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<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, 1995
Commission File No. 1-6776
[Centex Logo]
CENTEX CORPORATION
A Nevada Corporation
IRS Employer Identification No. 75-0778259
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(214) 559-6500
Commission File Nos. 1-9624 and 1-9625, respectively
3333 HOLDING CORPORATION
A Nevada Corporation
CENTEX DEVELOPMENT COMPANY, L.P.
A Delaware Limited Partnership
IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
3333 Lee Parkway, Suite 500
Dallas, Texas 75219
(214) 559-6700
The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on August 8, 1995, 28,192,809 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, 1995
CENTEX CORPORATION
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended June 30, 1995 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Cash Flows
for the Three Months Ended June 30, 1995 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
</TABLE>
-i-
<PAGE> 3
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Combining Financial Statements 13
Condensed Combining Statement of Operations
for the Three Months Ended June 30, 1995 14
Condensed Combining Balance Sheets 15
Condensed Combining Statement of Cash Flows
for the Three Months Ended June 30, 1995 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
</TABLE>
-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 Company's latest annual report on Form
10-K. In the opinion of the Company, all adjustments necessary to present
fairly the information in the following condensed consolidated financial
statements of the Company have been included. The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.
-1-
<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED June 30,
---------------------------------------
1995 1994
-------------- -------------
<S> <C> <C>
REVENUES
Home Building $ 429,306 $ 531,896
Financial Services 25,267 37,584
Contracting and Construction Services 246,377 263,037
-------------- -------------
700,950 832,517
-------------- -------------
COSTS AND EXPENSES
Home Building 410,781 503,664
Financial Services 23,265 32,167
Contracting and Construction Services 246,334 263,642
Other, net 183 415
Equity in Earnings of Affiliate (CXP) (5,911) (3,713)
Corporate General and Administrative 3,645 3,697
Interest Expense 9,580 7,194
-------------- -------------
687,877 807,066
-------------- -------------
EARNINGS BEFORE GAIN ON CXP INITIAL
PUBLIC OFFERING AND INCOME TAXES 13,073 25,451
Gain on CXP Initial Public Offering - 59,328
-------------- -------------
EARNINGS BEFORE INCOME TAXES 13,073 84,779
Income Taxes 5,200 31,381
-------------- -------------
NET EARNINGS $ 7,873 $ 53,398
============== =============
EARNINGS PER SHARE $ 0.27 $ 1.67
============== =============
AVERAGE SHARES OUTSTANDING 28,902,755 31,962,028
============== =============
CASH DIVIDENDS PER SHARE $ .05 $ .05
============== =============
</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
----------------------------- ------------------------------
June 30, March 31, June 30, March 31,
1995* 1995** 1995* 1995**
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 20,370 $ 23,785 $ 16,109 $ 18,534
Receivables -
Residential Mortgage Loans 505,206 413,802 - -
Other 228,065 235,795 218,642 226,744
Affiliates - - - -
Inventories 1,184,117 1,166,471 1,184,117 1,166,471
Investments -
Centex Development Company, L.P. 46,581 46,585 46,581 46,585
Centex Construction Products, Inc. 93,703 89,871 93,703 89,871
Joint Ventures and Other 7,001 5,695 7,001 5,695
Unconsolidated Subsidiaries - - 42,798 29,082
Property and Equipment, net 40,099 41,267 26,032 25,341
Other Assets and Deferred Charges 26,093 26,427 20,320 19,739
---------- ---------- ---------- ----------
$2,151,235 $2,049,698 $1,655,303 $1,628,062
========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 539,128 $ 555,944 $ 481,902 $ 504,659
Short-term Debt 594,427 576,260 155,145 204,851
Long-term Debt 322,054 222,530 322,054 222,530
Deferred Income Taxes 19,301 26,737 19,877 27,795
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - - - -
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,161,011 and 28,070,978,
respectively 7,040 7,018 7,040 7,018
Capital in Excess of Par Value 1,611 - 1,611 -
Retained Earnings 667,674 661,209 667,674 661,209
---------- ---------- ---------- ----------
Total Stockholders' Equity 676,325 668,227 676,325 668,227
---------- ---------- ---------- ----------
$2,151,235 $2,049,698 $1,655,303 $1,628,062
========== ========== ========== ==========
<CAPTION>
Financial Services
-----------------------------
June 30, March 31,
1995* 1995**
---------- ----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 4,261 $ 5,251
Receivables -
Residential Mortgage Loans 505,206 413,802
Other 9,423 9,051
Affiliates (4,034) 65,521
Inventories - -
Investments -
Centex Development Company, L.P. - -
Centex Construction Products, Inc. - -
Joint Ventures and Other - -
Unconsolidated Subsidiaries - -
Property and Equipment, net 14,067 15,926
Other Assets and Deferred Charges 5,773 6,688
---------- ----------
$ 534,696 $ 516,239
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 57,226 $ 51,285
Short-term Debt 439,282 371,409
Long-term Debt - -
Deferred Income Taxes (576) (1,058)
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - -
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,161,011 and 28,070,978,
respectively 2 12
Capital in Excess of Par Value 35,472 51,908
Retained Earnings 3,290 42,683
---------- ----------
Total Stockholders' Equity 38,764 94,603
---------- ----------
$ 534,696 $ 516,239
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
* Unaudited
** Condensed from audited financial statements.
In the supplemental data presented above, "Centex Corporation" represents the
adding together of all subsidiaries other than those included in Financial
Services (CTX Mortgage and Affiliates). Transactions between Centex Corporation
and Financial Services have been eliminated from the Centex Corporation and
Subsidiaries balance sheets.
-3-
<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,
----------------------------------
1995 1994
------------ -----------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 7,873 $ 53,398
Adjustments -
Depreciation and Amortization 3,165 2,023
Deferred Income Taxes (5,768) (8,455)
Gain Related to CXP's IPO, net of Tax - (37,495)
Equity in Losses of Joint Ventures,
Unconsolidated Subsidiaries, and CDC 68 198
Equity in Earnings of Affiliate (CXP), net of Tax (3,832) (2,401)
Decrease (Increase) in Receivables 7,888 (52,585)
(Increase) Decrease in Residential Mortgage Loans (91,562) 217,067
Increase in Inventories (17,648) (40,802)
Decrease in Government-Guaranteed S&L Assets - 11,160
(Decrease) Increase in Payables and Accruals (17,507) 19,254
Decrease (Increase) in Other Assets 11 (1,523)
Other, net (977) (6,639)
------------ -----------
(118,289) 153,200
------------ -----------
CASH FLOWS - INVESTING ACTIVITIES
Increase in Advances to Joint Ventures,
Unconsolidated Subsidiaries, and CDC (1,370) (492)
Dividend and Other Receipts Related to CXP's IPO - 186,525
Property and Equipment Additions, net (1,672) (4,673)
Increase in Marketable Securities - (48,536)
------------ -----------
(3,042) 132,824
------------ -----------
CASH FLOWS - FINANCING ACTIVITIES
Decrease in S&L Deposits and Debt - (14,777)
Increase (Decrease) in Debt 117,691 (271,647)
Retirement of Common Stock - (30,564)
Proceeds from Stock Option Exercises 1,633 856
Dividends Paid (1,408) (1,560)
------------ -----------
117,916 (317,692)
------------ -----------
NET DECREASE IN CASH (3,415) (31,668)
CASH AT BEGINNING OF YEAR 23,785 76,287
------------ -----------
CASH AT END OF PERIOD $ 20,370 $ 44,619
============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
<CAPTION>
Capital in
Preferred Common Excess of Retained
Stock Stock Par Value Earnings Total
------- -------- ----------- ---------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1995 $ - $ 7,018 $ - $ 661,209 $ 668,227
Net Earnings - - - 7,873 7,873
Exercise of Stock Options - 22 1,611 - 1,633
Cash Dividends - - - (1,408) (1,408)
------- -------- ----------- ---------- ------------
BALANCE, JUNE 30, 1995 $ - $ 7,040 $ 1,611 $ 667,674 $ 676,325
======= ======== =========== ========== ============
</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,
1995 1995*
------------ ------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 22,734 $ 25,207
Receivables 738,127 653,622
Inventories 1,284,994 1,266,509
Investments in
Centex Construction Products, Inc. 93,703 89,871
Joint Ventures and Unconsolidated Subsidiaries 7,001 5,695
Property and Equipment, net 40,099 41,267
Other Assets and Deferred Charges 26,093 26,427
------------ ------------
$ 2,212,751 $ 2,108,598
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 541,479 $ 557,640
Short-term Debt 652,675 632,745
Long-term Debt 322,054 222,530
Deferred Income Taxes 19,301 26,737
Stockholders' Equity 677,242 668,946
------------ ------------
$ 2,212,751 $ 2,108,598
============ ============
</TABLE>
* Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30,
------------------------------------
FOR THE THREE MONTHS ENDED 1995 1994
------------ ------------
<S> <C> <C>
Revenues $ 701,685 $ 832,799
Costs and Expenses 688,414 807,334
------------ ------------
Earnings Before Gain on CXP's Initial Public Offering
and Income Taxes 13,271 25,465
Gain on CXP's Initial Public Offering - 59,328
------------ ------------
Earnings Before Income Taxes 13,271 84,793
Income Taxes 5,200 31,381
------------ ------------
NET EARNINGS $ 8,071 $ 53,412
============ ============
</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 $13 million as of June 30, 1995
for options to purchase undeveloped land and developed lots having a
total purchase price of approximately $320 million. These options and
commitments expire at various dates to the year 2000. The Company has
also committed to purchase land and developed lots totaling
approximately $55 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 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
-------------------------------------
6/30/95 6/30/94
------------- ------------
<S> <C> <C>
Total Interest Incurred $ 15,481 $ 15,028
Less -
Financial Services (5,901) (7,834)
------------- ------------
INTEREST EXPENSE $ 9,580 $ 7,194
============= ============
</TABLE>
(E) During the quarter ended June 30, 1994, Centex Construction Products,
Inc. completed an initial public offering of 51% of its stock and
began 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.
(F) Certain prior year balances have been reclassified to be consistent
with the fiscal 1996 presentation.
-7-
<PAGE> 11
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex consolidated revenues for the quarter were $701 million, 16%
less than revenues of $833 million for the same quarter last year. Earnings
before income taxes were $13.1 million, 49% less than $25.5 of earnings before
income taxes and prior to the gain related to the Centex Construction Products,
Inc. ("CXP") Initial Public Offering for the same quarter in fiscal 1995. Net
earnings were $7.9 million and earnings per share were $.27 for this quarter
compared to $15.9 million and $.50 for the same quarter last year prior to the
CXP gain. Including the CXP gain, net earnings and earnings per share were
$53.4 million and $1.67, respectively, for the fiscal 1995 quarter.
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 $186.5 million from the
transaction. Centex retains ownership of 49% of CXP's stock.
HOME BUILDING
The following summarizes Home Building results for the quarter ended
June 30, 1995 compared to the quarter ended June 30, 1994 (dollars in millions,
except per unit data):
<TABLE>
<CAPTION>
1995 1994
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 429.3 100.0% $ 531.9 100.0%
Cost of Sales (352.9) (82.2%) (443.1) (83.3%)
Selling, General & Administrative (57.9) (13.5%) (60.6) (11.4%)
---------- ----- ---------- -----
Operating Earnings $ 18.5 4.3% $ 28.2 5.3%
---------- ----- ----------- -----
Units Closed 2,652 3,233
Unit Sales Price $ 160,092 $ 154,625
% Change 3.5% 8.4%
Operating Earnings per Unit $ 6,985 $ 8,732
% Change (20.0%) 42.0%
</TABLE>
The operating earnings for the quarter ended June 30, 1995 were
lower as a percentage of revenue and on a per unit basis compared to the same
period last year as a result of certain general and administrative costs being
absorbed by 18% fewer closed units.
-8-
<PAGE> 12
FINANCIAL SERVICES
The Financial Services segment consists of Mortgage Banking in 1995
and Mortgage Banking and Savings and Loan in 1994. The following summarizes
Financial Services' results for the quarter ended June 30, 1995 compared to the
quarter ended June 30, 1994 (dollars in millions):
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenues $ 25.3 $ 37.6
---------- ----------
Operating Earnings $ 2.0 $ 5.4
---------- ----------
Origination Volume $ 1,059 $ 1,260
---------- ----------
Number of Loans Originated
Centex-built Homes 1,736 2,282
Non-Centex-built Homes 7,440 9,056
---------- ---------
9,176 11,338
========== ========
</TABLE>
Declining interest rates during the quarter resulted in a 6%
increase in mortgage applications over last year's quarter. Applications for
the current quarter totaled 10,919, even though Mortgage Banking has
approximately 40% fewer offices than it had a year ago as a result of recent
restructuring and consolidation efforts. Assuming interest rates remain at or
near current levels, the Company expects Mortgage Banking's profitability to
improve in future quarters.
Savings and Loan revenues were $1.8 million and operating earnings
were $.6 million for the quarter ended June 30, 1994. In December 1994, the
Savings and Loan sold its deposits and branches for a pre-tax gain of $3.2
million. The completion of the sale was Centex's final step in exiting the
savings and loan industry.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services
results for the quarter ended June 30, 1995 compared to the quarter ended June
30, 1994 (dollars in millions):
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenues $ 246.4 $ 263.0
---------- ----------
Operating Earnings (Loss) $ - $ (.6)
---------- ----------
New Contracts Received $ 268 $ 411
---------- ----------
Backlog of Uncompleted Contracts $ 1,350 $ 1,384
---------- ----------
</TABLE>
Although Contracting and Construction Service's results continued to
be impacted by an intensely competitive environment, the operation reported its
first operating gain since the quarter ended March 31, 1992. Nonresidential
construction is improving as the economy strengthens and profit margins in this
group are beginning to improve.
-9-
<PAGE> 13
The Contracting and Construction Services operation provided a positive average
net cash flow in excess of Centex's investment in the group of approximately
$55 million during the current quarter and $69.5 million for the same quarter
last year.
EQUITY IN EARNINGS OF AFFILIATE (CXP)
Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $5.9
million for the current quarter, a 59% increase over $3.7 million for the same
quarter a year ago. Centex Construction Products, Inc. continues to benefit
from improved demand and pricing for its cement and gypsum wallboard products.
FINANCIAL CONDITION AND LIQUIDITY
Centex fulfills its short-term financing requirements with cash
generated from its operations and funds available under its credit facilities.
These credit facilities also serve as back-up lines for overnight borrowings
under its uncommitted bank facilities and commercial paper program. In
addition, CTX Mortgage Company has its own $500 million of credit facilities to
finance mortgages which are held during the period while they are being
securitized and readied for delivery against forward sale commitments.
As a result of improving home sales and related construction
activity, cash of $17.6 million during the quarter ended June 30, 1995 and
$40.8 million during the quarter ended June 30, 1994 was used to fund the
increase in homes under construction, home building land and land development
costs. Residential mortgage loans increased from their March 31, 1995 level by
$91.6 million due to the increase in mortgage banking activity. The increase
in mortgage activity was financed with the existing CTX Mortgage Company credit
facilities.
In the quarter ended June 30, 1994, a significant source of funds
was the dividend and other receipts related to CXP's Initial Public Offering,
which provided $186.5 million in cash to Centex. The cash was used to reduce
short- term indebtedness.
During the June 30, 1995 quarter the Company issued $100 million of
ten-year subordinated debentures with an interest rate of 7 3/8%. The proceeds
were used to reduce short-term indebtedness.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
OUTLOOK
The Company is continuing with its efforts to acquire equity
interests in Dallas-based Vista Properties, Inc. and its affiliated
partnership, Vista Partners. Centex has amended its Securities Purchase
agreement with Vista to provide aggregate consideration of $94.5 million for
Vista's noteholders and stockholders and to increase the consideration by $1
million to $95.5 million if Vista initiates its prepackaged bankruptcy
proceedings on or before August 18, 1995. The ultimate acquisition at the
$95.5 million consideration level would require an investment of approximately
$75 million by the Company.
The decrease in interest rates during the quarter has had a positive
impact on both the Home Building and Financial Services businesses. If current
sales rates are sustained over the next several months, the Company expects the
financial results in the second half of fiscal 1996 to be favorably affected.
-10-
<PAGE> 14
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated June 5, 1995,
relating to the pricing and sale of $100,000,000 aggregate
principal amount of the Company's Subordinated Debt Securities
and the filing of related exhibits.
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 10, 1995 /s/ David W. Quinn
David W. Quinn
Executive Vice President and
Chief Financial Officer
(principal financial officer)
August 10, 1995 /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.
(collectively the "Companies"), and have been prepared by the Companies,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Companies believe that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
condensed combining financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companies' latest
annual report on Form 10-K. In the opinion of the Companies, all adjustments
necessary to present fairly the information in the following condensed
financial statements of the Companies have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
-13-
<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,
-----------------------------------------------------------------------------------
1995 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>
Revenues $ 2,382 $ 2,241 $ 611 $ 3,105 $ 2,977 $ 336
Costs and Expenses 2,372 2,429 413 3,242 3,128 322
---------- --------- ------- -------- ------- ------
Earnings (Loss) Before Income
Taxes 10 (188) 198 (137) (151) 14
Income Taxes - - - - - -
---------- --------- ------- -------- ------- ------
NET EARNINGS (LOSS) $ 10 $ (188) $ 198 $ (137) $ (151) $ 14
========== ========= ======= ======== ======= ======
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ (188) $ 198 $ (151) $ 14
========= ======= ======= ======
</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 Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1995* March 31, 1995**
----------------------------------------- -------------------------------------
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 $ 2,364 $ 2,363 $ 1 $ 1,422 $ 1,403 $ 19
Accounts Receivable 406 690 192 187 570 187
Notes Receivable -
Centex Corporation and
Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 4,642 4,642 - 4,025 4,025 -
Investment in Affiliate - - 767 - - 767
Projects Held for Development & Sale -
Forster Ranch 54,651 54,651 - 53,493 53,493 -
Other 45,310 45,310 - 46,455 46,455 -
--------- --------- -------- ---------- --------- -------
$ 115,073 $ 107,656 $ 8,660 $ 113,282 $ 105,946 $ 8,673
========= ========= ======== ========== ========= =======
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 2,503 $ 2,336 $ 643 $ 2,480 $ 2,196 $ 854
Notes Payable -
Centex Corporation and
Subsidiaries 7,600 - 7,600 7,600 - 7,600
Forster Ranch 54,651 54,651 - 53,493 53,493 -
Other 3,492 3,492 - 2,992 2,992 -
Land Sale Deposits 105 105 - 5 5 -
--------- --------- -------- ---------- --------- -------
Total Liabilities 68,351 60,584 8,243 66,570 58,686 8,454
Stockholders' Equity and
Partners' Capital 46,722 47,072 417 46,712 47,260 219
--------- --------- -------- ---------- --------- -------
$ 115,073 $ 107,656 $ 8,660 $ 113,282 $ 105,946 $ 8,673
========= ========= ======== ========== ========= =======
</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,
----------------------------------------------------------------------------------
1995 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>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings (Loss) $ 10 $ (188) $ 198 $ (137) $ (151) $ 14
Net Change in Payables,
Accruals, Deposits and
Receivables (96) 120 (216) 235 247 (12)
(Increase)Decrease in
Notes Receivable (617) (617) - 91 91 -
(Increase) Decrease in
Projects Held for
Development and Sale (13) (13) - 548 548 -
------- ------- ------ ------ ------ --------
(716) (698) (18) 737 735 2
------- ------- ------ ------ ------ --------
CASH FLOWS - FINANCING ACTIVITIES
Increase in Notes Payable 1,658 1,658 - 168 168 -
------- ------- ------ ------ ------ --------
1,658 1,658 - 168 168 -
------- ------- ------ ------ ------ --------
NET INCREASE (DECREASE) IN CASH 942 960 (18) 905 903 2
CASH AT BEGINNING OF YEAR 1,422 1,403 19 101 101 -
------- ------- ------ ------ ------ --------
CASH AT END OF PERIOD $ 2,364 $ 2,363 $ 1 $1,006 $1,004 $ 2
======= ======= ====== ====== ====== ========
</TABLE>
See notes to condensed combining financial statements.
-16-
<PAGE> 20
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
JUNE 30, 1995
(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 $1,165,000 and $2,524,000 for the three months ended
June 30, 1995 and 1994 respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 1995
--------------------------------------------------------------------------
3333 Holding Corporation
Centex Development Company, L.P. and Subsidiary
-------------------------------- -----------------------------------
CLASS B GENERAL LIMITED CAPITAL IN
UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED
COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS
-------- -------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ 46,712 $ 500 $ 767 $ 45,993 $ 1 $ 800 $ (582)
Net Earnings (Loss) 10 - - (188) - - 198
---------- ----------- --------- --------- ---------- --------- ----------
BALANCE AT JUNE 30, 1995 $ 46,722 $ 500 $ 767 $ 45,805 $ 1 $ 800 $ (384)
========== =========== ========= ========= ========== ========= ==========
</TABLE>
(E) The Partnership and the holder of the Forster Ranch non-recourse notes
have signed an agreement that may result in the transfer of ownership
of the property to the lender in satisfaction of the debt. In
connection with this agreement, CREC has agreed to fund certain holding
and other costs CDC will incur through September 1995 in connection
with its rezoning efforts.
-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
RESULTS OF OPERATIONS
On a combined basis, revenues for the quarter ended June 30, 1995 of
$2.4 million included results from the sale of commercial property in Texas,
and residential property in Florida and New Jersey. Revenues of $3.1 million
for the quarter ended June 30, 1994 included the sale of commercial property in
California and residential property in Florida and New Jersey. The quarter
ended June 30, 1995 reflected combined net earnings of $10,000, compared to a
net loss of $137,000 for the same quarter last year. The improvement in
earnings relates to the higher gross margin on real estate sales and a
reduction in selling and administrative costs and expenses in the quarter ended
June 30, 1995 compared to the same quarter last year.
LIQUIDITY AND CAPITAL RESOURCES
Holding, Development and the Partnership believe that they will be
able to provide or obtain the necessary funding for their current operations
and future expansion needs. The revenues, earnings and liquidity of these
companies are largely dependent on future land sales, the timing of which is
uncertain. The ability to obtain external debt or equity capital is subject to
the provisions of Holding's loan agreement with Centex and the Partnership
Agreement governing the Partnership.
-18-
<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
Exhibit 27.1 - Financial Data Schedule
Exhibit 27.2 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended June 30, 1995
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 10, 1995 /s/ J. Stephen Bilheimer
J. Stephen Bilheimer
President
August 10, 1995 /s/ Roger Sefzik
Roger Sefzik
Vice President and Treasurer
(chief accounting 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 10, 1995 /s/ J. Stephen Bilheimer
J. Stephen Bilheimer
President
August 10, 1995 /s/ Roger Sefzik
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
-21-
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------------------------
<S> <C>
27 Financial Data Schedule
27.1 Financial Data Schedule
27.2 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CORPORATION'S JUNE 30, 1995, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995.
</LEGEND>
<CIK> 0000018532
<NAME> CENTEX CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 20,370
<SECURITIES> 0
<RECEIVABLES> 733,271
<ALLOWANCES> 0
<INVENTORY> 1,184,117
<CURRENT-ASSETS> 0
<PP&E> 81,917
<DEPRECIATION> 41,818
<TOTAL-ASSETS> 2,151,235
<CURRENT-LIABILITIES> 0
<BONDS> 322,054
<COMMON> 7,040
0
0
<OTHER-SE> 669,285
<TOTAL-LIABILITY-AND-EQUITY> 2,151,235
<SALES> 700,950
<TOTAL-REVENUES> 706,861
<CGS> 680,563
<TOTAL-COSTS> 680,563
<OTHER-EXPENSES> 3,645
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,580
<INCOME-PRETAX> 13,073
<INCOME-TAX> 5,200
<INCOME-CONTINUING> 7,873
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,873
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333
HOLDING CORPORATION'S JUNE 30, 1995, FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995.
</LEGEND>
<CIK> 0000818762
<NAME> 3333 HOLDING CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 7,892
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,660
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 416
<TOTAL-LIABILITY-AND-EQUITY> 8,660
<SALES> 611
<TOTAL-REVENUES> 611
<CGS> 413
<TOTAL-COSTS> 413
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 198
<INCOME-TAX> 0
<INCOME-CONTINUING> 198
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 198
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
DEVELOPMENT COMPANY L.P.'S JUNE 30, 1995 FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995.
</LEGEND>
<CIK> 0000818764
<NAME> CENTEX DEVELOPMENT COMPANY, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 2,363
<SECURITIES> 0
<RECEIVABLES> 5,332
<ALLOWANCES> 0
<INVENTORY> 99,961
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 107,656
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 500
0
0
<OTHER-SE> 46,572
<TOTAL-LIABILITY-AND-EQUITY> 107,656
<SALES> 2,241
<TOTAL-REVENUES> 2,241
<CGS> 2,429
<TOTAL-COSTS> 2,429
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (188)
<INCOME-TAX> 0
<INCOME-CONTINUING> (188)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (188)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
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