ----------- ----------- ----------- ----------- ----------- $ 1,979,315 $ 2,580,356 $ 1,685,800 $ 1,661,941 $ 389,082 $ 1,004,484 =========== =========== =========== =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 569,645 $ 618,943 $ 523,977 $ 504,622 $ 45,668 $ 114,321 S&L Deposits and FHLB Borrowings - 211,055 - - - 211,055 Short-term Debt 477,318 783,585 227,572 206,638 249,746 576,947 Long-term Debt 222,523 222,832 222,523 222,832 - - Deferred Income Taxes 35,182 51,180 37,081 35,088 (1,899) 16,092 Negative Goodwill - 24,102 - 24,102 - - Stockholders' Equity 674,647 668,659 674,647 668,659 95,567 86,069 ----------- ----------- ----------- ----------- ----------- ----------- $ 1,979,315 $ 2,580,356 $ 1,685,800 $ 1,661,941 $ 389,082 $ 1,004,484 =========== =========== =========== =========== =========== =========== See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all * Unaudited subsidiaries other than those included in Financial ** Condensed from audited financial statements. Services (CTX Mortgage and CTX Holding Company and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.
-4- 8 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE NINE MONTHS ENDED DECEMBER 31, --------------------------- 1994 1993 ----------- ----------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 83,356 $ 63,438 Adjustments - Depreciation, Depletion and Amortization 2,938 14,433 Deferred Income Taxes (8,543) (12,399) Equity in Loss (Earnings) of Joint Ventures and Unconsolidated Subsidiaries, net 740 (2,650) Equity in Earnings of Affiliate (CXP) (8,909) - ----------- ----------- 69,582 62,822 Decrease (Increase) in Receivables 9,805 (32,776) Increase in Inventories (97,204) (135,236) (Decrease) Increase in Payables and Accruals (66,444) 51,908 (Increase) Decrease in Other Assets (3,039) 529 Other, net (7,311) (7,007) ----------- ----------- (94,611) (59,760) ----------- ----------- CASH FLOWS - INVESTING ACTIVITIES Decrease (Increase) in Advances to Joint Ventures and Unconsolidated Subsidiaries 60,290 (6,959) Increase in Investment in Centex Construction Products, Inc. (79,176) - Decrease in Property and Equipment due to CXP initial public offering, net 146,657 - Property and Equipment Additions, net (11,185) (25,840) Decrease in Marketable Securities 76,697 17,859 ----------- ----------- 193,283 (14,940) ----------- ----------- CASH FLOWS - FINANCING ACTIVITIES Decrease (Increase) in Residential Mortgage Loans 399,146 (199,038) Decrease in Government-Guaranteed S&L Assets 43,767 10,926 (Decrease) Increase in S&L Deposits and Debt (211,055) 22,698 (Decrease) Increase in Debt (306,576) 235,966 Stock and Dividend Transactions, net (77,368) 5,718 ----------- ----------- (152,086) 76,270 ----------- ----------- NET (DECREASE) INCREASE IN CASH (53,414) 1,570 CASH AT BEGINNING OF YEAR 76,287 26,065 ----------- ----------- CASH AT END OF PERIOD $ 22,873 $ 27,635 =========== ===========
See notes to condensed consolidated financial statements. -5- 9 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 - - 83,356 83,356 Exercise of Stock Options 18 1,030 120 1,168 Retirement of 3,108,100 Shares (775) (27,402) (45,861) (74,038) Cash Dividends - - (4,498) (4,498) ----------- ----------- ----------- ----------- BALANCE, DECEMBER 31, 1994 $ 7,159 $ 259 $ 667,229 $ 674,647 =========== =========== =========== ===========
(B) On November 30, 1987 the Company distributed to a nominee, all of the issued and outstanding shares of common stock of 3333 Holding Corporation and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. A wholly-owned subsidiary of 3333 Holding Corporation serves as general partner of Centex Development Company, L.P. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. Supplementary condensed combined financial statements for Centex, 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. are as follows: -6- 10 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
DECEMBER 31, MARCH 31, 1994 1994* ----------- ----------- ASSETS Cash and Cash Equivalents $ 24,103 $ 76,388 Marketable Securities 1,544 78,241 Receivables 524,148 930,428 Inventories 1,311,137 1,223,753 Investments in Centex Construction Products, Inc. 88,085 - Joint Ventures and Unconsolidated Subsidiaries 4,703 56,928 Property and Equipment, net 44,880 188,930 Government-Guaranteed S&L Assets - 43,767 Other Assets and Deferred Charges 40,591 38,574 ----------- ----------- $ 2,039,191 $ 2,637,009 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 572,520 $ 620,824 S&L Deposits and FHLB Borrowings - 211,055 Short-term Debt 533,625 837,734 Long-term Debt 222,523 222,832 Deferred Income Taxes 35,182 51,180 Negative Goodwill - 24,102 Stockholders' Equity 675,341 669,282 ----------- ----------- $ 2,039,191 $ 2,637,009 =========== ===========
*Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
DECEMBER 31, ---------------------------- FOR THE NINE MONTHS ENDED 1994 1993 ------------ ----------- Revenues $ 2,485,202 $ 2,354,680 Costs and Expenses 2,353,954 2,253,376 ----------- ----------- Earnings Before Income Taxes 131,248 101,304 Income Taxes 47,821 37,952 ----------- ----------- NET EARNINGS $ 83,427 $ 63,352 =========== ===========
-7- 11 NOTES - continued (C) In order to assure the future availability of land for home building, the Company has made deposits totaling $6 million as of December 31, 1994 for options to purchase properties having a total purchase price of approximately $367 million. These options expire at various dates to 2000. The Company has also committed to purchase land and developed lots totaling approximately $76 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $7 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.
NINE MONTHS ENDED ------------------------ 12/31/94 12/31/93 -------- -------- Total Interest Incurred $ 45,026 $ 52,857 Less - Financial Services (21,807) (31,282) -------- -------- INTEREST EXPENSE $ 23,219 $ 21,575 ======== ========
(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. (F) In December 1994, Centex completed the sale of the deposits and branch facilities of its saving and loan, Texas Trust Savings Bank, FSB, to Coastal Banc ssb of Houston, Texas for a pre-tax gain of $3.2 million. Coastal Banc acquired Texas Trust's eight branches in Central Texas and assumed all of its customer deposit liabilities. Also during December 1994, the Assistance Agreement with the Federal Deposit Insurance Corporation was terminated and all outstanding disputes, claims and other matters related to the agency were settled. The completion of the sale is Centex's final step in exiting the savings and loan industry. -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 were $793 million, slightly higher than revenues of $790 million for the same quarter last year. Centex's net earnings for the quarter ended December 31, 1994 were $13.1 million versus $23.6 million for the same quarter last year. Earnings per share for this year's quarter were $.44 compared to $.72 for the same quarter in fiscal 1994. Earnings per share declined less than net earnings due to fewer average shares outstanding in the current quarter. For the nine months ended December 31, 1994, corporate revenues totaled $2.5 billion, up 12% over $2.2 billion for the same period last year. Net earnings for the current nine 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 $45.9 million versus $63.4 million for the same period last year. Including the gain, Centex's total net earnings for the current nine months were $83.4 million. Earnings per share for the nine months this year, before the CXP gain, were $1.49 compared to $1.94 for the same period in fiscal 1994. Including the gain, Centex's earnings per share for the current nine months were $2.71. 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 and fiscal year-to-date ended December 31, 1994 to the quarter and fiscal year-to-date ended December 31, 1993 (in millions, except unit and per unit data):
Fiscal Fiscal Quarter Ended Quarter Ended Year-to-Date Year-to-Date 12/31/94 12/31/93 12/31/94 12/31/93 ------------------- ------------------- -------------------- -------------------- Home Building Revenues $ 485.0 100.0% $ 486.0 100.0% $1,571.9 100.0% $1,327.2 100.0% Cost of Sales (398.8) (82.2)% (404.9) (83.3)% (1,302.1) (82.8)% (1,108.0) (83.5)% Selling, General & Administrative (61.9) (12.8)% (54.8) (11.3)% (185.2) (11.8)% (154.8) (11.7)% -------- ----- ----- ----- ------ ----- -------- ----- Operating Earnings $ 24.3 5.0% $ 26.3 5.4% $ 84.6 5.4% $ 64.4 4.8% ======== ====== ======== ====== ======== ======= ======== ===== Units Closed 2,994 3,245 9,696 9,051 Unit Sales Price $160,331 $147,909 $157,814 $145,039 % Change 8.4% 6.0% 8.8% 5.8% Operating Earnings per Unit $8,133 $8,090 $8,727 $7,113 % Change .05% 5.3% 22.7% (1.5)%
-9- 13 Home Building revenues for the current quarter were $485.0 million, versus $486.0 million for the same quarter in the prior year. Operating earnings from Home Building were $24.4 million for the quarter this year, 7% less than $26.3 million for the same quarter in fiscal 1994. Home closings for the current quarter totaled 2,994 units, 8% less than 3,245 units for the same quarter last year. Sales increased in the Company's West region but were down substantially in its Southwest and Midwest regions. Unit orders for the quarter this year were 2,223. For the nine months, Home Building revenues were $1.57 billion this year, an 18% increase over $1.33 million for the same period last year. Operating earnings from Home Building reached an all-time high of $84.6 million, 31% higher than $64.4 million a year ago. Home closings for the nine months rose to 9,696 units this year from 9,051 units for the similar period last year. Unit orders for the current nine months were 16% less than orders for the same period a year earlier. The backlog of homes sold but not closed at December 31, 1994 was 3,966 units, 28% less than the backlog of 5,509 units at December 31, 1993 and 16% below the backlog of 4,737 units reported at September 30, 1994. Current quarter revenues from Financial Services, which combines the results of the Mortgage Banking and the Savings and Loan operations, totaled $27.3 million, a 52% decline from $57.4 million a year ago. Operating earnings from Financial Services were $4.0 million for the quarter this year, an 81% decline from $21.0 million for the same quarter a year ago. Of the total, Mortgage Banking operating loss was $2.1 this year compared to earnings of $20.7 million for the same quarter in fiscal 1994. Operating earnings from the Savings and Loan, including $3.2 million from the December 1994 sale of the deposits and branch operations of the S&L, were $6.1 million for the quarter this year compared to $329,000 for the same quarter a year ago. Reflecting industry-wide business conditions, mortgage originations closed for the quarter were 8,223, 49% less than 16,050 closings for the same quarter last year. Originations for Centex-built homes were 1,851 this year, a 24% decline from a year earlier. "Spot" (third-party) originations declined 53% to 6,372 in the current quarter. For the nine months ended December 31, 1994, Financial Services revenues were $94.7 million, down 39% from $155.4 million for the same period last year. Operating earnings from Financial Services were $11.0 million for the nine months this year versus $59.0 million for the same period a year ago. Of the total, operating earnings from Mortgage Banking were $3.1 million for the current nine months compared to $57.6 million for the same period last year. Savings and Loan operating earnings, including proceeds from the sale of the operation, were $7.9 million for the current nine months compared to $1.4 million for the same period in the prior year. Loans closed for the current nine months were 29,883, 35% less than loan closings for the same period last year. Originations for Centex homes declined 4% for the current nine months, while spot originations declined 40% for the nine months this year. Mortgage Banking results have been negatively impacted by an increasingly competitive environment since early in calendar 1994. Rapidly rising interest rates substantially reduced refinancing activity and caused consumers to shift from more profitable fixed rate mortgages to lower-margin adjustable rate product. Mortgage profitability also has been affected by the costs associated with downsizing the organization to match the major industry-wide reduction in business volume. In December 1994, Centex sold the deposits and branches of its savings and loan for a pre-tax gain of $3.2 million. In addition, the assistance agreement with the Federal Deposit Insurance Corporation has been terminated and all outstanding disputes, claims and other matters related to the agency have been settled. The completion of the sale is Centex's final step in exiting the savings and loan industry. Revenues from Contracting and Construction Services were $280.9 million for the quarter this year, a 14% increase over revenues of $246.5 million reported for the same quarter in the prior fiscal year. Contracting and Construction Services reported an operating loss of $570,000 this year compared to a $1.6 million loss for the same quarter in fiscal 1994. The division continues to be negatively affected by competitive pressure on margins. For the nine months, Contracting and Construction Services had revenues of $814.8 million this year, 12% higher than $726.6 million for the same period in fiscal 1994. The division had an operating loss of $1.7 million for the current nine months compared to a loss of $2.9 million for the same period last year. The Construction Group -10- 14 received $455 million of new contracts for the quarter this year but prior to the end of the quarter a previously awarded contract totaling $150 million was put on hold, resulting in net new contracts totaling $305 million. This compares to $398 million of new work for the same quarter in fiscal 1994. The backlog of uncompleted construction contracts at December 31, 1994 was an all-time high $1.40 billion, 9% higher than $1.29 billion at December 31, 1993. For the current quarter, Centex Corporation's 49% "Equity in Earnings of Affiliate (CXP)" was $4.3 million compared with $2.6 million for last year's quarter (which represented Centex's 100% ownership of CXP). For the nine months, Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $13.8 million versus $14.5 million for the similar period a year ago when Centex owned 100% of CXP. Construction Products continues to benefit from improved demand and pricing for its cement and gypsum wallboard products. STOCK REPURCHASE PROGRAM Since April 1994, the Company has repurchased about 3.25 million shares of its common stock under its 4.1 million share repurchase program. Depending on market conditions, the Company will continue to repurchase shares under its remaining authorization. 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 During the quarter, the Company entered into an agreement with Dallas-based Vista Properties, Inc. under which a subsidiary of Centex has agreed to acquire equity interests in Vista and in its affiliated partnership, Vista Partners, as part of a proposed prepackaged bankruptcy structuring by Vista. For an investment of approximately $65 million, Centex would acquire ownership in a portfolio of more than 40 properties, comprising over 4,000 acres in seven states. The land is zoned, planned or developed for: single- and multi-family residential - 50%; office and industrial - 35%; and retail and commercial - 15%. The acquisition would provide Centex with future residential sites in several of its existing markets as well as significant development opportunities in retail, industrial and office segments. The transaction is expected to be completed by summer 1995. Home sales will continue to be negatively impacted by higher interest rates, the competitive housing environment and the liquidation of excess housing inventory in certain markets. The Company will continue to downsize its mortgage banking organization in order to position this operation for profitability at lower volume levels. In addition, the Company believes that the flattening of the yield curve will make the more profitable fixed-rate loans increasingly attractive to customers. A stable or reduced interest rate environment would have a positive impact on both the Home Building and Mortgage Banking operations. -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 December 31, 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 February 10, 1995 /s/ David W. Quinn --------------------------------------- David W. Quinn Executive Vice President and Chief Financial Officer (principal financial officer) February 10, 1995 /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 DECEMBER 31, ------------------------------------------------------------------------------------------- 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 $ 4,467 $ 4,325 $ 379 $ 374 $ 275 $ 136 Costs and Expenses 4,728 4,608 357 798 670 165 ----------- ----------- ----------- ----------- ----------- ----------- Earnings (Loss) Before Income Taxes (261) (283) 22 (424) (395) (29) Income Taxes - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- NET EARNINGS (LOSS) $ (261) $ (283) $ 22 $ (424) $ (395) $ (29) =========== =========== =========== =========== =========== =========== EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ (283) $ 22 $ (395) $ (29) =========== =========== =========== ===========
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 NINE MONTHS ENDED DECEMBER 31, ------------------------------------------------------------------------------------------- 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 $ 8,902 $ 8,499 $ 1,091 $ 12,438 $ 12,146 $ 404 Costs and Expenses 9,529 9,197 1,020 13,790 13,412 490 ----------- ----------- ----------- ----------- ----------- ----------- Earnings (Loss) Before Income Taxes (627) (698) 71 (1,352) (1,266) (86) Income Taxes - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- NET EARNINGS (LOSS) $ (627) $ (698) $ 71 $ (1,352) $ (1,266) $ (86) =========== =========== =========== =========== =========== =========== EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ (698) $ 71 $ (1,266) $ (86) =========== =========== =========== ===========
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)
DECEMBER 31, 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 $ 1,230 $ 1,228 $ 2 $ 101 $ 101 $ - Accounts Receivable 177 663 177 238 873 133 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 4,048 4,048 - 1,151 1,151 - Investment in Affiliate - - 767 - - 767 Projects Held for Development & Sale - Forster Ranch 52,565 52,565 - 49,199 49,199 - Other 64,163 64,163 - 69,703 69,703 - ----------- ----------- ----------- ----------- ----------- ----------- $ 129,883 $ 122,667 $ 8,646 $ 128,092 $ 121,027 $ 8,600 =========== =========== =========== =========== =========== =========== LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 3,659 $ 3,470 $ 852 $ 3,263 $ 3,154 $ 877 Notes Payable - Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600 Forster Ranch 52,565 52,565 - 49,199 49,199 - Other 3,742 3,742 - 4,950 4,950 - Land Sale Deposits 5 5 - 141 141 - ----------- ----------- ----------- ----------- ----------- ----------- Total Liabilities 67,571 59,782 8,452 65,153 57,444 8,477 Stockholders' Equity and Partners' Capital 62,312 62,885 194 62,939 63,583 123 ----------- ----------- ----------- ----------- ----------- ----------- $ 129,883 $ 122,667 $ 8,646 $ 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 NINE MONTHS ENDED DECEMBER 31, ------------------------------------------------------------------------------------------- 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) $ (627) $ (698) $ 71 $ (1,352) $ (1,266) $ (86) Net Change in Payables, Accruals, Deposits and Receivables 321 390 (69) 502 415 87 Increase in Notes Receivable (2,897) (2,897) - (519) (519) - Decrease in Projects Held for Development and Sale 2,174 2,174 - 6,721 6,721 - ---------- ---------- -------- --------- --------- -------- (1,029) (1,031) 2 5,352 5,351 1 ---------- ---------- -------- --------- --------- -------- CASH FLOWS - FINANCING ACTIVITIES Increase (Decrease) in Notes Payable 2,158 2,158 - (6,122) (6,122) - ---------- ---------- -------- --------- --------- -------- 2,158 2,158 - (6,122) (6,122) - ---------- ---------- -------- --------- --------- -------- NET INCREASE (DECREASE) IN CASH 1,129 1,127 2 (770) (771) 1 CASH AT BEGINNING OF YEAR 101 101 - 1,252 1,252 - ---------- ---------- -------- --------- --------- -------- CASH AT END OF PERIOD $ 1,230 $ 1,228 $ 2 $ 482 $ 481 $ 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 DECEMBER 31, 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 $4,243,000 and $1,716,000 for the nine months ended December 31, 1994 and 1993 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Nine Months Ended December 31, 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) (627) - - (698) - - 71 ---------- ---------- --------- --------- --------- --------- ------- BALANCE AT DECEMBER 31, 1994 $ 62,312 $ 500 $ 767 $ 61,618 $ 1 $ 800 $ (607) ========== ========== ========= ========= ========= ========= =======
(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 nine months ended December 31, 1994, the combined entities had revenues of $8,902,000 and a loss of $627,000. For the quarter, revenues were $4,467,000 and the loss was $261,000. The revenues for the nine 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 December 31, 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 February 10, 1995 /s/ J. Stephen Bilheimer -------------------------------- J. Stephen Bilheimer President February 10, 1995 /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 February 10, 1995 /s/ J. Stephen Bilheimer -------------------------------------- J. Stephen Bilheimer President February 10, 1995 /s/ Roger Sefzik -------------------------------------- Roger Sefzik Vice President and Treasurer (chief accounting officer) -23- 27 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 FOR CENTEX CORPORATION
5 This schedule contains summary financial information extracted from Centex Corporation's December 31, 1994, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000018532 CENTEX CORPORATION 1,000 9-MOS MAR-31-1995 APR-01-1994 DEC-31-1994 22,873 1,544 520,100 0 1,194,344 0 84,731 39,851 1,979,315 0 222,523 7,159 0 0 667,488 1,979,315 2,481,431 2,495,243 2,388,855 2,388,855 11,320 0 23,219 131,177 47,821 83,356 0 0 0 83,356 2.71 0.00
EX-27.1 3 FINANCIAL DATA SCHEDULE FOR 3333 HOLDING CORP.
5 This schedule contains summary financial information extracted from 3333 Holding Corporation's December 31, 1994, Form 10-Q and is qualified in its entirety by reference to such financial statements. 0000818762 3333 HOLDING CORPORATION 1,000 9-MOS MAR-31-1995 APR-01-1994 DEC-31-1994 2 0 7,877 0 0 0 0 0 8,646 0 0 1 0 0 193 8,646 1,091 1,091 1,020 1,020 0 0 0 71 0 71 0 0 0 71 0.00 0.00
EX-27.2 4 FINANCIAL DATA SCHEDULE FOR CENTEX DEV. COMP. L.P.
5 This schedule contains summary financial information extracted from Centex Development Company L.P.'s December 31, 1994, 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-31-1995 APR-01-1994 DEC-31-1994 1,288 0 4,711 0 116,728 0 0 0 122,667 0 0 500 0 0 62,385 122,667 8,499 8,499 9,197 9,197 0 0 0 (698) 0 (698) 0 0 0 (698) 0.00 0.00
-----END PRIVACY-ENHANCED MESSAGE-----