-----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, HAgUQNy8hZgzF9RF5DKhEf0YEDFVpZ6X2f+eHgmx3hqJRks2vD4ggAjPf1b/N+Nn ZBg8d8VylAuYgSXRxSaF+w== 0000950134-96-004277.txt : 19960816 0000950134-96-004277.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950134-96-004277 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 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: 96612074 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: 96612075 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: 96612076 BUSINESS ADDRESS: STREET 1: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145596700 MAIL ADDRESS: STREET 1: PO BOX 19000 STREET 2: PO BOX 19000 CITY: DALLAS STATE: TX ZIP: 75219 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1996 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q JOINT QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended JUNE 30, 1996 Commission File No. 1-6776 [Centex Logo] CENTEX CORPORATION A Nevada Corporation IRS Employer Identification No. 75-0778259 3333 Lee Parkway, Suite 1200 Dallas, Texas 75219 (214) 559-6500 Commission File Nos. 1-9624 and 1-9625, respectively 3333 HOLDING CORPORATION A Nevada Corporation CENTEX DEVELOPMENT COMPANY, L.P. A Delaware Limited Partnership IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively 3333 Lee Parkway, Suite 500 Dallas, Texas 75219 (214) 559-6700 The registrants have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and have been subject to such filing requirements for the past 90 days. - -------------------------------------------------------------------------------- As of the close of business on August 8, 1996, 28,509,726 shares of Centex Corporation common stock were outstanding, 1,000 shares of common stock of 3333 Holding Corporation were outstanding, and 900 class B units of limited partnership interest of Centex Development Company, L.P. were outstanding. - -------------------------------------------------------------------------------- 2 CENTEX CORPORATION 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. FORM 10-Q TABLE OF CONTENTS JUNE 30, 1996 CENTEX CORPORATION PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Statement of Earnings for the Three Months Ended June 30, 1996 2 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statement of Cash Flows for the Three Months Ended June 30, 1996 4 Notes to Condensed Consolidated Financial Statements 5-7 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-10 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 -i- 3 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PAGE PART I. FINANCIAL INFORMATION ITEM 1. Condensed Combining Financial Statements 13 Condensed Combining Statement of Operations for the Three Months Ended June 30, 1996 14 Condensed Combining Balance Sheets 15 Condensed Combining Statement of Cash Flows for the Three Months Ended June 30, 1996 16 Notes to Condensed Combining Financial Statements 17 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 18 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 19 SIGNATURES 20-21 -ii- 4 CENTEX CORPORATION PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ITEM 1. The condensed consolidated financial statements include the accounts of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the information in the following condensed consolidated financial statements of the Company have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -1- 5 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (dollars in thousands, except per share data) (unaudited)
FOR THE THREE MONTHS ENDED June 30, ---------------------------- 1996 1995 -------------- ------------ REVENUES Home Building $ 529,821 $ 429,306 Investment Real Estate 1,375 - Financial Services 37,931 25,267 Contracting and Construction Services 262,226 246,377 Construction Products (A) 61,058 - ------------ ----------- 892,411 700,950 ------------ ----------- COSTS AND EXPENSES Home Building 500,736 410,781 Investment Real Estate (2,448) - Financial Services 31,830 23,265 Contracting and Construction Services 261,723 246,334 Construction Products (A) 45,860 (12,064) Other, net 129 183 Corporate General and Administrative 4,049 3,645 Interest Expense 9,582 9,580 Minority Interest in Construction Products (A) 7,599 6,153 ------------ ----------- 859,060 687,877 ------------ ----------- EARNINGS BEFORE INCOME TAXES 33,351 13,073 Income Taxes 11,532 5,200 ------------ ----------- NET EARNINGS $ 21,819 $ 7,873 ============ =========== EARNINGS PER SHARE $ 0.75 $ 0.27 ============ =========== AVERAGE SHARES OUTSTANDING 29,191,955 28,902,755 ============ =========== CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05 ============ ===========
(A) As a result of Centex Construction Products, Inc.'s (CXP) recent repurchases of its own stock, Centex's ownership interest in CXP has increased to 50.8% from 49%. Accordingly, beginning with the quarter ended June 30, 1996, CXP's financial results are consolidated with those of Centex and are reflected in Centex's revenues and operating earnings. In order to facilitate comparisons between years, CXP's operating earnings and the related minority interest in CXP have been reclassified to reflect the total amounts for the quarter ended June 30, 1995. Had CXP's revenues been consolidated for the quarter ended June 30, 1995, Centex's consolidated revenues for that quarter would have increased by $55,104 to $756,054. See notes to condensed consolidated financial statements. -2- 6 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
Centex Corporation and Subsidiaries Centex Corporation -------------------------------- ---------------------------- June 30, March 31, June 30, March 31, 1996* 1996** 1996* 1996** ---------------- ------------- --------------- ------------ ASSETS Cash and Cash Equivalents $ 36,066 $ 14,042 $ 33,612 $ 11,897 Receivables - Residential Mortgage Loans 567,183 629,756 - - Other 330,019 280,803 309,377 258,661 Affiliates - - - - Inventories 1,107,505 1,205,450 1,107,505 1,205,450 Investments - Centex Construction Products, Inc. - 106,504 - 106,504 Centex Development Company, L. P. 34,623 36,866 34,623 36,866 Joint Ventures and Other 4,481 3,804 3,965 3,804 Unconsolidated Subsidiaries - - 46,503 38,366 Property and Equipment, net 210,031 37,139 198,245 25,413 Other Assets - Deferred Taxes, net 226,823 (16,620) 226,082 (16,085) Deferred Charges and Other 50,173 22,602 33,125 14,767 ----------- ------------- ------------ ----------- $ 2,566,904 $ 2,320,346 $ 1,993,037 $ 1,685,643 =========== ============= ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 650,788 $ 610,671 $ 591,868 $ 550,984 Short-term Debt 730,311 662,267 215,364 87,251 Long-term Debt 221,743 321,002 221,743 321,002 Minority Stockholders' Interest 108,437 3,570 108,437 3,570 Negative Goodwill 110,837 - 110,837 - Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - - - Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,506,126 and 28,425,851 respectively 7,127 7,107 7,127 7,107 Capital in Excess of Par Value 8,352 6,814 8,352 6,814 Retained Earnings 729,309 708,915 729,309 708,915 ----------- ------------- ------------ ----------- Total Stockholders' Equity 744,788 722,836 744,788 722,836 ----------- ------------- ------------ ----------- $ 2,566,904 $ 2,320,346 $ 1,993,037 $ 1,685,643 =========== ============= ============ ===========
Financial Services ------------------------------------------ June 30, March 31, 1996* 1996** ------------------- ------------------ ASSETS Cash and Cash Equivalents $ 2,454 $ 2,145 Receivables - Residential Mortgage Loans 567,183 629,756 Other 20,642 22,142 Affiliates (921) (1,267) Inventories - - Investments - Centex Construction Products, Inc. - - Centex Development Company, L. P. - - Joint Ventures and Other 516 - Unconsolidated Subsidiaries - - Property and Equipment, net 11,786 11,726 Other Assets - Deferred Taxes, net 741 (535) Deferred Charges and Other 17,048 7,835 ------------ ----------- $ 619,449 $ 671,802 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 58,920 $ 59,687 Short-term Debt 514,947 575,016 Long-term Debt - - Minority Stockholders' Interest - - Negative Goodwill - - Stockholders' Equity - Preferred Stock, Authorized 5,000,000 Shares, None Issued - - Common Stock $.25 Par Value; Authorized 50,000,000 Shares; Issued and Outstanding 28,506,126 and 28,425,851 respectively 1 2 Capital in Excess of Par Value 46,575 37,917 Retained Earnings (994) (820) ------------ ----------- Total Stockholders' Equity 45,582 37,099 ------------ ----------- $ 619,449 $ 671,802 ============ ===========
See notes to condensed consolidated financial statements. * Unaudited ** Condensed from audited financial statements. In the supplemental data presented above, "Centex Corporation" represents the adding together of all subsidiaries other than those included in Financial Services (CTX Mortgage and Affiliates). Transactions between Centex Corporation and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets. -3- 7 CENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
FOR THE THREE MONTHS ENDED June 30, -------------------------------- 1996 1995 ------------- ------------- CASH FLOWS - OPERATING ACTIVITIES Net Earnings $ 21,819 $ 7,873 Adjustments - Depreciation and Amortization 3,093 3,165 Deferred Income Taxes 8,644 (5,768) Equity in Earnings of CXP, CDC and Joint Ventures (503) (3,764) Minority Interest in CXP 7,599 - (Increase) Decrease in Receivables (7,969) 7,888 Decrease (Increase) in Residential Mortgage Loans 62,573 (91,562) Increase in Inventories (15,355) (17,648) Decrease in Payables and Accruals (14,910) (17,507) (Increase) Decrease in Other Assets (24,588) 11 Other, net 9,071 (977) ------------ ----------- 49,474 (118,289) ------------ ----------- CASH FLOWS - INVESTING ACTIVITIES Decrease (Increase) in Advances to Joint Ventures, Unconsolidated Subsidiaries, and CDC 2,069 (1,370) Decrease (Increase) in Property and Equipment, net 2,283 (1,672) Vista - Home Building Combination ($ in millions): Deferred Taxes, Net ($266.2); Negative Goodwill $114.8; Decrease in Inventories $140.6; and Increase in Payables and Accruals $10.8 - - ------------ ----------- 4,352 (3,042) ------------ ----------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Debt (31,935) 117,691 Proceeds from Stock Option Exercises 1,558 1,633 Dividends Paid (1,425) (1,408) ------------ ----------- (31,802) 117,916 ------------ ----------- NET INCREASE (DECREASE) IN CASH 22,024 (3,415) CASH AT BEGINNING OF PERIOD 14,042 23,785 ------------ ----------- CASH AT END OF PERIOD $ 36,066 $ 20,370 ============ ===========
See notes to condensed consolidated financial statements. -4- 8 CENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 (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, 1996 $ - $ 7,107 $ 6,814 $ 708,915 $ 722,836 Net Earnings - - - 21,819 21,819 Exercise of Stock Options - 20 1,538 - 1,558 Cash Dividends - - - (1,425) (1,425) ---------- ----------- ---------- ------------- ------------- BALANCE, JUNE 30, 1996 $ - $ 7,127 $ 8,352 $ 729,309 $ 744,788 ========== =========== ========== ============= =============
(B) On November 30, 1987 the Comany distributed to a nominee, all of the issued and outstanding shares of common stock of 3333 Holding Corporation and warrants to purchase approximately 80% of the Class B units of limited partnership interest in Centex Development Company, L.P. A wholly-owned subsidiary of 3333 Holding Corporation serves as general partner of Centex Development Company, L.P. These securities are held by the nominee on behalf of Centex stockholders, and will trade in tandem with the common stock of Centex, until such time as they are detached. Supplementary condensed combined financial statements for Centex, 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. are as follows: -5- 9 NOTES - continued CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L. P. SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS (dollars in thousands)
June 30, March 31, 1996 1996* ------------------ ---------------- ASSETS Cash and Cash Equivalents $ 36,619 $ 14,273 Receivables 900,184 914,549 Inventories 1,144,612 1,244,931 Investments in Centex Construction Products, Inc. - 106,504 Joint Ventures and Unconsolidated Subsidiaries 4,698 3,984 Property and Equipment, net 210,031 37,139 Other Assets - Deferred Taxes, net 226,823 (16,620) Deferred Charges and Other 50,173 22,602 ------------ ------------ $ 2,573,140 $ 2,327,362 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable and Accrued Liabilities $ 653,919 $ 616,959 Short-term Debt 732,264 665,593 Long-term Debt 221,743 321,002 Minority Stockholders' Interest 108,437 - Negative Goodwill 110,837 - Stockholders' Equity 745,940 723,808 ------------ ------------ $ 2,573,140 $ 2,327,362 ============ ============
*Condensed from audited financial statements. SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS (dollars in thousands)
FOR THE THREE MONTHS ENDED June 30, ----------------------------------- 1996 1995 --------------- ------------ Revenues $ 892,583 $ 701,685 Costs and Expenses 859,052 688,414 ------------ ------------ Earnings Before Income Taxes 33,531 13,271 Income Taxes 11,532 5,200 ------------ ------------ NET EARNINGS $ 21,999 $ 8,071 ============ ============
-6- 10 NOTES - continued (C.) In order to assure the future availability of land for its Home Building operation, the Company has made deposits totaling $12 million as of June 30, 1996 for options to purchase undeveloped land and developed lots having a total purchase price of approximately $302 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 $32 million. In addition, the Company has executed lot purchase contracts with CDC which aggregate approximately $2 million. (D.) Interest expenses relating to the financial services operations are included in their respective costs and expenses. Interest related to non-financial services operations are included as interest expense as summarized below.
Three Months Ended ---------------------------- 6/30/96 6/30/95 --------- --------- Total Interest Incurred $ 17,816 $ 15,481 Less Financial Services (8,234) (5,901) --------- --------- INTEREST EXPENSE $ 9,582 $ 9,580 ========= =========
(E.) During the quarter ended June 30, 1994, Centex Construction Products, Inc. (CXP) completed an initial public offering of 51% of its stock and began trading on the New York Stock Exchange under the symbol "CXP". As a result of CXP's recent repurchase of its own stock, Centex's ownership interest in CXP has increased to 50.8% as of June 30, 1996 from 49%. Accordingly, beginning with the quarter ended June 30, 1996, CXP's financial results are consolidated with those of Centex. The reconsolidation of CXP had a $6.6 million net effect on the Statement of Cash Flows and is included in Other, net. The major items are (in millions) Property and Equipment ($181.4), Investment in CXP $106.5, Minority Interest $95.0, Inventories ($26.9) and Receivables, Payables and Other $13.4. (F.) During the quarter ended June 30, 1996, Centex's Home Building subsidiary completed a business combination transaction and reorganization with Vista Properties, Inc. that increased Centex's ownership of Vista's common stock from approximately 53% to 99.975%. Under the terms of the combination transaction, Centex's Home Building assets and operations were contributed to Vista in exchange for 12.4 million shares of Vista's common stock. As a result of the combination, Centex's Investment Real Estate portfolio, valued in excess of $125 million, was reduced to a nominal "book basis" after recording certain Vista-related tax benefits. Accordingly, as these properties are developed or sold, the net sales proceeds will be reflected as operating margin. "Negative Goodwill" recorded as a result of the business combination will be amortized to earnings over approximately seven years. All investment property operations are being reported through Centex's new "Investment Real Estate" business segment which operates under the Vista Properties Company name. (G.) Certain prior year balances have been reclassified to be consistent with the fiscal 1997 presentation. -7- 11 CENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Centex's consolidated revenues for the quarter were $892 million, a 27% increase over $701 million for the same quarter last year. Earnings before income taxes were $33.4 million, 155% higher than $13.1 million last year. Net earnings were $21.8 million and earnings per share were $.75 for this quarter compared to $7.9 million and $.27 for the same quarter last year. HOME BUILDING The following summarizes Home Building results for the quarter ended June 30, 1996 compared to the quarter ended June 30, 1995 (dollars in millions, except per unit data):
1996 1995 ----------------------------- ------------------------------ Home Building Revenues $ 529.8 100.0% $ 429.3 100.0% Cost of Sales (432.3) (81.6%) (352.9) (82.2%) Selling, General & Administrative (68.4) (12.9%) (57.9) (13.5%) ---------- ------- -------- ------- Operating Earnings $ 29.1 5.5% $ 18.5 4.3% ---------- ------- ---------- ------- Units Closed 3,095 2,652 Unit Sales Price $ 167,374 $ 160,092 % Change 4.5% 3.5% Operating Earnings per Unit $ 9,397 $ 6,985 % Change 34.5% (20.0%)
The operating earnings for the quarter ended June 30, 1996 increased as a percentage of revenue and on a per unit basis compared to the same period last year as a result of Centex's emphasis on higher operating efficiencies. INVESTMENT REAL ESTATE During the quarter ended June 30, 1996, Centex's Home Building subsidiary completed a business combination transaction and reorganization with Vista Properties, Inc. that increased Centex's ownership of Vista's common stock from approximately 53% to 99.975%. Under the terms of the combination transaction, Centex's Home Building assets and operations were contributed to Vista in exchange for 12.4 million shares of Vista's common stock. As a result of the combination, Centex's Investment Real Estate portfolio, valued in excess of $125 million, was reduced to a nominal "book basis" after recording certain Vista-related tax benefits. Accordingly, as these properties are developed or sold, the net sales proceeds will be reflected as operating margin. "Negative Goodwill" recorded as a result of the business combination will be amortized to earnings over approximately seven years. All investment property operations are being reported through Centex's new "Investment Real Estate" business segment which operates under the Vista Properties Company name. For the quarter ended June 30, 1996, Investment Real Estate had operating earnings of $3.8 million. -8- 12 FINANCIAL SERVICES The following summarizes Financial Services' results for the quarter ended June 30, 1996 compared to the quarter ended June 30, 1995 (dollars in millions):
1996 1995 ---------------- ---------------- Revenues $ 37.9 $ 25.3 ---------- ---------- Operating Earnings $ 6.1 $ 2.0 ---------- ---------- Origination Volume $ 1,403 $ 1,059 ---------- ---------- Number of Loans Originated Centex-built Homes 2,345 1,736 Non-Centex-built Homes 9,723 7,440 ---------- ---------- 12,068 9,176 ========== ==========
Although interest rates rose for the current quarter, loan applications increased 17% to 13,396. The per loan margin for the quarter this year was $506, a 132% increase over the per loan margin of $218 for the same quarter last year. The increase reflects continuing efficiency gains as a result of increased originations and Centex's ongoing focus on the reduction of origination costs. CONTRACTING AND CONSTRUCTION SERVICES The following summarizes Contracting and Construction Services results for the quarter ended June 30, 1996 compared to the quarter ended June 30, 1995 (dollars in millions):
1996 1995 ---------------- ---------------- Revenues $ 262.2 $ 246.4 --------- --------- Operating Earnings $ .5 $ - --------- --------- New Contracts Received $ 277 $ 268 ---------- --------- Backlog of Uncompleted Contracts $ 1,217 $ 1,350 --------- ---------
Although Contracting and Construction Service's results continued to be impacted by an intensely competitive environment, the operation reported operating earnings of $503,000 for the quarter compared to $43,000 for the same quarter a year ago. Nonresidential construction is improving as the economy strengthens and profit margins in this group are beginning to improve. The Contracting and Construction Services operation provided a positive average net cash flow in excess of Centex's investment in the group of approximately $58 million during the current quarter and $55 million for the same quarter last year. -9- 13 CONSTRUCTION PRODUCTS As a result of Centex Construction Products, Inc.'s (CXP) recent repurchases of its own stock, Centex's ownership interest in CXP has increased to 50.8% as of June 30, 1996 from 49%. Accordingly, beginning with the June 30, 1996 quarter, CXP's financial results are consolidated with those of Centex and are reflected in Centex's financial statements. Revenues from Construction Products were $61.1 million for the current quarter. CXP's revenues for the same quarter last year, which were not consolidated with Centex, were $55.1 million. For the quarter this year, CXP's total operating earnings minus minority interest resulted in pretax earnings of $7.6 million, net to Centex's ownership interest, a 29% improvement over $5.9 million last year for the same quarter. CXP's results for this year's quarter resulted from gains in its Cement, Gypsum Wallboard and Concrete operations due to a continuing strong demand for these products, combined with excellent production levels at its plants. 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 $600 million of credit facilities to finance mortgages which are held during the period while they are being securitized and readied for delivery against forward sale commitments. The $100 million of Senior Notes, which matured in May 1996 were replaced by short-term borrowings under various credit facilities. The increase in cash of $22.0 million is a result of the consolidation of CXP's financial statements due to Centex's ownership interest in CXP exceeding 50%. The decrease in residential mortgage loans is offset by the decrease in debt and the increase in other assets. The Company believes it has adequate resources and sufficient credit facilities to satisfy its current needs and provide for future growth. OUTLOOK The increase in interest rates during the quarter has slowed home orders and mortgage applications going into the second quarter. But unless interest rates escalate from current levels, the Company expects financial results for the balance of fiscal 1997 to be favorable. -10- 14 CENTEX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended June 30, 1996. All other items required under Part II are omitted because they are not applicable. -11- 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX CORPORATION ---------------------------------------------- Registrant August 12, 1996 /s/ David W. Quinn ---------------------------------------------- David W. Quinn Vice Chairman and Chief Financial Officer (principal financial officer) August 12, 1996 /s/ Michael S. Albright ---------------------------------------------- Michael S. Albright Vice President - Finance and Administration (chief accounting officer) -12- 16 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART I. FINANCIAL INFORMATION CONDENSED COMBINING FINANCIAL STATEMENTS ITEM 1. The condensed combining financial statements include the accounts of 3333 Holding Corporation and subsidiary and Centex Development Company, L.P. (collectively the "Companies"), and have been prepared by the Companies, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Companies believe that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed combining financial statements be read in conjunction with the financial statements and the notes thereto included in the Companies' latest annual report on Form 10-K. In the opinion of the Companies, all adjustments necessary to present fairly the information in the following condensed financial statements of the Companies have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. -13- 17 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF OPERATIONS (dollars in thousands, except per share/unit data) (unaudited)
For The Three Months Ended June 30, ------------------------------------------------------------------------------------- 1996 1995 ------------------------------------------- --------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY --------- ------------- ----------- --------- ------------- ------------ Revenues $ 3,472 $ 3,322 $ 579 $ 2,382 $ 2,241 $ 611 Costs and Expenses 3,116 3,146 399 2,372 2,429 413 --------- ---------- ------ ------- ------- ------- Earnings (Loss) Before Income Taxes 356 176 180 10 (188) 198 Income Taxes -- -- -- -- -- -- --------- ---------- ------ ------- ------- ------- NET EARNINGS (LOSS) $ 356 $ 176 $ 180 $ 10 $ (188) $ 198 ========= ========== ====== ======= ======= ======= EARNINGS (LOSS) PER SHARE/UNIT (Average Outstanding Shares, 1,000; Units, 1,000) $ 176 $ 180 $ (188) $ 198 ========== ====== ======= =======
See notes to condensed combining financial statements. -14- 18 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING BALANCE SHEETS (dollars in thousands)
June 30, 1996* March 31, 1996** ------------------------------------------ ----------------------------------------- 3333 HOLDING 3333 HOLDING CENTEX CORPORATION CENTEX CORPORATION DEVELOPMENT AND DEVELOPMENT AND COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY ----------- ------------- ------------ ---------- --------------- ------------ ASSETS Cash $ 553 $ 550 $ 3 $ 231 $ 225 $ 6 Accounts Receivable 379 1,473 178 360 448 179 Notes Receivable - Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700 Other 2,781 2,781 - 3,809 3,809 - Investment in Affiliate - - 767 - - 767 Investment in Real Estate Joint Venture 217 217 - 180 180 - Projects Held for Development & Sale 35,952 35,952 - 38,506 38,506 - --------- ---------- --------- ---------- ----------- -------- $ 47,582 $ 40,973 $ 8,648 $ 50,786 $ 43,168 $ 8,652 ========= ========== ========= ========== =========== ======== LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL Accounts Payable and Accrued Liabilities $ 2,817 $ 2,593 $ 1,496 $ 2,871 $ 2,558 $ 580 Notes Payable - Centex Corporation and Subsidiaries 6,500 - 6,500 7,600 - 7,600 Other 1,953 1,953 - 3,326 3,326 - Land Sale Deposits 467 467 - - - - --------- ---------- --------- ---------- ----------- -------- Total Liabilities 11,737 5,013 7,996 13,797 5,884 8,180 Stockholders' Equity and Partners' Capital 35,845 35,960 652 36,989 37,284 472 --------- ---------- --------- ---------- ----------- -------- $ 47,582 $ 40,973 $ 8,648 $ 50,786 $ 43,168 $ 8,652 ========= ========== ========= ========== =========== ========
* Unaudited ** Condensed from audited financial statements. See notes to condensed combining financial statements. -15- 19 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. CONDENSED COMBINING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
For The Three Months Ended June 30, --------------------------------------------------------------------------------------- 1996 1995 ---------------------------------------- ------------------------------------------- 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) $ 356 $ 176 $ 180 $ 10 $ (188) $ 198 Net Change in Payables, Accruals, Deposits and Receivables (706) (523) (183) (96) 120 (216) Decrease (Increase) in Notes Receivable 1,028 1,028 - (617) (617) - Increase in Advances to Joint Venture (37) (37) - - - - Decrease (Increase) in Projects Held for Development and Sale 2,554 2,554 - (13) (13) - -------- --------- --------- -------- --------- --------- 3,195 3,198 (3) (716) (698) (18) -------- --------- --------- -------- --------- --------- CASH FLOWS - FINANCING ACTIVITIES (Decrease) Increase in Notes Payable (1,373) (1,373) - 1,658 1,658 - Capital Distributions (1,500) (1,500) - - - - -------- --------- --------- -------- --------- --------- (2,873) (2,873) - 1,658 1,658 - -------- --------- --------- -------- --------- --------- NET INCREASE (DECREASE) IN CASH 322 325 (3) 942 960 (18) CASH AT BEGINNING OF PERIOD 231 225 6 1,422 1,403 19 -------- --------- --------- -------- --------- --------- CASH AT END OF PERIOD $ 553 $ 550 $ 3 $ 2,364 $ 2,363 $ 1 ======== ========= ========= ======== ========= =========
See notes to condensed combining financial statements. -16- 20 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS JUNE 30, 1996 (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 $2,908,000 and $1,165,000 for the three months ended June 30, 1996 and 1995 respectively. (D) A summary of changes in stockholders' equity is presented below (dollars in thousands).
For the Three Months Ended June 30, 1996 ------------------------------------------------------------------------------------- 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, 1996 $ 36,989 $ 500 $ 767 $ 36,017 $ 1 $ 800 $ (329) Capital Distributions (1,500) - - (1,500) - - - Net Earnings 356 - - 176 - - 180 -------- -------- -------- --------- ------ --------- -------- BALANCE AT JUNE 30, 1996 $ 35,845 $ 500 $ 767 $ 34,693 $ 1 $ 800 $ (149) ======== ======== ======== ========= ====== ========= ========
During the quarter ended June 30, 1996, the Partnership made capital distributions of $1.5 million to CREC. -17- 21 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS On a combined basis, revenues for the quarter ended June 30, 1996 of $3.5 million included results from the sale of residential property in Illinois and New Jersey. Revenues of $2.4 million for the quarter ended June 30, 1995 included the sale of commercial property in Texas and residential property in Florida and New Jersey. The quarter ended June 30, 1996 reflected combined net earnings of $356,000, compared to $10,000 for the same quarter last year. The improvement in earnings relates to the higher gross margin on real estate sales for the quarter ended June 30, 1996 compared to the same quarter last year. LIQUIDITY AND CAPITAL RESOURCES During the quarter ended June 30, 1996, the Partnership made a capital distribution of $1.5 million to CREC. Holding, Development and the Partnership believe that they will be able to provide or obtain the necessary funding for their current operations and future expansion needs. The revenues, earnings and liquidity of these companies are largely dependent on future land sales, the timing of which is uncertain. The ability to obtain external debt or equity capital is subject to the provisions of Holding's loan agreement with Centex and the Partnership Agreement governing the Partnership. -18- 22 3333 HOLDING CORPORATION CENTEX DEVELOPMENT COMPANY, L.P. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27.1 - Financial Data Schedule Exhibit 27.2 - Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter ended June 30, 1996 All other items required under Part II are omitted because they are not applicable. -19- 23 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 3333 HOLDING CORPORATION ---------------------------------------------- Registrant August 12, 1996 /s/ J. Stephen Bilheimer ---------------------------------------------- J. Stephen Bilheimer President August 12, 1996 /s/ Kimberly Pinson ---------------------------------------------- Kimberly Pinson Vice President (chief accounting officer) -20- 24 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTEX DEVELOPMENT COMPANY, L.P. ---------------------------------------------- Registrant By: 3333 Development Corporation, General Partner August 12, 1996 /s/ J. Stephen Bilheimer ---------------------------------------------- J. Stephen Bilheimer President August 12, 1996 /s/ Kimberly Pinson ---------------------------------------------- Kimberly Pinson Vice President (chief accounting officer) -21- 25 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 27 Financial Data Schedule 27.1 Financial Data Schedule 27.2 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE - CENTEX CORP.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX CORPORATION'S JUNE 30, 1996, FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000018532 CENTEX CORPORATION 1,000 3-MOS MAR-31-1997 APR-01-1996 JUN-30-1996 36,066 0 897,202 0 1,107,505 0 391,206 181,175 2,566,904 0 221,743 7,127 0 0 737,661 2,566,904 892,411 892,411 837,830 837,830 11,648 0 9,582 33,351 11,532 21,819 0 0 0 21,819 0.75 0
EX-27.1 3 FINANCIAL DATA SCHEDULE - 3333 HOLDING
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING CORPORATION'S JUNE 30, 1996, FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818762 3333 HOLDING CORPORATION 1,000 3-MOS MAR-31-1997 APR-01-1996 JUN-30-1996 3 0 7,878 0 0 0 0 0 9,648 0 0 1 0 0 651 9,648 579 579 399 399 0 0 0 180 0 180 0 0 0 180 0 0
EX-27.2 4 FINANCIAL DATA SCHEDULE - CENTEX DEVELOPMENT
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX DEVELOPMENT COMPANY L.P.'S JUNE 30, 1996, FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000818764 CENTEX DEVELOPMENT COMPANY, L.P. 1,000 3-MOS MAR-31-1997 APR-01-1996 JUN-30-1996 550 0 4,254 0 35,952 0 0 0 40,973 0 0 500 0 0 35,460 40,973 3,322 3,322 3,146 3,146 0 0 0 176 0 176 0 0 0 176 0 0
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