<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
JUNE 30, 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 August 9, 1994, 29,988,555 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
JUNE 30, 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 June 30, 1994 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Cash Flows
for the Three Months Ended June 30, 1994 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 -
<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 June 30, 1994 14
Condensed Combining Balance Sheets 15
Condensed Combining Statement of Cash Flows
for the Three Months Ended June 30, 1994 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 -
<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.
- 1 -
<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED June 30,
--------------------------------
1994 1993
----------- -----------
<S> <C> <C>
REVENUES
Home Building $ 531,896 $ 386,574
Mortgage Banking 35,792 43,805
Contracting and Construction Services 263,037 221,480
Savings and Loan 1,792 3,103
----------- -----------
832,517 654,962
----------- -----------
COSTS AND EXPENSES
Home Building 503,664 370,145
Mortgage Banking 30,979 26,810
Contracting and Construction Services 263,642 222,229
Savings and Loan 1,188 2,391
Other, net 415 266
Equity in Earnings of Affiliate (CXP) (3,713) (3,878)
Corporate General and Administrative 3,697 3,347
Interest Expense 7,194 6,945
----------- -----------
807,066 628,255
----------- -----------
EARNINGS BEFORE GAIN ON CXP INITIAL
PUBLIC OFFERING AND INCOME TAXES 25,451 26,707
Gain on CXP Initial Public Offering 59,328 -
----------- -----------
EARNINGS BEFORE INCOME TAXES 84,779 26,707
Income Taxes 31,381 9,701
----------- -----------
NET EARNINGS $ 53,398 $ 17,006
=========== ===========
EARNINGS PER SHARE $ 1.67 $ .52
=========== ===========
AVERAGE SHARES OUTSTANDING 31,962,028 32,448,803
=========== ===========
CASH DIVIDENDS PER SHARE $ .05 $ .05
=========== ===========
<FN>
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
$43,079 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.
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Centex Corporation and
Subsidiaries Centex Corporation Financial Services
-------------------------- -------------------------- ------------------------
June 30, March 31, June 30, March 31, June 30, March 31,
1994* 1994** 1994* 1994** 1994* 1994**
----------- ----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 44,619 $ 76,287 $ 17,179 $ 13,284 $ 27,440 $ 63,003
Marketable Securities 126,777 78,241 - - 126,777 78,241
Receivables -
Residential Mortgage Loans 460,487 677,641 - - 460,487 677,641
Other 277,567 251,531 257,880 226,674 19,687 24,857
Affiliates - - - - 78,186 80,806
Inventories 1,115,334 1,097,457 1,115,334 1,097,457 - -
Investments -
Centex Development Company, L.P. 70,878 71,000 70,878 71,000 - -
Centex Construction Products, Inc. 81,824 - 81,824 - - -
Joint Ventures and Other 6,895 56,928 6,895 56,928 - -
Unconsolidated Subsidiaries - - 11,734 5,263 - -
Property and Equipment, net 44,120 188,930 22,947 169,234 21,173 19,696
Government-Guaranteed S&L Assets -
Receivables 19,648 19,030 - - 19,648 19,030
Covered Assets 12,959 24,737 - - 12,959 24,737
Other Assets and Deferred Charges 34,317 38,574 16,547 22,101 17,770 16,473
----------- ----------- ----------- ----------- --------- -----------
$ 2,295,425 $ 2,580,356 $ 1,601,218 $ 1,661,941 $ 784,127 $ 1,004,484
=========== =========== =========== =========== ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 615,574 $ 618,943 $ 529,111 $ 504,622 $ 86,463 $ 114,321
S&L Deposits and FHLB Borrowings 196,278 211,055 - - 196,278 211,055
Short-term Debt 511,945 783,585 115,138 206,638 396,807 576,947
Long-term Debt 222,210 222,832 222,210 222,832 - -
Deferred Income Taxes 35,827 51,180 21,168 35,088 14,659 16,092
Negative Goodwill 22,802 24,102 22,802 24,102 - -
Stockholders' Equity 690,789 668,659 690,789 668,659 89,920 86,069
----------- ----------- ----------- ----------- --------- -----------
$ 2,295,425 $ 2,580,356 $ 1,601,218 $ 1,661,941 $ 784,127 $ 1,004,484
=========== =========== =========== =========== ========= ===========
<FN>
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 its
savings and loan subsidiary, Texas Trust Savings Bank,
FSB and Affiliates). Transactions between Centex
Corporation and Financial Services have been
eliminated from the Centex Corporation and
Subsidiaries balance sheets.
</TABLE>
-3-
<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED June 30,
----------------------------
1994 1993
---------- ---------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 53,398 $ 17,006
Adjustments -
Depreciation, Depletion and Amortization 2,023 4,513
Deferred Income Taxes (8,455) (21,857)
Equity in Loss (Earnings) of Joint Ventures and
Unconsolidated Subsidiaries, net 198 (554)
Equity in Earnings of Affiliate (CXP) (2,401) -
---------- ---------
44,763 (892)
Increase in Receivables (26,036) (17,415)
Increase in Inventories (17,983) (50,123)
(Decrease) Increase in Payables and Accruals (3,628) 21,488
Decrease in Other Assets 3,953 835
Other, net (6,639) (2,210)
---------- ---------
(5,570) (48,317)
---------- ---------
CASH FLOWS - INVESTING ACTIVITIES
Decrease (Increase) in Advances to Joint Ventures and
Unconsolidated Subsidiaries 49,957 (4,487)
Increase in Investment in Centex Construction Products, Inc. (79,423) -
Decrease in Property and Equipment
due to CXP initial public offering, net 146,657 -
Property and Equipment Additions, net (4,673) (10,369)
(Increase) Decrease in Marketable Securities (48,536) 7,755
---------- ---------
63,982 (7,101)
---------- ---------
CASH FLOWS - FINANCING ACTIVITIES
Decrease (Increase) in Residential Mortgage Loans 217,067 (122,430)
Decrease in Government-Guaranteed S&L Assets 11,160 5,182
Decrease in S&L Deposits and Debt (14,777) (5,154)
(Decrease) Increase in Debt (272,262) 183,074
Stock and Dividend Transactions, net (31,268) 2,264
---------- ---------
(90,080) 62,936
---------- ---------
NET (DECREASE) INCREASE IN CASH (31,668) 7,518
---------- ---------
CASH AT BEGINNING OF YEAR 76,287 26,065
---------- ---------
CASH AT END OF PERIOD $ 44,619 $ 33,583
========== =========
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1994
(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, 1994 $ 7,916 $ 26,631 $ 634,112 $ 668,659
Net Earnings - - 53,398 53,398
Exercise of Stock Options 5 851 - 856
Retirement of 1,193,400 Shares (298) (27,402) (2,864) (30,564)
Cash Dividends - - (1,560) (1,560)
-------- --------- --------- ---------
BALANCE, JUNE 30, 1994 $ 7,623 $ 80 $ 683,086 $ 690,789
======== ========= ========= =========
</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:
-5-
<PAGE> 9
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>
June 30, March 31,
1994 1994*
---------- ----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 45,625 $ 76,388
Marketable Securities 126,777 78,241
Receivables 739,114 930,428
Inventories 1,241,216 1,223,753
Investments in
Centex Construction Products, Inc. 81,824 -
Joint Ventures and Unconsolidated Subsidiaries 6,895 56,928
Property and Equipment, net 44,120 188,930
Government-Guaranteed S&L Assets 32,607 43,767
Other Assets and Deferred Charges 34,317 38,574
---------- ----------
$2,352,495 $2,637,009
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 617,690 $ 620,824
S&L Deposits and FHLB Borrowings 196,278 211,055
Short-term Debt 566,262 837,734
Long-term Debt 222,210 222,832
Deferred Income Taxes 35,827 51,180
Negative Goodwill 22,802 24,102
Stockholders' Equity 691,426 669,282
---------- ----------
$2,352,495 $2,637,009
========== ==========
</TABLE>
*Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30,
-------------------------------
FOR THE THREE MONTHS ENDED 1994 1993
---------- ----------
<S> <C> <C>
Revenues $ 832,799 $ 698,060
Costs and Expenses 748,006 671,382
---------- ----------
Earnings Before Income Taxes 84,793 26,678
Income Taxes 31,381 9,701
---------- ----------
NET EARNINGS $ 53,412 $ 16,977
========== ==========
</TABLE>
-6-
<PAGE> 10
NOTES - continued
(C) In order to assure the future availability of land for home building, the
Company has made deposits totaling $10 million as of June 30, 1994 for
options to purchase properties having a total purchase price of
approximately $307 million. These options expire at various dates to
1997. The Company has also committed to purchase land and developed lots
totaling approximately $89 million. In addition, the Company has
executed lot purchase contracts with CDC which aggregate approximately $8
million.
(D) Interest expenses relating to the financial services operations (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.
<TABLE>
<CAPTION>
Three Months Ended
------------------
6/30/94 6/30/93
------- -------
<S> <C> <C>
Total Interest Incurred $ 15,028 $ 18,022
Less -
Mortgage Banking (5,768) (8,898)
Savings and Loan (2,066) (2,179)
-------- --------
INTEREST EXPENSE $ 7,194 $ 6,945
======== ========
</TABLE>
(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
$186.5 million which was used to reduce Centex's outstanding
indebtedness.
-7-
<PAGE> 11
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Record Home Building profits were insufficient to totally offset the
decline in Mortgage Banking earnings. However, Centex consolidated revenues
for the quarter totaled a record $833 million, a 27% increase over revenues of
$655 million for the same quarter last year. Earnings before income taxes and
prior to the gain resulting from the initial public offering of 51% of the
common stock of Centex Construction Products, Inc. (CXP), Centex's former
construction products subsidiary, were $25.5 million this year, 5% less than
$26.7 million for the same quarter last year. Centex's net earnings for the
quarter ended June 30, 1994, before the CXP gain, were $15.9 million versus $17
million for the same quarter last year. Including the gain, Centex's total net
earnings were $53.4 million for the quarter this year. Earning per share for
this year's quarter, before CXP gain, were $.50 compared to $.52 for the same
quarter in fiscal 1994. Including the gain, Centex's earnings per share for
the current quarter were $1.67.
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
ended June 30, 1994 to the quarter ended June 30, 1993 (in millions, except
unit and per unit data):
<TABLE>
<CAPTION>
JUNE 30, 1994 June 30, 1993
------------------------- ------------------------
<S> <C> <C> <C> <C>
Home Building Revenues* $ 531.9 100.0% $ 386.6 100.0%
Cost of Sales (443.1) (83.3) (322.3) (83.4)
Selling, General &
Administrative (60.6) (11.4) (47.9) (12.4)
---------- ----- --------- -----
Operating Earnings* $ 28.2 5.3% $ 16.4 4.2%
========== ===== ========= =====
Units Closed 3,233 2,672
Unit Sales Price $ 154,625 $ 142,703
% Change 8.4% 7.0%
Operating Earnings per Unit $ 8,732 $ 6,149
% Change 42.0% 6.4%
</TABLE>
* CDC and other items excluded from this table represented revenues of
$(.1) and $.2 million, respectively and operating losses of $.3 and
$.3 million, respectively.
- 8 -
<PAGE> 12
Home Building revenues for the current quarter were $531.9 million, up
38% from $386.6 million for the same quarter in the prior year. Operating
earnings from Home Building reached a record $28.2 million for the quarter this
year, a 72% increase from $16.4 million for the same quarter in fiscal 1994.
Home closings for the current quarter increased in every region, reaching a
total of 3,233 units, a 21% increase over 2,672 units for the same quarter last
year. The largest gains occurred in the West region where closings were 60%
higher than last year. Slowed by higher interest rates, home sales (orders)
for the current quarter declined 12% to 2,873 units from 3,277 units for the
same quarter in the prior year. Order increases in the Company's West and
Midwest regions were more than offset by lower orders in the Southwest and
Southeast areas. The backlog of homes sold but not closed at June 30, 1994 was
5,435 units, 6% less than the order backlog of 5,756 units at June 30, 1993 and
the backlog of 5,795 units at March 31, 1994.
Mortgage Banking revenues for the current quarter were $35.8 million,
an 18% decline from $43.8 million for the same quarter in the prior fiscal
year. Operating earnings from Mortgage Banking were $4.8 million for the
quarter this year, a 72% decline from $17.0 million for the same quarter a year
ago. Results from Mortgage Banking were negatively impacted by a rising and
volatile interest rate environment. Refinancings, which accounted for 43% of
the Company's total originations during the quarter ended June 30, 1993, were
just 9% of originations this year. The number of refinancings declined 85% for
the current quarter versus refinancings for the same quarter a year ago.
Margin per loan, which was negatively impacted by intense competitive industry
pricing, declined 64% from the per-loan margin for the same quarter last year.
During the current quarter, the Mortgage Banking division closed a total of
11,338 loans, 21% less than 14,434 loans reported for the same quarter in the
prior year. Loans for Centex-built homes increased 19% to 2,282, while "spot"
(third-party) originations decreased 28% to 9,056 in the current quarter. Loan
applications for the quarter declined approximately 30% from last year's first
quarter.
Revenues from Contracting and Construction Services were $263.0
million for the quarter this year, a 19% increase over revenues of $221.5
million reported for the same quarter in the prior fiscal year. Contracting
and Construction Services reported an operating loss of $605,000 this year
compared to a $749,000 loss for the same quarter in fiscal 1994. The division
continues to be negatively affected by competitive pressure on margins. The
Construction Group received a record $411 million of new contracts during the
quarter, a 140% increase over about $171 million of work received in the same
quarter a year earlier. The backlog of uncompleted construction contracts at
June 30, 1994 was an all-time high $1.38 billion, 23% higher than the backlog
of $1.12 billion reported at June 30 a year ago and 11% more than the previous
record backlog of $1.24 billion at March 31, 1994.
Revenues from the Savings and Loan were $1.8 million for the quarter
this year versus $3.1 million for the same quarter last year. Operating
earnings from the Savings and Loan were $604,000 for the current quarter
compared to $712,000 for the same quarter in the previous fiscal year.
In order to facilitate comparisons between the current quarter and the
quarter ended June 30, 1993, CXP's revenues of $43,079,000 and the related
costs and expenses for the quarter last year have been reclassified (on a net
basis) into "Equity in Earnings of Affiliate (CXP)." For the current quarter,
Centex Corporation's 49% "Equity in Earnings of CXP," was $3.7 million compared
with $3.9 million for last year's quarter which represented Centex's 100%
ownership of CXP.
Interest rate volatility continues to negatively impact both the Home
Building and Mortgage Banking operations. If the rate-driven slowdown prevails
during the next several months, fiscal 1995's financial results may not reach
fiscal 1994's record earnings. Nevertheless, Centex is well-positioned to
regain its earnings momentum if interest rates stabilize or decline.
- 9 -
<PAGE> 13
As a result of the CXP transaction, Centex is in an excellent capital
position. The company will utilize the current period of consolidation within
the mortgage industry to further expand its Mortgage Banking network and
continue to look for growth opportunities for its Home Building operation.
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.
STOCK REPURCHASE PROGRAM
Since April 1994, the Company has repurchased more than 1.7 million
shares of its common stock under its stock repurchase programs that provides
for the repurchase of up to 3.1 million shares (including an additional
1 million shares authorized by the Centex Board during July, 1994). Depending
on market conditions, the Company will continue to repurchase shares under this
authorization and the Centex Board may authorize additional stock repurchases
in the future.
- 10 -
<PAGE> 14
CENTEX CORPORATION
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 June 30, 1994.
All other items required under Part II are omitted because they are not
applicable.
- 11 -
<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
August 11, 1994 /s/ DAVID W. QUINN
---------------------------------------
David W. Quinn
Executive Vice President and
Chief Financial Officer
(principal financial officer)
August 11, 1994 /s/ MICHAEL S. ALBRIGHT
Michael S. Albright
---------------------------------------
Vice President - Finance and Controller
(chief accounting officer)
- 12 -
<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.
- 13 -
<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 June 30,
-------------------------------------------------------------------------------------------
1994 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>
Revenues $ 3,105 $ 2,977 $ 336 $ 1,928 $ 1,832 $ 134
Costs and Expenses 3,242 3,128 322 2,192 2,067 163
-------- ------------- ------------ -------- ------------- ------------
Earnings (Loss) Before Income
Taxes (137) (151) 14 (264) (235) (29)
Income Taxes - - - - - -
-------- ------------- ------------ -------- ------------- ------------
NET EARNINGS (LOSS) $ (137) $ (151) $ 14 $ (264) $ (235) $ (29)
======== ============= ============ ======== ============= ============
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ (151) $ 14 $ (235) $ (29)
============= ============ ============= ============
</TABLE>
See notes to condensed combining financial statements.
-14-
<PAGE> 18
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEET
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 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
-------- ------------- ------------ -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 1,006 $ 1,004 $ 2 $ 101 $ 101 $ -
Accounts Receivable 151 601 151 238 873 133
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 1,060 1,060 - 1,151 1,151 -
Investment in Affiliate - - 767 - - 767
Projects Held for Development
and Sale -
Forster Ranch 50,672 50,672 - 49,199 49,199 -
Other 67,682 67,682 - 69,703 69,703 -
-------- -------- ------ -------- -------- ------
$128,271 $121,019 $8,620 $128,092 $121,027 $8,600
======== ======== ====== ======== ======== ======
LIABILITIES, STOCKHOLDERS' EQUITY
AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 3,423 $ 3,141 $ 883 $ 3,263 $ 3,154 $ 877
Notes Payable -
Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600
Forster Ranch 50,672 50,672 - 49,199 49,199 -
Other 3,645 3,645 - 4,950 4,950 -
Land Sale Deposits 129 129 - 141 141 -
-------- -------- ------ -------- -------- ------
Total Liabilities 65,469 57,587 8,483 65,153 57,444 8,477
Stockholders' Equity and
Partners' Capital 62,802 63,432 137 62,939 63,583 123
-------- -------- ------ -------- -------- ------
$128,271 $121,019 $8,620 $128,092 $121,027 $8,600
======== ======== ====== ======== ======== ======
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-15-
<PAGE> 19
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended June 30,
-------------------------------------------------------------------------------
1994 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>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings (Loss) $ (137) $ (151) $ 14 $ (264) $ (235) $ (29)
Net Change in Payables, Accruals,
Deposits and Receivables 235 247 (12) 244 213 31
Decrease in Notes Receivable 91 91 - 30 30 -
Decrease (Increase) in Projects Held
for Development and Sale 548 548 - (415) (415) -
-------- --------- --------- --------- -------- ---------
737 735 2 (405) (407) 2
-------- --------- --------- --------- -------- ---------
CASH FLOWS - FINANCING ACTIVITIES
Increase (Decrease) in Notes Payable 168 168 - (177) (177) -
-------- --------- --------- --------- -------- ---------
168 168 - (177) (177) -
-------- --------- --------- --------- -------- ---------
NET INCREASE (DECREASE) IN CASH 905 903 2 (582) (584) 2
CASH AT BEGINNING OF YEAR 101 101 - 1,252 1,252 -
-------- --------- --------- --------- -------- ---------
CASH AT END OF PERIOD $ 1,006 $ 1,004 $ 2 $ 670 $ 668 $ 2
======== ========= ========= ========= ======== =========
</TABLE>
See notes to condensed combining financial statements.
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<PAGE> 20
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
JUNE 30, 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 $2,524,000 and $1,716,000 for the three months ended
June 30, 1994 and 1993, respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 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
-------- -------- ------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1994 $ 62,939 $ 500 $ 767 $ 62,316 $ 1 $ 800 $ (678)
Net Loss (137) - - (151) - - 14
--------- -------- -------- -------- --------- ---------- --------
BALANCE AT JUNE 30, 1994 $ 62,802 $ 500 $ 767 $ 62,165 $ 1 $ 800 $ (664)
========= ======== ======== ======== ========= ========== ========
</TABLE>
(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.
- 17 -
<PAGE> 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
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 quarter ended June 30, 1994, the combined entities had
revenues of $3,105,000 and a loss of $137,000. The revenues for the three
months included proceeds from the sale of commercial property in California and
residential property in Florida and New Jersey. 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.
- 18 -
<PAGE> 22
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 June 30, 1994.
All other items required under Part II are omitted because they are not
applicable.
- 19 -
<PAGE> 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 11, 1994 /s/ ROGER SEFZIK
-------------------------------------------------
Roger Sefzik
Vice President and Treasurer
(chief accounting officer and authorized officer)
- 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.
CENTEX DEVELOPMENT COMPANY, L.P.
-------------------------------------------------
Registrant
By: 3333 Development Corporation,
General Partner
August 11, 1994 /s/ ROGER SEFZIK
Roger Sefzik
Vice President and Treasurer
-------------------------------------------------
(chief accounting officer and authorized officer)
- 21 -
