<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
SEPTEMBER 30, 1996
Commission File No. 1-6776
CENTEX CORPORATION
A Nevada Corporation
IRS Employer Identification No. 75-0778259
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(214) 559-6500
Commission File Nos. 1-9624 and 1-9625, respectively
3333 HOLDING CORPORATION
A Nevada Corporation
CENTEX DEVELOPMENT COMPANY, L.P.
A Delaware Limited Partnership
IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
3333 Lee Parkway, Suite 500
Dallas, Texas 75219
(214) 559-6700
The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on November 8, 1996, 28,621,684 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
SEPTEMBER 30, 1996
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 September 30, 1996 2
Condensed Consolidated Statement of Earnings
for the Six Months Ended September 30, 1996 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Six Months Ended September 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9-13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</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 16
Condensed Combining Statement of Operations
for the Three Months Ended September 30, 1996 17
Condensed Consolidated Statement of Operations
for the Six Months Ended September 30, 1996 18
Condensed Combining Balance Sheets 19
Condensed Combining Statement of Cash Flows
for the Six Months Ended September 30, 1996 20
Notes to Condensed Combining Financial Statements 21
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 22
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 23
ITEM 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24-25
</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.
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<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED September 30,
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES
Home Building $ 607,669 $ 482,017
Investment Real Estate 635 --
Financial Services 40,992 34,669
Contracting and Construction Services 286,769 270,160
Construction Products (A) 65,538 --
------------ ------------
1,001,603 786,846
------------ ------------
COSTS AND EXPENSES
Home Building 569,591 457,510
Investment Real Estate (2,772) --
Financial Services 34,856 29,699
Contracting and Construction Services 286,909 270,048
Construction Products (A) 45,486 (16,179)
Other, net 733 63
Corporate General and Administrative 4,426 3,725
Interest Expense 9,209 9,714
Minority Interest in Construction Products (A) 9,846 8,251
------------ ------------
958,284 762,831
------------ ------------
EARNINGS BEFORE INCOME TAXES 43,319 24,015
Income Taxes 15,079 9,464
------------ ------------
NET EARNINGS $ 28,240 $ 14,551
============ ============
EARNINGS PER SHARE $ 0.96 $ 0.50
============ ============
AVERAGE SHARES OUTSTANDING 29,292,634 29,019,183
============ ============
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
============ ============
</TABLE>
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of
its own stock during the June 30, 1996 quarter, Centex's ownership interest in
CXP increased to more than 50% (51.1% as of September 30, 1996). Accordingly,
beginning with the quarter ended June 30, 1996, CXP's financial results have
been consolidated with those of Centex and are reflected in Centex's revenues
and operating earnings. In order to facilitate comparisons between years, CXP's
operating earnings and the related minority interest in CXP have been
reclassified to reflect the total amounts for the quarter ended September 30,
1995. Had CXP's revenues been consolidated for the quarter ended September 30,
1995, Centex's consolidated revenues for that quarter would have increased by
$66,483 to $853,329.
See notes to condensed consolidated financial statements.
-2-
<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED September 30,
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES
Home Building $ 1,137,490 $ 911,323
Investment Real Estate 2,010 --
Financial Services 78,923 59,936
Contracting and Construction Services 548,995 516,537
Construction Products (A) 126,596 --
------------ ------------
1,894,014 1,487,796
------------ ------------
COSTS AND EXPENSES
Home Building 1,070,327 868,291
Investment Real Estate (5,220) --
Financial Services 66,686 52,964
Contracting and Construction Services 548,632 516,382
Construction Products (A) 91,346 (28,243)
Other, net 862 246
Corporate General and Administrative 8,475 7,370
Interest Expense 18,791 19,294
Minority Interest in Construction Products (A) 17,445 14,404
------------ ------------
1,817,344 1,450,708
------------ ------------
EARNINGS BEFORE INCOME TAXES 76,670 37,088
Income Taxes 26,611 14,664
------------ ------------
NET EARNINGS $ 50,059 $ 22,424
============ ============
EARNINGS PER SHARE $ 1.71 $ 0.77
============ ============
AVERAGE SHARES OUTSTANDING 29,242,508 28,961,176
============ ============
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
============ ============
</TABLE>
(A) As a result of Centex Construction Products, Inc.'s (CXP) repurchases of
its own stock during the June 30, 1996 quarter, Centex's ownership interest in
CXP increased to more than 50% (51.1% as of September 30, 1996). Accordingly,
beginning with the quarter ended June 30, 1996, CXP's financial results have
been consolidated with those of Centex and are reflected in Centex's revenues
and operating earnings. In order to facilitate comparisons between years, CXP's
operating earnings and the related minority interest in CXP have been
reclassified to reflect the total amounts for the six months ended September
30, 1995. Had CXP's revenues been consolidated for the six months ended
September 30, 1995, Centex's consolidated revenues for that period would have
increased by $121,587 to $1,609,383.
See notes to condensed consolidated financial statements.
-3-
<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Centex Corporation and
Subsidiaries Centex Corporation
---------------------------------- ----------------------------------
September 30, March 31, September 30, March 31,
1996* 1996** 1996* 1996**
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 65,229 $ 14,042 $ 57,542 $ 11,897
Receivables -
Residential Mortgage Loans 524,371 629,756 -- --
Other 332,290 280,803 310,594 258,661
Affiliates -- -- -- --
Inventories 1,065,450 1,205,450 1,065,450 1,205,450
Investments -
Centex Construction Products, Inc. -- 106,504 -- 106,504
Centex Development Company, L. P. 34,010 36,866 34,010 36,866
Joint Ventures and Other 2,385 3,804 1,790 3,804
Unconsolidated Subsidiaries -- -- 45,907 38,366
Property and Equipment, net 204,945 37,139 192,764 25,413
Other Assets -
Deferred Taxes, net 217,615 (16,620) 217,230 (16,085)
Deferred Charges and Other 52,125 22,602 35,167 14,767
----------- ----------- ----------- -----------
$ 2,498,420 $ 2,320,346 $ 1,960,454 $ 1,685,643
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 679,532 $ 610,671 $ 628,389 $ 550,984
Short-term Debt 601,117 662,267 116,282 87,251
Long-term Debt 223,813 321,002 223,813 321,002
Minority Stockholders' Interest 113,880 3,570 111,892 3,570
Negative Goodwill 106,837 -- 106,837 --
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued -- -- -- --
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,593,336 and 28,425,851 respectively 7,148 7,107 7,148 7,107
Capital in Excess of Par Value 9,973 6,814 9,973 6,814
Retained Earnings 756,120 708,915 756,120 708,915
----------- ----------- ----------- -----------
Total Stockholders' Equity 773,241 722,836 773,241 722,836
----------- ----------- ----------- -----------
$ 2,498,420 $ 2,320,346 $ 1,960,454 $ 1,685,643
=========== =========== =========== ===========
<CAPTION>
Financial Services
-----------------------------------
September 30, March 31,
1996* 1996**
---------------- ----------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 7,687 $ 2,145
Receivables -
Residential Mortgage Loans 524,371 629,756
Other 21,696 22,142
Affiliates 220 (1,267)
Inventories -- --
Investments -
Centex Construction Products, Inc. -- --
Centex Development Company, L. P. -- --
Joint Ventures and Other 595 --
Unconsolidated Subsidiaries -- --
Property and Equipment, net 12,181 11,726
Other Assets -
Deferred Taxes, net 385 (535)
Deferred Charges and Other 16,958 7,835
----------- -----------
$ 584,093 $ 671,802
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 51,143 $ 59,687
Short-term Debt 484,835 575,016
Long-term Debt -- --
Minority Stockholders' Interest 1,988 --
Negative Goodwill -- --
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued -- --
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,593,336 and 28,425,851 respectively 1 2
Capital in Excess of Par Value 46,925 37,917
Retained Earnings (799) (820)
----------- -----------
Total Stockholders' Equity 46,127 37,099
----------- -----------
$ 584,093 $ 671,802
=========== ===========
</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.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED September 30,
-------------------------
1996 1995
--------- ----------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 50,059 $ 22,424
Adjustments -
Depreciation and Amortization 6,395 6,324
Deferred Income Taxes 17,657 (5,092)
Equity in Earnings of CXP, CDC and Joint Ventures (745) (9,074)
Minority Interest in CXP 17,445 --
Increase in Receivables (10,240) (1,790)
Decrease (Increase) in Residential Mortgage Loans 105,385 (136,904)
Decrease (Increase) in Inventories 26,700 (9,601)
Increase in Payables and Accruals 13,834 19,337
(Increase) Decrease in Other Assets (27,519) 2,585
Other, net 4,863 (3,353)
--------- ---------
203,834 (115,144)
--------- ---------
CASH FLOWS - INVESTING ACTIVITIES
Decrease in Advances to Joint Ventures,
Unconsolidated Subsidiaries, and CDC 5,020 4,055
Decrease (Increase) in Property and Equipment, net 1,046 (3,171)
Acquisition Of Vista Properties -- (85,422)
Vista/Centex Homes Combination ($ in millions):
Deferred Taxes ($266.2); Negative Goodwill $114.8;
Inventories $140.2; and Payables and Accruals $11.2 -- --
--------- ---------
6,066 (84,538)
--------- ---------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Debt (159,059) 202,510
Proceeds from Stock Option Exercises 3,200 2,596
Dividends Paid (2,854) (2,819)
--------- ---------
(158,713) 202,287
--------- ---------
NET INCREASE IN CASH 51,187 2,605
CASH AT BEGINNING OF PERIOD 14,042 23,785
--------- ---------
CASH AT END OF PERIOD $ 65,229 $ 26,390
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 9
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(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, 1996 $ -- $ 7,107 $ 6,814 $ 708,915 $ 722,836
Net Earnings -- -- -- 50,059 50,059
Exercise of Stock Options -- 41 3,159 -- 3,200
Cash Dividends -- -- -- (2,854) (2,854)
------ --------- --------- --------- ---------
BALANCE, SEPTEMBER 30, 1996 $ -- $ 7,148 $ 9,973 $ 756,120 $ 773,241
====== ========= ========= ========= =========
</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:
-6-
<PAGE> 10
NOTES - continued
CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L. P.
SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1996 1996 *
----------- -----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 65,587 $ 14,273
Receivables 859,410 914,549
Inventories 1,101,539 1,244,931
Investments in
Centex Construction Products, Inc. -- 106,504
Joint Ventures and Unconsolidated Subsidiaries 2,627 3,984
Property and Equipment, net 204,945 37,139
Other Assets -
Deferred Taxes, net 217,615 (16,620)
Deferred Charges and Other 52,125 22,602
----------- -----------
$ 2,503,848 $ 2,327,362
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 682,541 $ 616,959
Short-term Debt 602,285 665,593
Long-term Debt 223,813 321,002
Minority Stockholders' Interest 113,880 --
Negative Goodwill 106,837 --
Stockholders' Equity 774,492 723,808
----------- -----------
$ 2,503,848 $ 2,327,362
=========== ===========
</TABLE>
*Condensed from audited financial statements
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED September 30,
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues $1,897,702 $1,495,890
Costs and Expenses 1,820,753 1,458,587
---------- ----------
Earnings Before Income Taxes 76,949 37,303
Income Taxes 26,611 14,664
---------- ----------
NET EARNINGS $ 50,338 $ 22,639
========== ==========
</TABLE>
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<PAGE> 11
Notes - continued
(C) In order to assure the future availability of land for its Home Building
operation, the Company has made deposits totaling $14 million as of
September 30, 1996 for options to purchase undeveloped land and developed
lots having a total purchase price of approximately $333 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 $31 million. In addition, the Company has executed lot
purchase contracts with CDC which aggregate approximately $2 million with
an additional $10 million under feasibility study.
(D) Interest expense relating to the financial services operations is
included in its costs and expenses. Interest related to non-financial
services is included as interest expense.
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
9/30/96 9/30/95
------- -------
<S> <C> <C>
Total Interest Incurred $ 35,031 $ 33,307
Less Financial Services (16,240) (14,013)
--------- ---------
Interest Expense $ 18,791 $ 19,294
========= =========
</TABLE>
(E) During the quarter ended June 30, 1994, Centex Construction Products,
Inc. (CXP) completed an initial public offering of 51% of its stock and
began trading on the New York Stock Exchange under the symbol "CXP". As
a result of CXP's repurchase of its own stock during the quarter ended
June 30, 1996, Centex's ownership interest in CXP has increased to more
than 50% (51.1% as of September 30, 1996). Accordingly, beginning with
the quarter ended June 30, 1996, CXP's financial results have been
consolidated with those of Centex. The reconsolidation of CXP had a $6.6
million net effect on the Statement of Cash Flows and is included in
Other, net. The major items are (in millions) Property and Equipment
($181.4), Investment in CXP $106.5, Minority Interest $95.0, Inventories
($26.9) and Receivables, Payables and Other $13.4.
(F) During the quarter ended June 30, 1996, Centex's Home Building subsidiary
completed a business combination transaction and reorganization with
Vista Properties, Inc. that increased Centex's ownership of Vista's
common stock from approximately 53% to 99.975%. Under the terms of the
combination transaction, Centex's Home Building assets and operations
were contributed to Vista in exchange for 12.4 million shares of Vista's
common stock.
As a result of the combination, Centex's Investment Real Estate
portfolio, valued in excess of $125 million, was reduced to a nominal
"book basis" after recording certain Vista-related tax benefits.
Accordingly, as these properties are developed or sold, the net sales
proceeds will be reflected as operating margin. "Negative Goodwill"
recorded as a result of the business combination is being amortized to
earnings over approximately seven years.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment which operates under the Vista
Properties Company name.
(G) Certain prior year balances have been reclassified to be consistent with
the fiscal 1997 presentation.
-8-
<PAGE> 12
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex's consolidated revenues for the quarter were $1 billion, a 27%
increase over $786.8 million for the same quarter last year. Earnings before
income taxes were $43.3 million, 80% higher than $24.0 million last year. Net
earnings were $28.2 million and earnings per share were $.96 for this quarter
compared to $14.6 million and $.50 for the same quarter last year.
For the six months ended September 30, 1996, corporate revenues totaled
$1.9 billion, 27% greater than $1.5 billion for the same period last year.
Earnings before income taxes were $76.7 million, 107% higher than $37.1 million
for the same period last year. Net earnings were $50.1 million and earnings
per share were $1.71 for the current six months compared to $22.4 million and
$.77 last year.
HOME BUILDING
The following summarizes Home Building results for the quarter and fiscal
year-to-date ended September 30, 1996 compared to the quarter and fiscal
year-to-date ended September 30, 1995 (dollars in millions, except per unit
data):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
9/30/96 9/30/95
------------------------------ -------------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 607.7 100.0% $ 482.0 100.0%
Cost of Sales (497.5) (81.9%) (397.1) (82.4%)
Selling, General & Administrative (72.1) (11.8%) (60.4) (12.5%)
---------- ---- ----------- -----
Operating Earnings $ 38.1 6.3% $ 24.5 5.1%
---------- ---- ----------- -----
Units Closed 3,514 2,922
Unit Sales Price $ 169,552 $ 163,143
% Change 3.9% 2.9%
Operating Earnings per Unit $ 10,836 $ 8,387
% Change 29.2% (9.2%)
</TABLE>
<TABLE>
<CAPTION>
Fiscal Fiscal
Year-to-Date Year-to-Date
9/30/96 9/30/95
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 1,137.5 100.0% $ 911.3 100.0%
Cost of Sales (929.8) (81.7%) (750.0) (82.3%)
Selling, General & Administrative (140.5) (12.4%) (118.3) (13.0%)
--------- ----- ---------- -----
Operating Earnings $ 67.2 5.9% $ 43.0 4.7%
--------- ----- ---------- -----
Units Closed 6,609 5,574
Unit Sales Price $ 168,532 $ 161,692
% Change 4.2% 3.2%
Operating Earnings per Unit $ 10,162 $ 7,720
% Change 31.6% (14.1%)
</TABLE>
-9-
<PAGE> 13
The operating earnings for the quarter and fiscal year-to-date ended
September 30, 1996 increased as a percentage of revenue and on a per unit basis
compared to the same periods last year as a result of Home Building's
management focus on operating efficiencies and margin improvement as well as
the increase in closings.
Home closings for the quarter rose in every region to total 3,514 units,
a 20% increase over 2,922 units for the same quarter last year. Reflecting
rising interest rates, home sales (orders) declined in every region to 2,599
for the quarter this year, 22% less than 3,348 units for the same quarter a
year ago. Centex is currently operating fewer neighborhoods than it did a year
ago and sales per neighborhood were down about 17%.
Home closings for the six months this year totaled 6,609 units, a 19%
increase over 5,574 units for the same period a year ago. Unit orders for the
current six months were 5,752, 13% less than 6,630 units for the same period
last year. The backlog of homes sold but not closed at September 30, 1996 was
4,676 units, 7% less than 5,043 units at September 30, 1995.
INVESTMENT REAL ESTATE
During the quarter ended June 30, 1996, Centex's Home Building subsidiary
completed a business combination transaction and reorganization with Vista
Properties, Inc. that increased Centex's ownership of Vista's common stock from
approximately 53% to 99.975%. Under the terms of the combination transaction,
Centex's Home Building assets and operations were contributed to Vista in
exchange for 12.4 million shares of Vista's common stock.
As a result of the combination, Centex's Investment Real Estate
portfolio, valued in excess of $125 million, was reduced to a nominal "book
basis" after recording certain Vista-related tax benefits. Accordingly, as
these properties are developed or sold, the net sales proceeds will be
reflected as operating margin. "Negative Goodwill" recorded as a result of the
business combination is being amortized to earnings over approximately seven
years.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment which operates under the Vista
Properties Company name.
For the quarter ended September 30, 1996, Investment Real Estate had
operating earnings of $3.4 million. For the six month period, operating
earnings totaled $7.2 million.
-10-
<PAGE> 14
FINANCIAL SERVICES
The following summarizes Financial Services' results for the quarter and
fiscal year-to-date ended September 30, 1996 compared to the quarter and fiscal
year-to-date ended September 30, 1995 (dollars in millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
9/30/96 9/30/95 9/30/96 9/30/95
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 41.0 $ 34.7 $ 78.9 $ 59.9
---------- ---------- ---------- ----------
Operating Earnings $ 6.1 $ 5.0 $ 12.2 $ 7.0
---------- ---------- ---------- ----------
Origination Volume $ 1,381 $ 1,249 $ 2,784 $ 2,308
---------- ---------- ---------- ----------
Number of Loans Originated
Centex-built Homes 2,601 2,015 4,946 3,751
Non-Centex-built Homes 9,427 8,644 19,150 16,084
---------- ---------- ---------- ----------
12,028 10,659 24,096 19,835
========== ========== ========== ==========
</TABLE>
Total mortgage loan applications for the quarter reached 14,083, 25%
higher than 11,235 applications for the same quarter in the prior fiscal year.
Applications for the six months were 27,479, up 21% from 22,672 for the same
period in the prior fiscal year. The per loan margin for the quarter this year
was $510, a 9% improvement over $466 for the same quarter last year. The
increase reflects continuing efficiency gains as a result of increased
originations and Centex's ongoing focus on the reduction of origination costs.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services results
for the quarter and fiscal year-to-date ended September 30, 1996 compared to
the quarter and fiscal year-to-date ended September 30, 1995 (dollars in
millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
9/30/96 9/30/95 9/30/96 9/30/95
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 286.8 $ 270.2 $ 549.0 $ 516.5
-------- -------- -------- --------
Operating Earnings $ (.1) $ .1 $ .4 $ .2
-------- -------- -------- --------
New Contracts Received $ 220 $ 298 $ 497 $ 566
-------- -------- -------- --------
Backlog of Uncompleted Contracts $ 1,150 $ 1,373 $ 1,150 $ 1,373
-------- -------- -------- --------
</TABLE>
Contracting and Construction Service's results continued to be impacted
by an intensely competitive environment. Nonresidential construction is
improving as the economy strengthens and profit margins in this group are
improving. The Contracting and Construction Services operation provided a
positive average net cash flow in excess of Centex's investment in the group of
approximately $60 million during the current quarter and for the same quarter
last year.
-11-
<PAGE> 15
CONSTRUCTION PRODUCTS
As a result of Centex Construction Products, Inc.'s (CXP) repurchases of
its own stock during the quarter ended June 30, 1996, Centex's ownership
interest in CXP has increased to more than 50%, (51.1% as of September 30,
1996). Accordingly, beginning with the June 30, 1996 quarter, CXP's financial
results have been consolidated with those of Centex and are reflected in
Centex's financial statements.
Revenues from Construction Products were $65.5 million for the current
quarter. CXP's revenues for the same quarter last year, which were not
consolidated with Centex, were $66.5 million. For the quarter this year, CXP's
total operating earnings minus minority interest resulted in pretax earnings of
$10.2 million, net to Centex's ownership interest, a 29% improvement over $7.9
million last year for the same quarter. For the current six months, CXP's
revenues totaled $126.6 million. CXP's revenues for the same period last year,
which were not consolidated with Centex, were $121.6 million. For the current
period, CXP's total operating earnings minus minority interest resulted in
pretax earnings of $17.8 million, net to Centex's ownership interest, 29%
higher than $13.8 million for the same period last year. CXP's record results
for this year's quarter and fiscal year-to-date were due primarily to higher
pricing in all of CXP's business segments and continuing strong demand for
CXP's 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 $600 million of committed credit facilities and
$485 million of uncommitted facilities to finance mortgages which are held
during the period while they are being securitized and readied for delivery
against forward sale commitments.
CXP's cash balance represents $35.6 million of the $65.2 million of
consolidated cash balances as of September 30, 1996. Record earnings combined
with decreases in both residential mortgage loans and inventories offset by a
reduction in debt and an increase in other assets results in the remaining
increase in cash for the six months.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
MEXICAN JOINT VENTURE
In October, a subsidiary of Centex Corporation completed the Company's
first Mexican investment through its acquisition of a minority interest in a
Mexican corporation - Inverloma - which was recently organized to acquire and
develop approximately 70 acres of real estate in Mexico City. This property is
the last large undeveloped tract available for residential development in
Mexico City which is both close to downtown and located in an affluent area.
The current development plan includes up to 750 residential lots and homes,
ranging in price from $230,000 to $450,000. The project should be completed in
approximately 5 to 7 years. Grupo Loma, a large and experienced upper end real
estate developer in Mexico City, owns a 50% interest in Inverloma.
OUTLOOK
Even though slower home orders continued throughout the second quarter
and into the third quarter, the rate of decline has lessened recently and
margins continue to improve. If interest rates remain at or near current
levels, the Company should report record earnings for fiscal 1997.
----------------------------------------
-12-
<PAGE> 16
The information contained in this report includes forward looking
statements involving a number of risks and uncertainties. In addition to the
factors discussed, other determinants that could cause actual results to differ
include: increases in interest rates; business conditions; growth in the home
building, financial services, contracting and construction services, and
construction products industries and the economy in general; competitive
factors; and the cost of building materials. These and other factors are
described in the Joint Annual Report on Form 10-K of Centex Corporation and
3333 Holding Corporation and Centex Development Company, L.P., and in the
Annual Report on Form 10-K for Centex Construction Products, Inc., for the
fiscal year ended March 31, 1996. Both reports are filed with the Securities
and Exchange Commission.
-13-
<PAGE> 17
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 25, 1996, Centex held its Annual Meeting of Stockholders. At the
Annual Meeting, Dr. Alan B. Coleman, Juan L. Elek, Clint W. Murchison, III and
Paul R. Seegers were elected as directors to serve for a three-year term until
the 1999 Annual Meeting. Voting results for these nominees are summarized as
follows:
<TABLE>
<CAPTION>
Number of Shares
-----------------------------------------
For Against
------------------ -----------------
<S> <C> <C>
Dr. Alan B. Coleman 22,564,229 927,345
------------------ -----------------
Juan L. Elek 22,558,829 932,745
------------------ -----------------
Clint W. Murchison, III 22,568,629 922,945
------------------ -----------------
Paul R. Seegers 22,128,229 1,363,345
------------------ -----------------
</TABLE>
Additionally, the holders of the Common Stock approved the motion to
increase by 1,500,000 the aggregate number of shares of Centex Common Stock that
may be issued or transferred pursuant to awards under the Centex Corporation
1987 Stock Option Plan, as amended. Voting results are summarized as follows:
12,941,140 Shares FOR
------------
8,680,074 Shares AGAINST
------------
41,182 Shares ABSTAINED
------------
1,892,178 Shares NOT VOTED BY BROKERS
------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K on October 8,
1996 reporting the renewal of its stockholder rights plan.
All other items required under Part II are omitted because they are not
applicable.
-14-
<PAGE> 18
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
November 12, 1996 /s/ David W. Quinn
-------------------------------------------
David W. Quinn
Vice Chairman and
Chief Financial Officer
(principal financial officer)
November 12, 1996 /s/ Michael S. Albright
-------------------------------------------
Michael S. Albright
Vice President - Finance and Administration
(chief accounting officer)
-15-
<PAGE> 19
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.
-16-
<PAGE> 20
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 September 30,
----------------------------------------------------------------------------------------
1996 1995
------------------------------------------ ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
------------ ------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 825 $ 691 $ 445 $8,099 $7,998 $ 470
Costs and Expenses 916 881 346 7,913 7,829 453
------ ------ ------ ------ ------ ------
Earnings (Loss) Before Income Taxes (91) (190) 99 186 169 17
Income Taxes -- -- -- -- -- --
------ ------ ------ ------ ------ ------
Net Earnings (Loss) $ (91) $ (190) $ 99 $ 186 $ 169 $ 17
====== ====== ====== ====== ====== ======
Earnings (Loss) Per Share/Unit
(Average Outstanding Shares,
1,000; Units, 1,000) $ (190) $ 99 $ 169 $ 17
====== ====== ====== ======
</TABLE>
See notes to condensed combining financial statements.
-17-
<PAGE> 21
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 Six Months Ended September 30,
----------------------------------------------------------------------------------------
1996 1995
------------------------------------------ ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
------------ ------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 4,297 $ 4,013 $ 1,024 $ 10,481 $ 10,239 $ 1,081
Costs and Expenses 4,032 4,027 745 10,285 10,258 866
-------- -------- -------- -------- -------- --------
Earnings (Loss) Before Income Taxes 265 (14) 279 196 (19) 215
Income Taxes -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Net Earnings (Loss) $ 265 $ (14) $ 279 $ 196 $ (19) $ 215
======== ======== ======== ======== ======== ========
Earnings (Loss) Per Share/Unit
(Average Outstanding Shares,
1,000; Units, 1,000) $ (14) $ 279 $ (19) $ 215
======== ======== ======== ========
</TABLE>
See notes to condensed combining financial statements.
-18-
<PAGE> 22
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, 1996* March 31, 1996**
------------------------------------------- ----------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
--------- --------------- --------------- ----------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 358 $ 352 $ 6 $ 231 $ 225 $ 6
Accounts Receivable 364 1,418 179 360 448 179
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 -- 7,700 7,700 -- 7,700
Other 2,564 2,564 -- 3,809 3,809 --
Investment in Affiliate -- -- 767 -- -- 767
Investment in Real Estate Joint Venture 242 242 -- 180 180 --
Projects Held for Development & Sale 34,838 34,838 -- 38,506 38,506 --
------- ------- ------- ------- ------- -------
$46,066 $39,414 $ 8,652 $50,786 $43,168 $ 8,652
======= ======= ======= ======= ======= =======
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 2,787 $ 2,619 $ 1,401 $ 2,871 $ 2,558 $ 580
Notes Payable -
Centex Corporation and Subsidiaries 6,500 -- 6,500 7,600 -- 7,600
Other 1,168 1,168 -- 3,326 3,326 --
Land Sale Deposits 357 357 -- -- -- --
------- ------- ------- ------- ------- -------
Total Liabilities 10,812 4,144 7,901 13,797 5,884 8,180
Stockholders' Equity and
Partners' Capital 35,254 35,270 751 36,989 37,284 472
------- ------- ------- ------- ------- -------
$46,066 $39,414 $ 8,652 $50,786 $43,168 $ 8,652
======= ======= ======= ======= ======= =======
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-19-
<PAGE> 23
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 Six Months Ended September 30,
----------------------------------------------------------------------------------------
1996 1995
-------------------------------------------- ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
------------- -------------- ------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Cash Flows - Operating Activities
Net Earnings (Loss) $ 265 $ (14) $ 279 $ 196 $ (19) $ 215
Net Change in Payables, Accruals,
Deposits and Receivables (831) (552) (279) (166) 67 (233)
Decrease (Increase) in Notes Receivable 1,245 1,245 -- (3,237) (3,237) --
Increase in Advances to Joint Venture (62) (62) -- -- -- --
Decrease in Projects Held for
Development and Sale 2,883 2,883 -- 4,661 4,661 --
------- ------- ------- ------- ------- -------
3,500 3,500 -- 1,454 1,472 (18)
------- ------- ------- ------- ------- -------
Cash Flows - Financing Activities
(Decrease) Increase in Notes Payable (1,373) (1,373) -- 2,286 2,286 --
Capital Distributions (2,000) (2,000) -- (3,800) (3,800) --
------- ------- ------- ------- ------- -------
(3,373) (3,373) -- (1,514) (1,514) --
------- ------- ------- ------- ------- -------
Net Increase (Decrease) In Cash 127 127 -- (60) (42) (18)
Cash At Beginning Of Period 231 225 6 1,422 1,403 19
------- ------- ------- ------- ------- -------
Cash At End Of Period $ 358 $ 352 $ 6 $ 1,362 $ 1,361 $ 1
======= ======= ======= ======= ======= =======
</TABLE>
See notes to condensed combining financial statements.
-20-
<PAGE> 24
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(unaudited)
(A) On November 30, 1987, Centex Corporation ("Centex") distributed to a
nominee all of the issued and outstanding shares of common stock of
3333 Holding Corporation ("Holding") and warrants to purchase
approximately 80% of the Class B units of limited partnership interest
in Centex Development Company, L.P. (the "Partnership"). 3333
Development Company ("Development"), a wholly-owned subsidiary of
Holding, serves as general partner of the Partnership. These
securities are held by the nominee on behalf of Centex stockholders
and will trade in tandem with the common stock of Centex until such
time as they are detached.
(B) See Note B to the condensed consolidated financial statements of
Centex Corporation and subsidiaries included elsewhere in this Form
10-Q for supplementary condensed combined financial statements for
Centex Corporation and Subsidiaries, Holding and subsidiary and the
Partnership.
(C) The Partnership sells lots to Centex Real Estate Corporation ("CREC")
pursuant to certain purchase and sale agreements. Revenues from these
sales totaled $2,977,000 and $2,990,000 for the six months ended
September 30, 1996 and 1995, respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Six Months Ended September 30, 1996
------------------------------------------------------------------------------
3333 Holding Corporation
Centex Development Company, L.P. and Subsidiary
----------------------------------- ------------------------------
CLASS B GENERAL LIMITED CAPITAL IN
UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED
COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS
-------- -------- ---------- ---------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1996 $ 36,989 $ 500 $ 767 $ 36,017 $ 1 $ 800 $ (329)
Capital Distributions (2,000) -- -- (2,000) -- -- --
Net Earnings 265 -- -- (14) -- -- 279
-------- ------ ------ --------- ----- ------ -------
BALANCE AT SEPTEMBER 30, $ 35,254 $ 500 $ 767 $ 34,003 $ 1 $ 800 $ (50)
1996 ======== ====== ====== ========= ===== ====== =======
</TABLE>
During the six months ended September 30, 1996, the Partnership made capital
distributions of $2 million to its Limited Partners which are Centex
affiliates.
-21-
<PAGE> 25
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 six months ended September 30,
1996 of $4.3 million included results from the sale of commercial property in
Texas, and residential property in Illinois and New Jersey. Revenues of $10.5
million for the six months ended September 30, 1995 included the sale of
commercial property in Texas and residential property in Florida and New
Jersey. The quarter ended September 30, 1996 reflected a combined net loss of
$91,000 compared to combined net earnings of $186,000 for the same quarter last
year. The decreased earnings relate to the reduction in sales volume in the
quarter ended September 30, 1996 compared to the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended September 30, 1996, the Partnership made
capital distributions of $2 million to its Limited Partners which are Centex
affiliates.
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. Accordingly, the Companies' results of operations will vary
significantly from period to period. 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.
-22-
<PAGE> 26
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 25, 1996, 3333 Holding Corporation held its Annual Meeting of
Stockholders. At the Annual Meeting, J. Stephen Bilheimer, Josiah O. Low, III
and David M. Sherer were elected as directors to serve until the next annual
election. Voting results for these nominees are summarized as follows:
<TABLE>
<CAPTION>
Number of Shares
-----------------------------------
For Against
------------ -------------
<S> <C> <C>
J. Stephen Bilheimer 792 32
------------ -------------
Josiah O. Low, III 792 32
------------ -------------
David M. Sherer 792 32
------------ -------------
</TABLE>
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 September 30, 1996
All other items required under Part II are omitted because they are not
applicable.
-23-
<PAGE> 27
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
November 12, 1996 /s/ J. Stephen Bilheimer
-----------------------------------
J. Stephen Bilheimer
President
November 12, 1996 /s/ Kimberly Pinson
-----------------------------------
Kimberly Pinson
Vice President
(chief accounting officer)
-24-
<PAGE> 28
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
November 12, 1996 /s/ J. Stephen Bilheimer
-----------------------------------
J. Stephen Bilheimer
President
November 12, 1996 /s/ Kimberly Pinson
-----------------------------------
Kimberly Pinson
Vice President
(chief accounting officer)
-25-
<PAGE> 29
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
27.1 Financial Data Schedule
27.2 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CORPORATION'S SEPTEMBER 30, 1996, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000018532
<NAME> CENTEX CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 65,229
<SECURITIES> 0
<RECEIVABLES> 856,661
<ALLOWANCES> 0
<INVENTORY> 1,065,450
<CURRENT-ASSETS> 0
<PP&E> 390,760
<DEPRECIATION> 185,815
<TOTAL-ASSETS> 2,498,420
<CURRENT-LIABILITIES> 0
<BONDS> 223,813
0
0
<COMMON> 7,148
<OTHER-SE> 766,093
<TOTAL-LIABILITY-AND-EQUITY> 2,498,420
<SALES> 1,894,014
<TOTAL-REVENUES> 1,894,014
<CGS> 1,772,633
<TOTAL-COSTS> 1,722,633
<OTHER-EXPENSES> 25,920
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,791
<INCOME-PRETAX> 76,670
<INCOME-TAX> 26,611
<INCOME-CONTINUING> 50,059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,059
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 0.0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING
CORPORATION'S SEPTEMBER 30, 1996, FROM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000818762
<NAME> 3333 HOLDING CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6
<SECURITIES> 0
<RECEIVABLES> 7,879
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,652
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 750
<TOTAL-LIABILITY-AND-EQUITY> 8,652
<SALES> 1,024
<TOTAL-REVENUES> 1,024
<CGS> 745
<TOTAL-COSTS> 745
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 279
<INCOME-TAX> 0
<INCOME-CONTINUING> 279
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 279
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
DEVELOPMENT COMPANY L.P.'S SEPTEMBER 30, 1996, FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000818764
<NAME> CENTEX DEVELOPMENT COMPANY, L. P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 352
<SECURITIES> 0
<RECEIVABLES> 3,982
<ALLOWANCES> 0
<INVENTORY> 34,838
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,414
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 34,770
<TOTAL-LIABILITY-AND-EQUITY> 39,414
<SALES> 4,013
<TOTAL-REVENUES> 4,013
<CGS> 4,027
<TOTAL-COSTS> 4,027
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (14)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14)
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
</TABLE>
