<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-K/A
-----------------
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 11, 1995
(September 27, 1995)
Commission File No. 1-6776
CENTEX CORPORATION
---------------------------------------------
(Exact name of registrant as specified in its
charter)
NEVADA
------------------------
(State of incorporation)
75-0778259
------------------------------------
(I.R.S. Employer Identification No.)
3333 LEE PARKWAY, SUITE 1200, DALLAS,
TEXAS 75219
----------------------------------------
(Address of principal executive offices)
(214) 559-6500
-------------------------------
(Registrant's telephone number)
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<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 27, 1995, Centex International, Inc., a Nevada
corporation ("Centex International"), a wholly owned subsidiary of Centex
Corporation, a Nevada corporation ("Centex"), completed the acquisition of
equity securities of Vista Properties, Inc., a Nevada corporation ("Vista"), in
accordance with the terms of a Second Amended and Restated Securities Purchase
Agreement, as amended, among Centex International, Vista, and the other parties
named therein. Upon the consummation of the acquisition, Centex International
owned a majority of the equity securities of Vista. At the time of the
acquisition, Vista, through its wholly owned subsidiaries and through Vista
Partners, its wholly owned partnership, owned approximately 3,400 acres of land
in seven states. The land is zoned, planned or developed for single- and
multi-family residential, office and industrial, and retail and commercial
uses. Unless the context requires otherwise, the term "Vista" as used herein
shall mean Vista Properties, its subsidiaries, and Vista Partners.
The equity interests were acquired for a net investment of
approximately $85 million by Centex International which, when combined with
approximately $30 million of Vista's cash balances, resulted in distributions
of approximately $115 million to Vista's former equity and debt holders. Centex
International received shares of Vista's Common Stock, Series A Preferred
Stock, and Series B Preferred Stock which were issued by Vista as a part of a
"prepackaged" Chapter 11 bankruptcy filed by Vista on August 17, 1995.
To fund the payment of the purchase price, Centex, on behalf of Centex
International, used funds provided by (i) the issuance of Centex's commercial
paper and (ii) short-term bank borrowings under existing unsecured credit
facilities from a combination of the following commercial banks: Bank of
America, National Westminster Bank, Societe General, Sumitomo Bank, and Texas
Commerce Bank.
In arriving at the purchase price paid by Centex International for the
equity interests in Vista, Centex International calculated a range of values
for Vista's assets after a substantial due diligence review of the assets by
Centex personnel. After arm's-length negotiations, Centex International,
Vista, and certain of Vista's subsidiaries entered into a definitive purchase
agreement, subject to certain overbid procedures. Centex International
subsequently increased its bid in response to bids and expressions of interest
by a competing acquirer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The consolidated financial statements of Vista
Properties, Inc. required to be filed pursuant to this Item
7(a) of Form 8-K are contained on pages 4 through 25 of
this Report.
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<PAGE> 3
(b) Pro Forma Financial Information.
The pro forma financial information required
to be filed pursuant to this Item 7(b) of Form 8-K are
contained on pages 26 through 29 of this Report.
(c) Exhibits.
The Exhibits required to be filed with this Report
are identified on the Index to Exhibits found on page 31 of
this Report.
3
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ITEM 7(a) FINANCIAL STATEMENTS AND AUDITORS' REPORT
VISTA PROPERTIES, INC.
JUNE 30, 1995
4
<PAGE> 5
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Audited Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors . . . . . . . . . . . . . 6
Consolidated Balance Sheets as of June 30, 1995 and 1994 . . . . . . . . . . 7
Consolidated Statements of Operations for the Years Ended
June 30, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . 8
Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended June 30, 1995, 1994 and 1993 . . . . . . . . . . 9
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . 10
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . 11
</TABLE>
5
<PAGE> 6
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors
Vista Properties, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Vista
Properties, Inc. and subsidiaries as of June 30, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for each of the three years in the period ended June 30, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As more fully described in Note 1, the Company filed a "pre-packaged" joint
plan of reorganization on August 17, 1995. On September 19, 1995, the
Bankruptcy Court confirmed the Company's plan of reorganization, which was
consummated on September 27, 1995, permitting a restructuring of the Company's
debt and equity capitalization in conjunction with the sale of equity interests
to Centex International, Inc. No adjustments were made to the accompanying
historical financial statements to give effect to the reorganization and
restructuring; however, the pro forma effect of the reorganization and
restructuring on the balance sheet at June 30, 1995 and the consolidated
statements of operations for the years ended June 30, 1995 and 1994 is
presented in Note 12.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Vista Properties,
Inc. and subsidiaries at June 30, 1995 and 1994, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended June 30, 1995, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
September 27, 1995
Dallas, Texas
6
<PAGE> 7
VISTA PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
<TABLE>
<CAPTION>
June 30,
-----------------------------
1995 1994
----------- -----------
<S> <C> <C>
Assets
Cash and cash equivalents (Note 6) $ 32,121 $ 14,963
Receivables (Notes 4 and 6) 2,046 1,744
Real estate investments (net of allowance for losses of
$46,291 and $59,325 at June 30, 1995 and 1994,
respectively) (Notes 5 and 6) 68,815 98,420
Other assets 1,240 1,354
----------- -----------
Total assets $ 104,222 $ 116,481
=========== ===========
Liabilities and Stockholders' Equity (Deficit)
Liabilities:
Senior secured notes payable (Note 6) $ 206,876 $ 181,134
Accrued interest on senior secured notes payable 4,741 4,151
Accounts payable and other accrued liabilities (Note 9) 6,710 6,689
----------- -----------
Total liabilities 218,327 191,974
----------- -----------
Commitments and contingent liabilities (Note 9)
Stockholders' equity (deficit) (Note 7):
Common stock, $1 par value:
Authorized shares - 10,000
Issued and outstanding shares - 5,000 5,000 5,000
Paid-in capital 61,419 61,419
Retained earnings (deficit) (180,524) (141,912)
----------- -----------
Total stockholders' equity (deficit) (114,105) (75,493)
----------- -----------
Total liabilities and stockholders' equity (deficit) $ 104,222 $ 116,481
=========== ===========
</TABLE>
See accompanying notes.
7
<PAGE> 8
VISTA PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
For the Years Ended June 30,
----------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Gross sales of real estate $ 42,725 $ 10,428 $ 13,437
Cost of sales 37,948 9,231 12,256
---------- ---------- ----------
Gain on sales of real estate 4,777 1,197 1,181
Interest income 1,355 644 935
Other income 660 513 1,179
---------- ---------- ----------
6,792 2,354 3,295
---------- ---------- ----------
Expenses:
Interest 26,351 23,074 20,204
Real estate taxes 5,730 5,775 5,189
General and administrative 6,902 6,658 7,846
Restructuring expense 3,499 2,306 446
Provision for loss contingencies (Note 9) 2,850 - -
Depreciation and amortization 72 70 384
Provision for losses on real estate
investments (Note 3) - 58,117 1,722
---------- ---------- ----------
45,404 96,000 35,791
---------- ---------- ----------
Net loss $ (38,612) $ (93,646) $ (32,496)
========== ========== ==========
Net loss per share $ (7.72) $ (18.73) $ (6.50)
========== ========== ==========
</TABLE>
See accompanying notes.
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<PAGE> 9
VISTA PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Retained
Shares Par Paid-In Earnings
Outstanding Value Capital (Deficit) Total
----------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1992 5,000 $ 5,000 $ 61,419 $ (15,770) $ 50,649
Net loss - - - (32,496) (32,496)
----------- -------- -------- ----------- ------------
Balance at June 30, 1993 5,000 5,000 61,419 (48,266) 18,153
Net loss - - - (93,646) (93,646)
----------- -------- -------- ----------- ------------
Balance at June 30, 1994 5,000 5,000 61,419 (141,912) (75,493)
Net loss - - - (38,612) (38,612)
----------- -------- -------- ----------- ------------
Balance at June 30, 1995 5,000 $ 5,000 $ 61,419 $ (180,524) $ (114,105)
=========== ======== ======== =========== ============
</TABLE>
See accompanying notes.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Years Ended June 30,
---------------------------------------
1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
Operating Activities
Net loss $ (38,612) $ (93,646) $ (32,496)
Non-cash items included in
the determination of net loss:
Interest paid or payable in kind 26,332 23,034 20,186
Provision for loss contingencies 2,850 - -
Depreciation and amortization 72 70 384
Provision for losses on real estate investments - 58,117 1,722
Net changes in receivables, other assets, accounts
payable and other accrued liabilities (2,637) 97 105
Gains from investing activities (4,777) (1,197) (1,181)
---------- --------- ---------
Net cash used in operating activities (16,772) (13,525) (11,280)
---------- --------- ---------
Investing Activities
Sales of real estate investments 37,462 8,696 12,191
Improvements to real estate investments,
net of reimbursements (3,519) (45) (151)
Principal collections on mortgage
notes receivable 10 1,133 1,094
Net change in other assets (23) (375) (130)
---------- --------- ---------
Net cash provided by investing activities 33,930 9,409 13,004
---------- --------- ---------
Net increase (decrease) in cash and cash equivalents 17,158 (4,116) 1,724
Cash and cash equivalents at beginning of year 14,963 19,079 17,355
---------- --------- ---------
Cash and cash equivalents at end of year $ 32,121 $ 14,963 $ 19,079
========== ========= =========
</TABLE>
See accompanying notes.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
1. DESCRIPTION OF BUSINESS AND REORGANIZATION
The consolidated financial statements of Vista Properties, Inc. and
subsidiaries include the operations of Vista Properties, Inc. ("Vista" or the
"Company"), Vista Mortgage & Realty, Inc. ("Vista Mortgage"), Panoramic Land,
Inc. ("Panoramic Land"), Panorama Development Corp. ("Panorama"), Braewood
Development Corp. ("Braewood"), Beauty Built Homes, Inc. ("Beauty Built") and
Vista Partners (collectively, the "Vista Companies"). The Company owns all of
the issued and outstanding capital stock of Braewood, Panorama, Panoramic Land,
and Vista Mortgage. Braewood owns all of the issued and outstanding capital
stock of Beauty Built. The partnership interests in Vista Partners are owned
56% by Vista Mortgage, 29% by Braewood and 15% by Panoramic Land.
Substantially all of the Vista Companies' real estate properties are held by
Vista Partners. Beauty Built and Panorama are inactive corporations, and the
other Vista Companies are holding companies for the partnership interests in
Vista Partners and have no material operations other than those conducted
through Vista Partners.
Historically, the Company has been primarily engaged in land development that
included: (i) acquiring raw land in major metropolitan areas; (ii) obtaining
entitlements for land development; (iii) contracting for the installation of
utilities, drainage, and streets; and (iv) selling such subdivided and
developed land parcels to builders, user companies, or investors. However,
subsequent to the Company's emergence from bankruptcy under chapter 11 of the
Bankruptcy Code pursuant to a Second Amended Plan of Reorganization on January
31, 1992 (the "1992 Bankruptcy Plan") and in accordance with the indenture (the
"Vista Indenture") governing the Company's 13 3/4% senior secured notes due
2001 (the "Vista Notes") and the Company's charter, the Company's principal
business activities have been limited to the liquidation of the real estate
projects and the management, maintenance and development of such projects
pending liquidation (see Notes 6 and 7). As of June 30, 1995, the Vista
Companies owned a portfolio of 31 projects in seven states, consisting of
partially and fully developed land aggregating approximately 3,500 saleable
acres.
Based on the belief that, absent a significant continued improvement in the
real estate markets in which the Vista Companies' properties are located, there
was a substantial likelihood that Vista would not be able to satisfy its
payment obligations under the Vista Notes, the Board of Directors began
considering various restructuring and reorganization alternatives as early as
1993.
On August 17, 1995 the Vista Companies filed a "pre-packaged" joint plan of
reorganization (the "Plan") under chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). Prior to filing the Plan, holders of both the Company's common stock
and the Vista Notes had voted overwhelmingly to accept the Plan.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Plan provides, among other things, for a restructuring of the Company's
debt and equity capitalization in conjunction with the sale of equity interests
to Centex International, Inc. ("Centex") pursuant to a Securities Purchase
Agreement dated as of December 18, 1994, as amended and restated. On September
19, 1995, the Bankruptcy Court approved and confirmed the Plan. On September
27, 1995 (the Effective Date of the Plan), Vista and Centex consummated the
transactions contemplated by the Securities Purchase Agreement and the Plan.
Pursuant to the Plan, holders of Vista's common stock, par value $1.00 per
share (the "Existing Common Stock") received aggregate consideration of
approximately $13.02 million and the holders of the Vista Notes received cash
of $101.98 million, and the Existing Common Stock and the Vista Notes were
cancelled. As a result, holders of the Vista Notes as of the Effective Date
received a cash distribution of approximately $49.32 for each $100 in principal
amount of Vista Notes, and holders of the Existing Common Stock on the
Effective Date (other than five designated holders of Existing Common Stock
(the "Agreeing Holders")) received, for each share of Existing Common Stock
held on the Effective Date, approximately $2.60 in cash. The Agreeing Holders
received approximately $1.30 in cash plus approximately 0.00124 nondetachable
units (the "New Stock Units") issued by the Company as reorganized pursuant to
the Plan ("Reorganized Vista"). Each New Stock Unit consists of one share of
new Class A Common Stock, par value $.01 per share, of Reorganized Vista and
one share of new Series A Preferred Stock, par value $.01 per share, of
Reorganized Vista. On the Effective Date, pursuant to the Plan, the Company
issued and sold to Centex a number of New Stock Units equal to 98% of the total
number of New Stock Units issued to the Agreeing Holders. Accordingly, Centex
received 49.5% of the voting securities of Reorganized Vista. In addition,
Centex received Series B Preferred Stock of Reorganized Vista. As a result of
Centex's ownership of Existing Common Stock as an Agreeing Holder, upon
consummation of the Plan, Centex owned approximately 53% of the voting
securities of Reorganized Vista. Additional information relating to the Plan
is available in the Disclosure and Solicitation Statement filed pursuant to
Regulation 14A of the Securities Exchange Act of 1934 and materials filed with
the Bankruptcy Court. See Note 12 for disclosure of the pro forma effect of
the Plan on the Company's balance sheet at June 30, 1995 and the Company's
results of operations for each of the years ended June 30, 1995 and 1994.
Pursuant to the Plan, on the Effective Date, the Company's Articles of
Incorporation (the "Vista Charter") were amended in order, among other things,
to (i) remove certain restrictions so that the Company would be authorized to
engage in any lawful act or activity permitted by Nevada law and (ii) authorize
the classes and series of capital stock of Reorganized Vista issued pursuant to
the Plan.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Vista Properties,
Inc. and its subsidiaries. Significant intercompany balances and transactions
have been eliminated.
BASIS OF PRESENTATION
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern, which
principles, except as otherwise disclosed, assume that assets will be realized
and liabilities will be discharged in the normal course of business.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and investments with original
maturities of three months or less.
Under the terms of the Vista Indenture and the security agreement relating to
the Vista Notes, approximately $29.3 million of the Vista Companies' cash and
cash equivalents were held in a collateral account maintained by the trustee
for the Vista Notes (see Note 6) and, prior to the filing of the Plan could be
withdrawn from time to time, provided (i) the Company delivered an officer's
certificate to the trustee requesting the withdrawal of a specified amount and
certifying that the conditions of the Vista Indenture had been met, (ii) at the
time and after giving effect to such withdrawal, no event of default (except a
default described in a notice to the trustee) had occurred and was continuing,
and (iii) the Company delivered an opinion of counsel and any other required
opinions to the trustee.
The fair value of cash and cash equivalents approximates book value since they
represent demand deposits or short-term investments in highly-rated government
securities or commercial paper.
REAL ESTATE INVESTMENTS
Real estate investments are carried at the lower of cost or net realizable
value. Cost equals the reorganization value established through the 1992
Bankruptcy Plan as reduced by the book basis of property sold subsequent to the
Company's emergence from the 1992 bankruptcy. Net realizable value is computed
as the estimated selling price achieved over time less estimated costs of
completion, holding, and disposal. To estimate the sales and costs over time,
management prepares a strategic project plan for each property that outlines
the Company's
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
current strategy in marketing and selling that property. The Company's real
estate investments are land parcels, and the time frame for full liquidation of
the portfolio in the ordinary course of business is estimated to extend to the
year 2006. A long-term time frame is considered necessary to obtain the
highest value for certain land parcels as a result of related market
conditions. The mandate to hold those properties with potential for
appreciation in value is provided by the Vista Charter and the Vista Indenture.
Subsequent to emergence from the 1992 bankruptcy and prior to June 30, 1994,
the net realizable value of the real estate investments was determined based on
the net cash flows which could be generated in the ordinary course of business
over a long-term selling period. The net cash proceeds resulting from each
strategic project plan represented estimated net realizable value of the
related project. However, as of June 30, 1994, given (i) the substantial
likelihood that the Company would not be able to satisfy its payment
obligations with respect to the Vista Notes in October 1996, the earliest date
on which the Company would be required to reduce the outstanding principal
balance of the Vista Notes below a certain level as defined by the Vista
Indenture (see Note 6) and (ii) the fact that an agreement had not been reached
with the holders of the Vista Notes to restructure the Company, the time frame
for full liquidation of the portfolio used in determining net realizable value
was shortened to the last quarter of calendar 1996.
While management believes that the calculated net realizable value is
reasonably estimated at June 30, 1995 based on the time frame discussed above,
information which was used to develop the estimates is susceptible to
significant changes as market conditions and other factors change. Neither
cost nor net realizable value necessarily represent fair market value. Fair
market value is defined as cash (or cash equivalent value of other
consideration) that a real estate parcel would yield in a current sale between
a willing buyer and a willing seller (other than in a forced or liquidation
sale) as of June 30, 1995.
Substantially all of Vista's real estate properties are held by Vista Partners.
All properties are owned in fee simple, with the exception of the Stockbridge
property in Atlanta, Georgia, which is held in a partnership in which Vista has
a limited partnership interest. Certain of the Company's projects are subject
to sales proceeds agreements under which third parties are entitled to a
percentage of the net sales proceeds of the specific project as defined in the
related sales proceeds agreement. Any estimated payments due to third parties
are deducted from estimated sales proceeds in determining net realizable value.
Additionally, the Company subsidizes certain utility district obligations to
the extent special district tax revenues are not sufficient to cover such
obligations. Estimated subsidy payments are deducted from estimated sales
proceeds in determining net realizable value. Annual subsidy costs are reported
as real estate tax expense.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NET LOSS PER SHARE
Net loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding.
INCOME TAXES
The Company accounts for income taxes under the liability method specified by
Statement of Financial Accounting Standards ("SFAS") No. 109. Under SFAS No.
109, deferred income taxes are determined based on the difference between the
financial reporting and tax bases of assets and liabilities and enacted tax
rates that will be in effect for the years in which the differences are
expected to reverse.
3. PROVISION FOR LOSSES
During the year ended June 30, 1993, a provision of $1,722,000 was required to
reduce the book value of certain real estate investments to net realizable
value. As further discussed in Note 2, at June 30, 1994, the time frame for
liquidation used to determine the net realizable value of real estate
investments was reduced from a long-term period to the last quarter of calendar
1996. The reduction in liquidation period reflected the substantial likelihood
that the Company would not be able to satisfy its payment obligations under the
Vista Notes which required a mandatory principal payment on October 31, 1996.
Therefore, primarily as a result of the shortening of the time frame assumed
for full liquidation, in the fourth quarter of the 1994 fiscal year, a
provision for loss equal to $55.4 million was recorded, resulting in a total
provision for the year ended June 30, 1994 of $58.1 million. No provision to
reduce carrying value to net realizable value was necessary as of June 30,
1995. Management's estimates are based on currently available market
information and are susceptible to significant changes as market conditions and
other factors change.
The calculation of net realizable value includes providing for costs of holding
the properties, including real estate taxes.
15
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Activity in the allowance account for real estate investments was as follows
(in thousands):
<TABLE>
<CAPTION>
Year ended June 30,
--------------------------------------------------
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Balance at beginning of year $59,325 $ 1,722 $ -
Provision for losses on sale of real
estate investments - 58,117 1,722
Reductions in allowance resulting
from sales of real estate
investments (13,034) (514) -
------- ------- -------
Balance at end of year $46,291 $59,325 $ 1,722
======= ======= =======
</TABLE>
4. RECEIVABLES
Receivables consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30,
--------------------------------------
1995 1994
-------- --------
<S> <C> <C>
Mortgage notes $ 1,867 $ 207
Accrued interest receivable 22 4
Other accounts receivable 157 1,533
-------- --------
$ 2,046 $ 1,744
======== ========
</TABLE>
Mortgage notes, which originate from sales of real estate, are secured by the
underlying real estate. As of June 30, 1995 and 1994, all mortgage notes were
earning. The average interest rate on the mortgage notes was 10.82% and 10.25%
at June 30, 1995 and 1994, respectively.
During 1994 the Company took the deed in lieu of foreclosure on land which
collateralized a mortgage note with a principal balance of approximately
$373,000. The fair value of the underlying collateral was recorded as a real
estate investment.
Included in other accounts receivable at June 30, 1994 is approximately
$1,110,000 in sales proceeds receivable which arose from a sale of a real
estate project on June 30, 1994. Proceeds from the sale were received on July
1, 1994.
Real estate investments securing the Company's mortgage notes receivable at
June 30, 1995 and 1994 were located in Texas.
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. REAL ESTATE INVESTMENTS
A progression of the net book value of real estate investments is as follows
(in thousands):
<TABLE>
<CAPTION>
Year ended June 30,
----------------------------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Gross book value at beginning of year $157,745 $166,510 $177,786
Additions:
Improvements, net of
reimbursements 3,640 45 151
Foreclosures - 322 -
Deletions:
Sales (46,279) (9,132) (11,427)
-------- -------- --------
Gross book value at end of year 115,106 157,745 166,510
Allowance for losses (46,291) (59,325) (1,722)
-------- -------- --------
Net book value at end of year $ 68,815 $ 98,420 $164,788
======== ======== ========
</TABLE>
Real estate investments are located in the following states (in thousands):
<TABLE>
<CAPTION>
June 30, 1995 June 30, 1994
------------- -------------
Net Book Net Book
Value Percent Value Percent
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Texas $44,634 65% $62,946 64%
Florida 7,546 11% 10,853 11%
Georgia 3,296 4% 6,138 6%
California 8,171 12% 11,703 12%
Other 5,168 8% 6,780 7%
------- ----- ------- ------
$68,815 100% $98,420 100%
======= ==== ======= ====
</TABLE>
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. SENIOR SECURED NOTES PAYABLE
As of June 30, 1995, the 13 3/4% senior secured notes due 2001 (the "Vista
Notes") had an outstanding balance of $206,876,000. The June 30, 1995
outstanding balance represented $130,000,000 original face amount of Vista
Notes and $76,876,000 of additional Vista Notes issued in lieu of payment in
cash for interest. Interest was payable semiannually on April 30 and October
31 of each year. At the Company's option, in lieu of payment in cash, interest
could be paid in the form of additional Vista Notes. As of June 30, 1995, the
Vista Notes were secured by cash, real estate investments, and notes
receivable.
17
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VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As discussed in Note 1, on September 27, 1995, the Vista Notes were cancelled
upon consummation of the Plan and the Vista Indenture ceased to be in effect.
The Vista Indenture provided for redemption of the Vista Notes at any time
prior to maturity at 100% of principal amount plus accrued interest. Prior to
filing of the Plan on August 17, 1995, the Notes were also subject to mandatory
redemption at 100% of the face amount plus accrued interest to the extent that
cash exceeded $25 million on October 11 and April 10 of each year through
maturity.
While in effect, the Vista Indenture restricted the Company's business
activities to the liquidation of its real estate investments. In addition, the
Company could not incur real estate development expenses on the completion of
its existing projects in excess of $30 million plus an inflation factor
adjustment. The Company was prohibited by the terms of the Vista Indenture
from paying any cash dividends on its common stock so long as any of the Vista
Notes were outstanding. The Vista Indenture required that the outstanding
balance of Vista Notes be reduced to the following amounts on the dates
specified:
October 31, 1996 $192.5 million
October 31, 1997 $180.0 million
October 31, 1998 $150.0 million
October 31, 1999 $ 75.0 million
October 31, 2000 $ 15.0 million
7. STOCKHOLDERS' EQUITY
As of June 30, 1995, there were 4,050,000 shares of Class A common stock of
Vista, par value $1.00 per share, and 950,000 shares of Class B common stock of
Vista, par value $1.00 per share, authorized, issued and outstanding. The total
number of authorized shares of the Company's common stock was 10,000,000, of
which 9,050,000 shares were designated as class A common stock, par value $1.00
per share, and 950,000 shares were designated as class B common stock, par
value $1.00 per share.
The rights and preferences of the Class A common stock and the Class B common
stock were identical, except that the holders of a majority of the Class B
common stock had the right to elect two directors at each election of the
Board. Except as specified in the previous sentence and except as may be
otherwise required by applicable law, holders of the Class A and Class B common
stock voted together as a single class and were each entitled to one vote per
share on any matter submitted to a vote of the Company's stockholders. Pursuant
to the 1992 Bankruptcy Plan, 950,000 shares of Class B common stock and
4,050,000 shares of Class A
18
<PAGE> 19
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
common stock of Vista were issued to Lomas Financial Corporation ("Lomas").
The 4,050,000 shares of Class A common stock were then distributed by Lomas to
certain of the equity holders of Lomas as set forth in the 1992 Bankruptcy
Plan. Any shares of Class B common stock transferred by Lomas to any person who
was not an affiliate of Lomas would have been automatically converted into
Class A common stock.
In connection with the 1992 Bankruptcy Plan, the Company's charter was amended
to provide that, among other things: (i) business activities were restricted
to liquidation of real estate investments and (ii) directors were divided into
four classes to be elected annually as follows: (a) two directors by the
holders of the Vista Notes, as long as any Vista Notes remained outstanding,
(b) two directors by the holders of class A common stock, (c) two directors by
Lomas as long as Lomas held any shares of class B common stock, and (d) one
director by the holders of the Notes and either the holders of the class A
common stock or the class B common stock, with such director to serve as the
Chairman of the Board and Chief Executive Officer of the Company.
The shares of Existing Common Stock had no preemptive or other subscription
rights and there were no conversion rights or redemption or sinking fund
provisions with respect to such shares. All of the outstanding shares of
Existing Common Stock were fully paid and nonassessable. The Vista Charter
prohibited the issuance of any nonvoting equity securities to the extent
required pursuant to section 1123(a)(6) of the Bankruptcy Code. The Vista
Indenture prohibited the payment of dividends by Vista as long as any Vista
Notes remained outstanding.
As a result of provisions of the 1992 Bankruptcy Plan and the Vista Charter,
the transfer of the Company's Existing Common Stock was, through September 27,
1995, restricted under certain circumstances. Upon consummation of the Plan,
the Plan provided for cancellation of the Existing Common Stock and issuance of
new equity securities of Reorganized Vista, including new Class A Common Stock,
par value $.01 per share, that has certain transfer restrictions.
The Company had entered into Stock Appreciation Right Agreements with certain
executive officers pursuant to which the Company had granted 470,250 stock
appreciation rights ("SARs"). The SARs provided a vesting period based on
passage of time, a minimum balance of stockholders' equity, and repayment of
the Vista Notes and included acceleration of vesting in certain circumstances.
Each SAR, upon vesting, gave the recipient the right to receive cash equal to
the amount by which the fair market value of a share of class A common stock at
such time exceeded $1.00. The number of SARs granted to a recipient would have
automatically been adjusted upon the occurrence of certain corporate events.
None of the SARs granted had vested; and, therefore, none were exercised during
the fiscal years ended June 30, 1995 and 1994.
19
<PAGE> 20
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Under the terms of a management settlement agreement consummated on September
27, 1995 pursuant to the Plan, the Stock Appreciation Right Agreements and
related SAR's were terminated. Furthermore, as a result of consummation of the
Plan on September 27, 1995, Vista's capital structure was reorganized as
discussed in Note 1.
8. FEDERAL INCOME TAXES
The Vista Companies file a consolidated federal income tax return.
Deferred tax assets (deductible temporary differences) consisted of the
following (in thousands):
<TABLE>
<CAPTION>
June 30, June 30,
1995 1994
--------------- ------------
<S> <C> <C>
Net operating loss carry forward $ 110,290 $ 67,845
Tax basis in excess of book basis -
real property ($304,354) 103,480 143,785
Deferred expense - payment in kind interest 26,259 17,299
--------------- ------------
Total deferred tax assets
before valuation allowance 240,029 228,929
Valuation allowance (240,029) (228,929)
--------------- ------------
Total net deferred tax assets $ 0 $ 0
=============== ============
</TABLE>
The Company had a consolidated tax net operating loss carryforward at June 30,
1995, totaling approximately $324,383,000. Of this total, $81,297,000 arose
prior to the Company's emergence from bankruptcy under the 1992 Bankruptcy
Plan. These carryforwards expire in the years through 2010.
9. COMMITMENTS AND CONTINGENT LIABILITIES
As a result of certain pending legal matters, Vista has recorded a provision
for loss contingencies in an aggregate amount of $2,850,000. In management's
opinion, based on information available, the resolution of all pending legal
matters will not likely have a material adverse effect on the financial
statements of the Company.
Outstanding guarantees and other commitments at June 30, 1995 were
approximately $1,600,000 and included letters of credit, cash bonds and
performance guarantees issued by the Company principally in connection with its
real estate operations.
20
<PAGE> 21
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In connection with preparation of the 1992 Bankruptcy Plan, a Phase I
environmental audit was completed on substantially all real estate investments.
Management is not aware of any environmental liabilities which would have a
material adverse effect on the financial statements of the Company.
Future minimum lease commitments for office space are as follows (in
thousands):
1996 $115
1997 116
1998 19
----
Total minimum lease payments $250
====
10. PENSION PLAN
During fiscal 1993 the Company adopted an employee savings plan which qualifies
under section 401(k) of the Internal Revenue Code. All employees who have
completed six months of service are eligible to participate in the plan. The
Company matches a minimum of 50% of employee contributions up to 6% of the
employee's eligible compensation. Company contributions expensed for each of
the fiscal years ended June 30, 1995, 1994 and 1993 totaled $50,000.
The Company has adopted a Directors' Retirement Plan pursuant to which
nonemployee directors of the Company received an annual retirement benefit for
life equal to 20% of the annual retainer for directors in effect upon
termination of service, multiplied by the number of years of service, up to
five, subject to an inflation adjustment and to a maximum benefit. Under such
plan, retirement benefits were funded through the purchase of an annuity in the
name of the director. For the fiscal years ended June 30, 1995, 1994 and 1993,
approximately $279,000, $290,000 and $227,000, respectively, was expensed for
these benefits.
21
<PAGE> 22
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. SUPPLEMENTAL CASH FLOW INFORMATION
Additional cash and noncash information not presented elsewhere in the
consolidated financial statements is as follows (in thousands):
<TABLE>
<CAPTION>
Year ended June 30,
---------------------------------------------------
1995 1994 1993
-------- ------- --------
<S> <C> <C> <C>
Interest paid $ 19 $ 40 $ 18
Noncash:
Transfers from receivables
to real estate investments - $ 322 -
Mortgage notes received
from sale of real estate
investments $ 1,670 - $ 417
Sales proceeds receivable
from sale of real estate
investments - $ 1,119 -
</TABLE>
12. SUBSEQUENT EVENT
As discussed in Note 1, the Plan was consummated on September 27, 1995,
resulting in, among other things, a reorganization of Vista's capital
structure.
The unaudited pro forma consolidated balance sheet set forth on page 23 has
been prepared as if the Plan had been consummated on June 30, 1995. The pro
forma consolidated statements of operations set forth on page 25 have been
prepared as if the consummation of the Plan had occurred on July 1, 1993. Upon
consummation of the Plan, Vista's consolidated financial statements will
continue to be accounted for on a historical basis. "Fresh start" reporting
has not been applied in the pro forma statements, since upon consummation of
the Plan, no change in control will occur as defined by the American Institute
of Certified Public Accountants Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code."
22
<PAGE> 23
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. SUPPLEMENTAL CASH FLOW INFORMATION
Additional cash and noncash information not presented elsewhere in the
consolidated financial statements is as follows (in thousands):
<TABLE>
<CAPTION>
Year ended June 30,
---------------------------------------------------
1995 1994 1993
-------- ------- --------
<S> <C> <C> <C>
Interest paid $ 19 $ 40 $ 18
Noncash:
Transfers from receivables
to real estate investments - $ 322 -
Mortgage notes received
from sale of real estate
investments $ 1,670 - $ 417
Sales proceeds receivable
from sale of real estate
investments - $ 1,119 -
</TABLE>
12. SUBSEQUENT EVENT
As discussed in Note 1, the Plan was consummated on September 27, 1995,
resulting in, among other things, a reorganization of Vista's capital
structure.
The unaudited pro forma consolidated balance sheet set forth on page 23 has
been prepared as if the Plan had been consummated on June 30, 1995. The pro
forma consolidated statements of operations set forth on page 25 have been
prepared as if the consummation of the Plan had occurred on July 1, 1993. Upon
consummation of the Plan, Vista's consolidated financial statements will
continue to be accounted for on a historical basis. "Fresh start" reporting
has not been applied in the pro forma statements, since upon consummation of
the Plan, no change in control will occur as defined by the American Institute
of Certified Public Accountants Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code."
23
<PAGE> 24
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
June 30, 1995
---------------------------------------------
As Pro Forma Pro Forma
Reported Adjustments Balance
----------- ----------- ----------
*
(in thousands, except shares and par value)
<S> <C> <C> <C>
Assets
Cash and cash equivalents $ 32,121 $ (27,121)(1) $ 5,000
Receivables - net 2,046 - 2,046
Real estate investments - net 68,815 - 68,815
Other assets 1,240 (200)(2) 1,040
----------- ----------- ----------
Total assets $ 104,222 $ (27,321) $ 76,901
=========== =========== ==========
Liabilities and Stockholders' Equity (Deficit)
Liabilities:
Senior secured notes payable $ 206,876 $ (206,876)(3) $ -
Accrued interest on senior secured notes payable 4,741 (4,741)(3) -
Accounts payable and other accrued liabilities 6,710 (695)(4) 6,015
----------- ----------- ----------
Total liabilities 218,327 (212,312) 6,015
Commitments and contingent liabilities
Stockholders' equity (deficit)
Before restructuring:
Common stock, par value $1.00
5,000,000 shares issued and outstanding 5,000 (5,000)(5) -
After restructuring:
Preferred stock series A, par value $.01
6,633.80 shares issued and outstanding - 6,633 (5) 6,633
Preferred stock series B, par value $.01
86,978.23 shares issued and outstanding - 86,978 (5) 86,978
Common stock series A, par value $.01
6,633.80 shares issued and outstanding - - (5) -
Paid-in capital 61,419 (7,670)(6) 53,749
Retained earnings (deficit) (180,524) 104,050 (7) (76,474)
----------- ----------- ----------
Total stockholders' equity (deficit) (114,105) 184,991 70,886
----------- ----------- ----------
Total liabilities and stockholders' equity (deficit) $ 104,222 $ (27,321) $ 76,901
=========== =========== ==========
</TABLE>
____________________
* Derived from audited financial statements.
23
<PAGE> 25
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
(1) The net decrease in cash results from the following (amounts in thousands):
Purchase price paid by Centex, including $5 million for working capital $ 90,434
Payment for cancellation of the Vista Notes (101,980)
Payment for cancellation of Existing Common Stock (9,493)
Payment of transactions costs incurred after June 30, 1995 (3,687)
Payment of accrued costs (695)
Payment of restructuring bonus to management and other employees (1,550)
Payment to an officer for release of certificates of deposit pursuant to the
Management Settlement Agreement (the "Certificates of Deposit") (350)
Redemption of certain of the Certificates of Deposit 200
--------
$(27,121)
========
(2) Decrease to other assets of $200,000 reflects the redemption of certain of the Certificates of Deposit on the
Effective Date.
(3) Elimination of both the principal and accrued interest on the Vista Notes payable is a result of the
cancellation of the Vista Notes.
(4) Reduction in accounts payable and other accrued liabilities is due to the payment of accrued restructuring
expenses of $695,000.
(5) Elimination of the $1.00 par value Existing Common Stock and addition of $.01 par value of the new class A
common stock, new series A preferred stock and new series B preferred stock is a result of consummation of the
Plan.
(6) Decrease in paid-in-capital reflects the net effect of the stock transactions described in note (5) above.
(7) Retained earnings increases a net $104.05 million as a result of the following (amounts in thousands):
Principal amount of Vista Notes and accrued interest
eliminated by cancellation of the Vista Notes $ 211,617
Payment for cancellation of the Vista Notes (101,980)
Payment of restructuring costs incurred after June 30, 1995 (3,687)
Payment of restructuring bonus to management and other employees (1,550)
Payment for release of the Certificates of Deposit (350)
---------
Gain on extinguishment of debt $ 104,050
=========
</TABLE>
24
<PAGE> 26
VISTA PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
Year ended June 30, 1995 Year ended June 30, 1994
------------------------------------- ---------------------------------------
As Pro Forma Pro Forma As Pro Forma Pro Forma
Reported Adjustments Results Reported Adjustments Results
--------- ----------- ------------ ---------- ----------- -------------
* *
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Gross sales of real estate $ 42,725 $ - $ 42,725 $ 10,428 $ - $ 10,428
Cost of sales 37,948 - 37,948 9,231 - 9,231
--------- ---------- ------------ ---------- ---------- -------------
Gain on sales of real estate 4,777 - 4,777 1,197 - 1,197
Interest income 1,355 (1,015)(1) 340 644 (366)(1) 278
Other income 660 - 660 513 - 513
--------- ---------- ------------ ---------- ---------- -------------
6,792 (1,015) 5,777 2,354 (366) 1,988
Expenses:
Interest 26,351 (26,351)(2) - 23,074 (23,074)(2) -
Real estate taxes 5,730 - 5,730 5,775 - 5,775
General and administrative 6,902 (1,698)(3) 5,204 6,658 (1,711)(3) 4,947
Restructuring expense 3,499 (3,499)(4) - 2,306 (2,306)(4) -
Provision for loss contingencies 2,850 - 2,850 - - -
Depreciation and amoritization 72 - 72 70 - 70
Provision for losses - - - 58,117 - 58,117
--------- ---------- ------------ ---------- ---------- -------------
45,404 (31,548) 13,856 96,000 (27,091) 68,909
--------- ---------- ------------ ---------- ---------- -------------
Net loss $ (38,612) $ 30,533 $ (8,079) $ (93,646) $ 26,725 $ (66,921)
========= ========== ============ ========== ========== =============
Net loss per common share (5) $ (7.72) n/a $ (2,104.53) $ (18.73) n/a $ (10,974.56)
========= ========== ============ ========== ========== =============
</TABLE>
* Derived from audited financial statements.
____________________
(1) Decrease to interest income reflects the assumption that the cash balance
of Reorganized Vista remains at $5.0 million, which represents the balance
at Vista on the Effective Date for working capital pursuant to the Plan.
(2) Elimination of interest expense relating to the Vista Notes reflects the
cancellation of the Vista Notes.
(3) Decrease in general and administrative expenses reflects elimination of
costs Vista incurred as a direct result of the fact that the Vista Notes
and the Existing Common Stock were publicly traded, including quarterly and
annual reporting, printing and distribution costs, compensation and
benefits of Vista's Board of Directors and premiums to maintain directors'
and officers' insurance. The Plan provides that Reorganized Vista will
have five stockholders and, accordingly, its equity securities are not
required to be registered under the Exchange Act.
(4) Restructuring expenses incurred prior to June 30, 1995 for the periods
presented have been eliminated. Such costs pertain directly to the
Company's efforts to achieve a financial restructuring including costs to
negotiate the Securities Purchase Agreement, develop the Plan and file the
related Disclosure and Solicitation Statement.
(5) Historical and pro forma net loss per common share are not comparable due
to the significant difference in the number of shares outstanding.
Payments of dividends on preferred stock of approximately $5.9 million have
been deducted from net loss for each of the years ended June 30, 1995 and
1994 to determine net loss per share. It is assumed that dividends on new
series A preferred stock and new series B preferred stock are declared and
paid quarterly at rates of 10% and 6%, respectively, per annum.
25
<PAGE> 27
ITEM 7(b) PRO FORMA FINANCIAL INFORMATION
CENTEX CORPORATION
26
<PAGE> 28
INTRODUCTION TO PRO FORMA INFORMATION
On September 27, 1995, Centex International, Inc. ("Centex
International"), a wholly owned subsidiary of Centex Corporation ("Centex" or
the "Company"), completed the acquisition of equity securities of Vista
Properties, Inc. ("Vista"). Upon the consummation of the acquisition, Centex
International owned approximately 53% of the common shares and approximately
97% of the preferred stock of Vista. The equity interests were acquired for a
net investment of approximately $85 million by Centex International which, when
combined with approximately $30 million of Vista's cash balances, resulted in
distributions of approximately $115 million to Vista's former equity and debt
holders.
The accompanying unaudited pro forma statements of consolidated earnings
for the fiscal year ended March 31, 1995 and the six months ended September 30,
1995 reflect the historical accounts of the Company for those periods adjusted
to give pro forma effect to the acquisition of Vista's equity securities, as if
the transaction had occurred on April 1, 1994. A pro forma balance sheet has
not been included because the transaction was reflected in the September 30,
1995 balance sheet included in the Company's Quarterly Report on Form 10-Q
filed November 14, 1995.
The pro forma consolidated financial data and accompanying notes should be
read in conjunction with the consolidated financial statements of Vista
Properties, Inc. Management believes the assumptions used in the following
statements provide reasonable basis on which to present the pro forma financial
data. The pro forma consolidated financial data is provided for informational
purposes only and should not be construed to be indicative of the Company's
results of operations had the transactions and events described above been
consummated on the date assumed and are not intended to project the Company's
results of operations for any future period.
Capitalized terms not defined herein are defined in the response to Item
7(a) of this Current Report on Form 8-K.
27
<PAGE> 29
CENTEX CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENTS OF CONSOLIDATED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31, 1995
------------------------------------------------------
AS PRO FORMA PRO FORMA
REPORTED * ADJUSTMENTS RESULTS
-------------- ------------- --------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Revenues $ 3,277,504 $ 43,725 (a) $ 3,321,229
------------- ------------- --------------
Costs and Expenses 3,142,777 51,804 (a) 3,194,581
Corporate General and Administrative 15,253 - 15,253
Interest Expense 33,014 5,527 (b) 38,541
------------- ------------- --------------
3,191,044 57,331 3,248,375
------------- ------------- --------------
Earnings Before Gain on CXP's Initial
Public Offering and Income Taxes 86,460 (13,606) 72,854
Gain on CXP's Initial Public Offering 59,328 - 59,328
------------- ------------- --------------
Earnings Before Income Taxes 145,788 (13,606) 132,182
Income Taxes 53,540 (4,997) (c) 48,543
------------- ------------- --------------
Net Earnings $ 92,248 $ (8,609) $ 83,639
============= ============= ==============
Earnings Per Share $ 3.04 $ (0.28) $ 2.76
============= ============= ==============
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995
------------------------------------------------------
AS PRO FORMA PRO FORMA
REPORTED ADJUSTMENTS RESULTS
-------------- ------------- --------------
(Dollars in thousands, except per share data)
Revenues $ 1,487,796 $ 12,348 (a) $ 1,500,144
------------- ------------- --------------
Costs and Expenses 1,424,044 18,424 (a) 1,442,468
Corporate General and Administrative 7,370 - 7,370
Interest Expense 19,294 2,716 (b) 22,010
------------- ------------- --------------
1,450,708 21,140 1,471,848
------------- ------------- --------------
Earnings Before Gain on CXP's Initial
Public Offering and Income Taxes 37,088 (8,792) 28,296
Gain on CXP's Initial Public Offering - - -
------------- ------------- --------------
Earnings Before Income Taxes 37,088 (8,792) 28,296
Income Taxes 14,664 (3,476) (c) 11,188
------------- ------------- --------------
Net Earnings $ 22,424 $ (5,316) $ 17,108
============= ============= ==============
Earnings Per Share $ 0.77 $ (0.18) $ 0.59
============= ============= ==============
</TABLE>
* Derived from audited financial statements.
- -----------------------------
(a) To reflect the revenues and costs and expenses of Vista for the applicable
periods. The Vista pro forma balances reflected under the section "For the
Year Ended March 31, 1995" represent Vista's actual amounts for their
fiscal year ended June 30, 1995 as adjusted below. The amounts used for the
six months ended September 30, 1995 are for that specific six-month
period. Following is a reconciliation of Vista's actual income statement
balances to the amounts reported above.
<TABLE>
<CAPTION>
For the Year For the Six
Ended Months Ended
March 31, 1995 Sept. 30, 1995
-------------- --------------
<S> <C> <C>
Actual Vista Revenues $ 44,740 $ 13,016
Interest Income (1,015) (1) (668) (1)
------------- -------------
Adjusted Vista Revenues $ 43,725 $ 12,348
============= =============
Actual Vista Costs and Expenses $ 83,352 $ 36,544
Interest (26,351) (2) (10,576) (2)
General and Administrative (1,698) (3) (1,057) (3)
Restructuring Expense (3,499) (4) (6,487) (4)
------------- -------------
Adjusted Vista Costs and Expenses $ 51,804 $ 18,424
============= =============
</TABLE>
(1) Decrease to interest income reflects the assumption that the
cash balance of Reorganized Vista remains at $5.0 million, which
represents the balance at Vista on the Effective Date for
working capital pursuant to the Plan.
(2) Elimination of interest expense relating to the Vista Notes
reflects the retirement of the Vista Notes.
(3) Decrease in general and administrative expenses reflects
elimination of costs Vista incurred as a direct result of the
fact that the Vista Notes and the Existing Common Stock were
publicly traded, including quarterly and annual reporting,
printing and distribution costs, compensation and benefits of
Vista's Board of Directors and premiums to maintain directors'
and officers' insurance. Reorganized Vista has only five
stockholders and, accordingly, its equity securities are no
longer registered under the Securities Exchange Act of 1934.
28
<PAGE> 30
(4) Restructuring expenses incurred during the periods presented
have been eliminated. Such costs pertain directly to Vista's
efforts to achieve a financial restructuring including costs to
negotiate the Securities Purchase Agreement, develop the Plan and
file the related Disclosure and Solicitation Statement.
(b) To reflect additional interest expense which would have been incurred had
Centex borrowed $85,422 on April 1, 1994 to fund the acquisition and
assuming no additional sales of the acquired assets from April 1994 through
September 1995. For the year ended March 31, 1995 and the six months
ended September 30, 1995 Centex's average short- term borrowing rates of
6.47% and 6.36%, respectively, were used.
(c) To reflect the tax effect of the foregoing items using Centex's effective
federal and state tax rates in effect for each period.
29
<PAGE> 31
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 hereunto duly authorized.
CENTEX CORPORATION
------------------
Registrant
December 11, 1995 By: /s/ Raymond G. Smerge
---------------------------------
Raymond G. Smerge
Vice President, Chief Legal Officer
and Secretary
30
<PAGE> 32
INDEX TO EXHIBITS
CENTEX CORPORATION
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
2.1** Second Amended and Restated Securities Purchase Agreement among
Centex International, Inc., Vista Properties, Inc. and the
other parties named therein
2.2** Amendment No. 2 to the Second Amended and Restated Securities
Purchase Agreement among Centex International, Inc., Vista
Properties, Inc. and the other parties named therein
23* Consent of Independent Public Accountants
99.1** Amended and Restated Articles of Incorporation of Vista
Properties, Inc.
99.2** Certificate of Designation relating to the Series A Preferred
Stock and the Series B Preferred Stock of Vista Properties,
Inc.
</TABLE>
_______________
* Filed Herewith
** Previously filed with the Commission on October 12, 1995 as exhibits to
Centex Corporation's Current Report on Form 8-K dated October 12, 1995.
31
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
We consent to the use of our report dated September 27, 1995, with respect to
the consolidated financial statements of Vista Properties, Inc. and
subsidiaries included in Centex Corporation's Current Report on Form 8-K/A
dated December 11, 1995. We also consent to the incorporation by reference in
the Registration Statement (Form S-3 No. 33-61223) of Centex Corporation and in
the related prospectus and in the Registration Statements on Form S-8 (No.
33-44575, No.33- 29174, No. 2-95271 and No. 33-55083) of Centex Corporation of
our report dated September 27, 1995, with respect to the consolidated financial
statements of Vista Properties, Inc. and subsidiaries.
/s/ Ernst & Young LLP
Dallas, Texas
December 7, 1995
