<PAGE> 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, 1993
Commission File No. 1-6776
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 1, 1994, 31,650,248 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.
- --------------------------------------------------------------------------------
<PAGE> 2
CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
FORM 10-Q TABLE OF CONTENTS
DECEMBER 31, 1993
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, 1993 2
Condensed Consolidated Statement of Earnings
for the Nine Months Ended December 31, 1993 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended December 31, 1993 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
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<PAGE> 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 December 31, 1993 14
Condensed Combining Statement of Operations
for the Nine Months Ended December 31, 1993 15
Condensed Combining Balance Sheets 16
Condensed Combining Statement of Cash Flows
for the Nine Months Ended December 31, 1993 17
Notes to Condensed Combining Financial Statements 18
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 19
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 20
SIGNATURES 21-22
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<PAGE> 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.
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<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED December 31,
-----------------------------------------
1993 1992
-------------- --------------
<S> <C> <C>
REVENUES
Home Building $ 485,868 $ 387,859
Mortgage Banking 53,268 33,457
Contracting and Construction Services 246,508 192,675
Construction Products 43,508 31,884
Savings and Loan 4,101 2,783
------------- -------------
833,253 648,658
------------- -------------
COSTS AND EXPENSES
Home Building 460,106 366,881
Mortgage Banking 32,612 20,357
Contracting and Construction Services 248,096 193,813
Construction Products 40,891 30,830
Savings and Loan 3,772 2,208
Corporate General and Administrative 3,646 2,912
Interest Expense 7,448 4,960
------------- -------------
796,571 621,961
------------- -------------
EARNINGS BEFORE INCOME TAXES 36,682 26,697
Income Taxes 13,096 9,052
------------- -------------
NET EARNINGS $ 23,586 $ 17,645
============= =============
EARNINGS PER SHARE $ .72 $ .55
============= =============
AVERAGE SHARES OUTSTANDING 32,956,169 32,176,809
============= =============
CASH DIVIDENDS PER SHARE $ .05 $ .05
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED December 31,
-----------------------------------------
1993 1992
-------------- --------------
<S> <C> <C>
REVENUES
Home Building $ 1,326,925 $ 1,056,742
Mortgage Banking 144,833 90,214
Contracting and Construction Services 726,596 576,128
Construction Products 136,049 115,131
Savings and Loan 10,591 13,500
-------------- --------------
2,344,994 1,851,715
-------------- --------------
COSTS AND EXPENSES
Home Building 1,263,961 1,001,745
Mortgage Banking 87,227 56,078
Contracting and Construction Services 729,459 580,142
Construction Products 121,526 108,681
Savings and Loan 9,166 11,471
Corporate General and Administrative 10,690 9,384
Interest Expense 21,575 15,526
-------------- --------------
2,243,604 1,783,027
-------------- --------------
EARNINGS BEFORE INCOME TAXES 101,390 68,688
Income Taxes 37,952 22,937
-------------- --------------
NET EARNINGS $ 63,438 $ 45,751
============== ==============
EARNINGS PER SHARE $ 1.94 $ 1.44
============== ==============
AVERAGE SHARES OUTSTANDING 32,734,533 31,880,106
============== ==============
CASH DIVIDENDS PER SHARE $ .15 $ .15
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, 1993 March 31, 1993
------------------------------- ---------------------------------
Fully Fully
Supplemental Consolidated Supplemental Consolidated
------------ ------------ ------------ ------------
(unaudited) (Condensed from audited financial statements)
<S> <C> <C> <C> <C>
ASSETS
------
Cash and Cash Equivalents $ 19,518 $ 27,635 $ 13,802 $ 26,065
Marketable Securities - 92,457 - 110,316
Receivables -
Residential Mortgage Loans - 789,968 - 591,328
Other 230,545 262,342 207,029 229,566
Inventories 1,031,261 1,031,261 896,345 896,345
Investments -
Joint Ventures and Unconsolidated
Subsidiaries 76,213 61,231 73,350 50,277
Centex Development Company, L.P. 70,172 70,172 71,517 71,517
Property and Equipment, net 170,851 188,370 167,406 177,610
Government-Backed S&L Assets -
Receivables - 12,142 - 13,579
Covered Assets - 59,755 - 69,244
Other Assets and Deferred Charges 21,149 34,382 24,020 36,246
----------- ----------- ----------- ----------
$ 1,619,709 $ 2,629,715 $ 1,453,469 $2,272,093
=========== =========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Accounts Payable and Accrued Liabilities $ 492,669 $ 578,990 $ 422,242 $ 527,094
S&L Deposits and Debt - 226,838 - 204,140
Short-term Debt 205,792 873,792 145,000 637,570
Long-term Debt 223,732 223,732 223,988 223,988
Deferred Income Taxes 24,543 53,390 55,722 72,784
----------- ----------- ----------- ----------
Total Liabilities 946,736 1,956,742 846,952 1,665,576
----------- ----------- ----------- ----------
Negative Goodwill 25,402 25,402 28,102 28,102
----------- ----------- ----------- ----------
Stockholders' Equity
Common Stock, $.25 Par Value;
Authorized 50,000,000 Shares;
Issued 31,626,748 and 31,140,878
Shares, respectively 7,907 7,907 7,785 7,785
Capital in Excess of Par Value 25,693 25,693 15,376 15,376
Retained Earnings 613,971 613,971 555,254 555,254
----------- ----------- ----------- ----------
Total Stockholders' Equity 647,571 647,571 578,415 578,415
----------- ----------- ----------- ----------
$ 1,619,709 $ 2,629,715 $ 1,453,469 $2,272,093
=========== =========== =========== ==========
</TABLE>
The "Supplemental" presentation includes the mortgage company and the savings
and loan on the equity method, whereas the "Fully Consolidated" presentation
includes all assets and liabilities of these entities. The supplemental data
does not purport to present the company's financial position in accordance
with generally accepted accounting principles. Also see notes to condensed
consolidated financial statements.
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<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED December 31,
------------------------------------
1993 1992
-------------- -------------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 63,438 $ 45,751
Adjustments -
Depreciation, Depletion and Amortization 14,433 11,720
Deferred Income Taxes (12,399) 352
Equity in Earnings of Joint Ventures and
Unconsolidated Subsidiaries, net (2,650) (3,317)
-------------- -------------
62,822 54,506
(Increase) Decrease in Receivables (32,776) 21,676
Increase in Inventories (135,236) (138,167)
Increase in Payables and Accruals 51,908 28,130
Decrease (Increase) in Other Assets 529 (2,541)
Other, net (7,007) (1,800)
-------------- -------------
(59,760) (38,196)
-------------- -------------
CASH FLOWS - INVESTING ACTIVITIES
(Increase) Decrease in Advances to Joint Ventures and
Unconsolidated Subsidiaries (6,959) 1,881
Property and Equipment Additions, net (25,840) (7,841)
Decrease in Marketable Securities 17,859 108,659
-------------- -------------
(14,940) 102,699
-------------- -------------
CASH FLOWS - FINANCING ACTIVITIES
Increase in Residential Mortgage Loans (199,038) (149,522)
Decrease in Government-Backed S&L Assets 10,926 81,395
Increase (Decrease) in S&L Deposits and Debt 22,698 (226,390)
Increase in Debt 235,966 203,632
Stock and Dividend Transactions, net 5,718 (592)
-------------- -------------
76,270 (91,477)
-------------- -------------
NET INCREASE (DECREASE) IN CASH 1,570 (26,974)
CASH AT BEGINNING OF YEAR 26,065 70,350
-------------- -------------
CASH AT END OF PERIOD $ 27,635 $ 43,376
============== =============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 9
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
<CAPTION>
Capital in
Common Excess of Retained
Stock Par Value Earnings Total
----- --------- -------- -----
(dollars in thousands)
<S> <C> <C> <C> <C>
Balance, March 31, 1993 $ 7,785 $ 15,376 $ 555,254 $ 578,415
Net Earnings - - 63,438 63,438
Exercise of Stock Options 122 10,317 - 10,439
Cash Dividends - - (4,721) (4,721)
--------- --------- --------- ----------
BALANCE, DECEMBER 31, 1993 $ 7,907 $ 25,693 $ 613,971 $ 647,571
========= ========= ========= ==========
</TABLE>
(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:
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<PAGE> 10
NOTES - continued
CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, March 31,
1993 1993
------------ -----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 28,117 $ 27,317
Marketable Securities 92,457 110,316
Receivables 1,053,786 821,852
Inventories 1,155,435 1,027,938
Investments in Joint Ventures and Unconsolidated
Subsidiaries 61,231 50,277
Property and Equipment, net 188,370 177,610
Government-Backed S&L Assets 71,897 82,823
Other Assets and Deferred Charges 34,382 36,246
------------ -----------
$ 2,685,675 $ 2,334,379
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities 581,159 529,381
S&L Deposits and Debt 226,838 204,140
Short-term Debt 926,932 696,832
Long-term Debt 223,732 223,988
Deferred Income Taxes 53,390 72,784
Negative Goodwill 25,402 28,102
Stockholders' Equity 648,222 579,152
------------ -----------
$ 2,685,675 $ 2,334,379
============ ===========
</TABLE>
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31,
-----------------------------------
FOR THE NINE MONTHS ENDED 1993 1992
----------- -----------
<S> <C> <C>
Revenues $ 2,354,680 $ 1,851,551
Costs and Expenses 2,253,376 1,782,926
----------- -----------
Earnings Before Income Taxes 101,304 68,625
Income Taxes 37,952 22,937
----------- -----------
NET EARNINGS $ 63,352 $ 45,688
=========== ===========
</TABLE>
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<PAGE> 11
Notes - continued
(C) In order to assure the future availability of land for home building, the
Company has put up deposits totalling $9 million as of December 31, 1993
for options to purchase undeveloped land and developed lots having a
total purchase price of approximately $291 million. These options and
commitments expire at various dates to 1997. The Company has also
committed to purchase land and developed lots totaling approximately $103
million. In addition, the Company has executed lot purchase contracts
with CDC which aggregate approximately $2 million.
The Company is contingently liable at December 31, 1993 on $9.6 million
of long-term debt of Construction Products' joint ventures which
represents the Company's share of debt on plant facilities and land.
(D) Interest expense relating to the financial services operations (Mortgage
Banking and Savings and Loan) is included in their respective cost of
sales. Interest costs related to non-financial services operations and
capitalized interest relieved from inventories are included under the
caption "Interest Expense," as shown below.
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------------
12/31/93 12/31/92
---------- ----------
<S> <C> <C>
Total Interest Incurred $ 52,857 $ 48,210
Less Financial Services Operations -
CTX Mortgage (24,927) (22,257)
Texas Trust (6,355) (10,427)
--------- ---------
Interest Expense $ 21,575 $ 15,526
========= =========
</TABLE>
(E) On February 4, Centex announced that its construction products
subsidiary, Centex Construction Products, Inc. ("CCP"), had filed a
registration statement with the Securities and Exchange Commission for
the intended sale of 10.2 million shares, or 51%, of CCP's common stock
in an initial public offering. The estimated public offering price is
between $15 and $17 per share. CCP is comprised of Centex's cement,
readymix concrete, aggregate and gypsum wallboard operations including
CCP's 50% joint venture interests in its Texas and Illinois cement plants.
Centex will retain a 49% ownership in CCP after the completion of the
offering. In connection with CCP's initial public offering, Centex
expects to receive a dividend and other payments from CCP of up to $190
million, which will be used to reduce Centex's outstanding indebtedness.
CCP will use proceeds from the offering, together with borrowings under a
credit facility, to repay debt it will incur to fund the dividend to be
paid to Centex.
Although the registration statement has been filed, it will not become
effective and the common stock cannot be sold prior to its effective
date, which is estimated to be late March or early April, 1994.
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<PAGE> 12
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Revenues for the nine months ended December 31, 1993 totaled
$2,344,994,000, an increase of 27% from the same period last year. Revenues
for the quarter totaled $833,253,000, 28% above $648,658,000 for the same
quarter last year. Net earnings for the period increased 39% to $63,438,000
from $45,751,000 for the same nine months a year ago. Current quarter net
earnings of $23,586,000 were 34% greater than $17,645,000 for the same quarter
a year ago.
Home Building revenues increased 26% to $1,326,925,000 from the same nine
months last year. Revenues for the quarter were a record $485,868,000, a 25%
improvement over $387,859,000 for the same quarter last year. Operating
earnings for the nine months increased to $62,964,000 from $54,997,000 for the
same nine months a year ago. Operating earnings for the quarter were
$25,762,000, up 23% from $20,978,000 for the same quarter last year. Home
closings for the nine months reached an all-time high of 9,051 units, an 18%
increase from 7,645 homes for the similar period last year. The backlog of
homes sold but not closed at December 31, 1993 was 5,009 units, 31% higher than
last year. Home closings for the quarter were a record 3,245 units, up 17%
from the prior year's 2,763 closings. New orders for the current quarter,
which contained 13 weeks, were 2,844 units, a 14% increase over 2,494 units for
the same quarter last year, a 14-week quarter. Comparison of comparable-length
periods between the two fiscal years would have resulted in order increases of
21% for the quarter and 23% for the nine months.
Mortgage Banking revenues for the nine months ended December 31, 1993
totaled $144,833,000, a 61% increase over the same nine months last year.
Revenues for the quarter increased to $53,268,000, 59% above last year's
revenues of $33,457,000. Operating earnings from Mortgage Banking for the
current nine months increased 69% to $57,606,000 from $34,136,000 for the same
nine months a year ago. Operating earnings for the quarter increased to a
record $20,656,000, 58% above the same quarter last year. Mortgage Banking
originations for the current nine months totaled 45,955, a 58% increase over
originations for the same period a year ago. Originations for Centex-built
houses rose 15% for the nine months over the same nine months last year while
third-party originations grew 68% for the same period. Mortgage originations
for the quarter totaled an all-time high of 16,050, 48% higher than 10,811
originations for the same period a year ago. Originations for Centex-built
homes rose 16% to 2,421 for the quarter, while third-party originations
increased 56% to 13,629 in the current quarter.
Contracting and Construction Services revenues increased 26% for the nine
months ended December 31, 1993, to $726,596,000 as compared to the same period
a year ago. Revenues for the current quarter were $246,508,000, 28% greater
than $192,675,000 for the same quarter last year. The operating loss for the
nine months ended December 31, 1993 was $2,863,000, an improvement from the
$4,014,000 loss for the same nine months last year. The operating loss for the
current quarter was $1,588,000 compared to a loss of $1,138,000 for the same
quarter a year ago. Although the higher volume of work helped lessen the
current year's operating loss, competitive pressure continues to impact
margins. The backlog of uncompleted construction contracts at December 31,
1993 was an all-time high of $1.3 billion, 25% higher
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<PAGE> 13
than the $1.04 billion at December 31, 1992 and slightly above the September
30, 1993 backlog of about $1.14 billion.
Construction Products revenues were $136,049,000 for the nine months
ended December 31, 1993, an 18% increase from the same period last year.
Revenues for the quarter were $43,508,000, an increase of 36% from $31,884,000
for the same quarter a year ago. Operating earnings were up 125% for the nine
months to $14,523,000 as compared to the same period last year. Operating
earnings were $2,617,000 for the current quarter, 148% higher than $1,054,000
for the same quarter a year ago. The improvement for both the quarter and the
nine months was due primarily to increased production and higher pricing in
certain cement markets combined with pricing and demand improvement in the
gypsum wallboard business.
Revenues from the Savings and Loan were $10,591,000 for the nine months
ended December 31, 1993, a 22% decrease from the same period a year ago.
Revenues were $4,101,000 for the quarter this year, compared to $2,783,000 for
the same quarter in the prior fiscal year. Operating earnings for the nine
months decreased to $1,425,000 from $2,029,000 for the same period last year.
Operating earnings were $329,000 for the current quarter compared to $575,000
for the same quarter last year.
The Home Building backlog remains at a record level. Home Building
margins should continue to improve and the ongoing increase in the number of
the Company's Mortgage Banking offices will help offset declines in the
refinancing portion of the Company's mortgage origination business.
Improving Home Building margins, the favorable market dynamics prevailing
in the Mortgage Banking segment, and strengthening in Construction Products
operations, should result in continued strong earnings for fiscal 1994.
FINANCIAL CONDITION
On February 4, Centex announced that its construction products
subsidiary, Centex Construction Products, Inc. ("CCP"), had filed a
registration statement with the Securities and Exchange Commission for the
intended sale of 10.2 million shares, or 51%, of CCP's common stock in an
initial public offering. The estimated public offering price is between $15
and $17 per share. CCP is comprised of Centex's cement, readymix concrete,
aggregate and gypsum wallboard operations including CCP's 50% joint venture
interests in its Texas and Illinois cement plants.
The initial public offering by CCP is a key part of Centex's strategy
to position its construction products business for future growth. Following
completion of the offering, CCP will have a strong balance sheet with a
conservative debt-to-capitalization ratio of approximately 25%.
Centex will retain a 49% ownership in CCP after the completion of the
offering. In connection with CCP's initial public offering, Centex expects to
receive a dividend and other payments from CCP of up to $190 million, which
will be used to reduce Centex's outstanding indebtedness. CCP will use proceeds
from the offering, together with borrowings under a credit facility, to repay
debt it will incur to fund the dividend to be paid to Centex.
Although the registration statement has been filed, it will not become
effective and the common stock cannot be sold prior to its effective date,
which is estimated to be late March or early April, 1994.
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 committed and uncommitted credit facilities to finance its mortgages which
are held during the period they are being securitized and readied for delivery
against forward sale commitments. Based upon its financial condition and
credit relationships, Centex believes it will be able to provide adequately for
its current operations and future growth.
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<PAGE> 14
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 99 -- Press Release issued by Centex Corporation
regarding initial public offering of Centex Construction
Products, Inc. common stock.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the quarter
ended December 31, 1993.
All other items required under Part II are omitted because they are not
applicable.
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<PAGE> 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
February 3, 1994 /s/ DAVID W. QUINN
___________________________________
David W. Quinn
Executive Vice President and
Chief Financial Officer
February 3, 1994 /s/ MICHAEL S. ALBRIGHT
___________________________________
Michael S. Albright
Vice President - Finance and Controller
(chief accounting officer)
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<PAGE> 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. (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.
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<PAGE> 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)
<TABLE>
<CAPTION>
For the Three Months Ended December 31,
-------------------------------------------------------------------------------------
1993 1992
----------------------------------------- ----------------------------------------
3333 Holding 3333 Holding
Centex Corporation Centex Corporation
Development and Development and
Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary
-------- ------------- ------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 374 $ 275 $ 136 $ 947 $ 843 $ 155
Costs and Expenses 798 670 165 1,268 1,156 163
--------- -------- --------- -------- -------- --------
Loss Before Income Taxes (424) (395) (29) (321) (313) (8)
Income Taxes - - - - - -
--------- -------- --------- -------- -------- --------
NET LOSS $ (424) $ (395) $ (29) $ (321) $ (313) $ (8)
========= ======== ========= ======== ======== ========
Loss Per Share/Unit
(Average Outstanding Shares,
1,000; Units, 1,000) $ (395) $ (29) $ (313) $ (8)
======== ========= ======== ========
</TABLE>
See notes to condensed combining financial statements.
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<PAGE> 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)
<TABLE>
<CAPTION>
For the Nine Months Ended December 31,
------------------------------------------------------------------------------------
1993 1992
----------------------------------------- ---------------------------------------
3333 3333
Holding Holding
Centex Corporation Centex Corporation
Development and Development and
Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary
-------- ------------- ----------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 12,438 $ 12,146 $ 404 $ 9,934 $ 9,646 $ 434
Costs and Expenses 13,790 13,412 490 10,179 9,828 497
--------- --------- -------- --------- --------- --------
Loss Before Income Taxes (1,352) (1,266) (86) (245) (182) (63)
Income Taxes - - - - - -
--------- --------- -------- -------- --------- --------
NET LOSS $ (1,352) $ (1,266) $ (86) $ (245) $ (182) $ (63)
========= ========= ======== ======== ========= ========
Loss Per Share/Unit
(Average Outstanding Shares,
1,000; Units, 1,000) $ (1,266) $ (86) $ (182) $ (63)
========= ======== ========= ========
</TABLE>
See notes to condensed combining financial statements.
- 15 -
<PAGE> 19
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, 1993* March 31, 1993**
------------------------------------------ -----------------------------------------
3333 Holding 3333 Holding
Centex Corporation Centex Corporation
Development and Development and
Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary
-------- ------------- ------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 482 $ 481 $ 1 $ 1,252 $ 1,252 $ -
Accounts Receivable 421 2,121 135 420 2,050 133
Notes Receivable -
Centex Corporation and
Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 1,190 1,190 - 671 671 -
Investment in Affiliate - - 767 - - 767
Projects Held for Development
and Sale -
Forster Ranch 48,913 48,913 - 44,777 44,777 -
Other 69,014 69,014 - 79,871 79,871 -
--------- --------- -------- --------- --------- ---------
$ 127,720 $ 121,719 $ 8,603 $ 134,691 $ 128,621 $ 8,600
========= ========= ======== ========= ========= =========
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 4,691 $ 4,574 $ 1,952 $ 4,209 $ 4,109 $ 1,863
Notes Payable -
Centex Corporation and
Subsidiaries 6,500 - 6,500 6,500 - 6,500
Forster Ranch 48,905 48,905 - 44,777 44,777 -
Other 4,235 4,235 - 14,485 14,485 -
Land Sale Deposits 178 178 - 157 157 -
--------- --------- -------- --------- --------- ---------
Total Liabilities 64,509 57,892 8,452 70,128 63,528 8,363
Stockholders' Equity and
Partners' Capital 63,211 63,827 151 64,563 65,093 237
--------- --------- -------- --------- --------- ---------
$ 127,720 $ 121,719 $ 8,603 $ 134,691 $ 128,621 $ 8,600
========= ========= ======== ========= ========= =========
</TABLE>
* Unaudited
**Condensed from audited financial statements.
See notes to condensed combining financial statements.
- 16 -
<PAGE> 20
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended December 31,
---------------------------------------------------------------------------------------
1993 1992
------------------------------------------ -----------------------------------------
3333 Holding 3333 Holding
Centex Corporation Centex Corporation
Development and Development and
Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary
-------- ------------- ------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Loss $ (1,352) $ (1,266) $ (86) $ (245) $ (182) $ (63)
Net Change in Payables, Accruals,
Deposits and Receivables 502 415 87 (2,706) (2,783) 77
(Increase) Decrease in Notes
Receivables (519) (519) - 177 177 -
Decrease (Increase) in Land Held for
Development and Sale 6,721 6,721 - (4,952) (4,952)
--------- ---------- ------- -------- -------- --------
5,352 5,351 1 (7,726) (7,740) 14
--------- ---------- ------- -------- -------- --------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Notes
Payable (6,122) (6,122) - 7,054 7,054 -
--------- ---------- ------- -------- -------- --------
(6,122) (6,122) - 7,054 7,054 -
--------- ---------- ------- -------- -------- --------
NET (DECREASE) INCREASE IN
CASH (770) (771) 1 (672) (686) 14
CASH AT BEGINNING OF YEAR 1,252 1,252 - 950 950 -
--------- ---------- ------- -------- -------- --------
CASH AT END OF PERIOD $ 482 $ 481 $ 1 $ 278 $ 264 $ 14
========= ========== ======= ======== ======== ========
</TABLE>
See notes to condensed combining financial statements.
- 17 -
<PAGE> 21
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
DECEMBER 31, 1993
(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
Corporation ("Development"), a wholly-owned subsidiary of Holding, serves
as general partner of the Partnership. These securities are held by the
nominee on behalf of Centex stockholders, and will trade in tandem with
the common stock of Centex, until such time as they are detached.
(B) See Note B to the condensed consolidated financial statements of Centex
Corporation and subsidiaries included elsewhere in this Form 10-Q for
supplementary condensed combined financial statements for Centex, Holding
and subsidiary and the Partnership.
(C) The Partnership sells lots to Centex Real Estate Corporation ("CREC")
pursuant to certain purchase and sale agreements. Revenues from these
sales totaled $1,716,000 and $8,648,000 for the nine months ended
December 31, 1993 and 1992, respectively.
(D) A summary of changes in stockholders' equity is presented below (dollars
in thousands).
<TABLE>
<CAPTION>
For the Nine Months Ended December 31, 1993
-------------------------------------------------------------------------
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
-------- -------- ------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1993 $ 64,563 $ 500 $ 767 $ 63,826 $ 1 $ 800 $ (564)
Net Loss (1,352) - - (1,266) - - (86)
-------- ------- ------- -------- ---------- ----------- ---------
BALANCE AT DECEMBER 31, 1993 $ 63,211 $ 500 $ 767 $ 62,560 $ 1 $ 800 $ (650)
======== ======= ======= ======== ========== =========== ========
</TABLE>
(E) The holder of the Forster Ranch non-recourse notes has given notice that
it does not intend to renew the note that matured in April 1993 and has
initiated action that may result in the transfer of the underlying real
estate to the lender in satisfaction of the debt.
- 18 -
<PAGE> 22
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
that 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, 1993, the combined entities had
revenues of $12,438,000 and a loss of $1,352,000. For the quarter, revenues
were $374,000 and the loss was $424,000. The revenues for nine months included
proceeds from the sale of residential property in Florida, a 103,000 square
foot retail shopping center in Sonora, California, a fifteen acre commercial
tract in Houston, Texas, and a 168 acre tract in Comal County, Texas.
Due to the financial dynamics of the Partnership's business, a comparison
with the revenues from real estate sales for the same period in 1992 is not
meaningful. The timing of future revenues from the development and sale of
real estate will result in fluctuating future earnings for the Partnership.
- 19 -
<PAGE> 23
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the quarter
ended December 31, 1993.
All other items required under Part II are omitted because they are not
applicable.
- 20 -
<PAGE> 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.
3333 HOLDING CORPORATION
___________________________________
Registrant
February 3, 1994 /s/ J. STEPHEN BILHEIMER
___________________________________
J. Stephen Bilheimer
President
February 3, 1994 /s/ ROGER SEFZIK
___________________________________
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
- 21 -
<PAGE> 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.
CENTEX DEVELOPMENT COMPANY, L.P.
__________________________________
Registrant
By: 3333 Development Corporation,
General Partner
February 3, 1994 /s/ J. STEPHEN BILHEIMER
__________________________________
J. Stephen Bilheimer
President
February 3, 1994 /s/ ROGER SEFZIK
__________________________________
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
- 22 -
<PAGE> 1
EXHIBIT 99
CENTEX CORPORATION / 3333 LEE PARKWAY, P.O. BOX 19000, DALLAS, TEXAS 75219,
TELEPHONE (214) 559-6500
{CENTEX LOGO} NEWS
RELEASE
FOR IMMEDIATE RELEASE
CENTEX CORPORATION ANNOUNCES AN INITIAL PUBLIC OFFERING
OF THE COMMON STOCK OF CENTEX CONSTRUCTION PRODUCTS, INC.
(Dallas, TX February 4, 1994): Centex Corporation announced
today that its construction products subsidiary, Centex Construction Products,
Inc. (CCP), has filed a registration statement for the intended sale of 10.2
million shares, or 51%, of CCP's common stock in an initial public offering. The
estimated public offering price is between $15 and $17 per share. CCP is
comprised of Centex's cement, readymix concrete, aggregate and gypsum wallboard
operations including CCP's 50% joint venture interests in its Texas and
Illinois cement plants.
Centex said the initial public offering by CCP is a key part
of the parent company's strategy to position its construction products business
for future growth and that CCP, as a separate publicly held company, should
significantly enhance the potential value of Centex's remaining investment in
CCP. Following completion of the offering, CCP will have a strong balance sheet
with a conservative debt-to-capitalization ratio of approximately 25%.
Centex will retain a 49% ownership in CCP after the
completion of the offering. In connection with CCP's initial public offering,
Centex Corporation expects to receive a dividend and other payments from CCP of
up to approximately $190 million, which will be used to reduce Centex's
outstanding indebtedness. CCP will use proceeds from the offering, together
with borrowings under a credit facility, to repay debt it will incur to fund
the dividend to be paid to Centex.
M 0 R E
<PAGE> 2
CENTEX ADD 1
The current CCP management team, led by O.G. (Greg) Dagnan,
President and Chief Executive Officer, will continue to run the Company once
it becomes publicly held. Laurence E. Hirsch, Chairman and Chief Executive
Officer of Centex Corporation, will be Chairman of CCP.
The offering in the United States and Canada and the
international offering are being managed by Donaldson, Lufkin & Jenrette
Securities Corporation, Dillon Read & Co. Inc. and Lehman Brothers.
A registration statement relating to these securities has
been filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
Preliminary prospectuses are not yet available for
distribution.
# # # # # # #
For additional information, contact at (214) 559-6500:
Laurence E. Hirsch
Chairman and Chief Executive Officer
OR
Sheila E. Gallagher
Vice President--Corporate Communications
