<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, 1996
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, 1996, 28,509,726 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, 1996
CENTEX CORPORATION
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended June 30, 1996 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Cash Flows
for the Three Months Ended June 30, 1996 4
Notes to Condensed Consolidated Financial Statements 5-7
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 8-10
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
-i-
<PAGE> 3
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Combining Financial Statements 13
Condensed Combining Statement of Operations
for the Three Months Ended June 30, 1996 14
Condensed Combining Balance Sheets 15
Condensed Combining Statement of Cash Flows
for the Three Months Ended June 30, 1996 16
Notes to Condensed Combining Financial Statements 17
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 18
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20-21
-ii-
<PAGE> 4
CENTEX CORPORATION
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The condensed consolidated financial statements include the accounts of
Centex Corporation and subsidiaries ("Centex" or the "Company"), and have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
included in the 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,
----------------------------
1996 1995
-------------- ------------
<S> <C> <C>
REVENUES
Home Building $ 529,821 $ 429,306
Investment Real Estate 1,375 -
Financial Services 37,931 25,267
Contracting and Construction Services 262,226 246,377
Construction Products (A) 61,058 -
------------ -----------
892,411 700,950
------------ -----------
COSTS AND EXPENSES
Home Building 500,736 410,781
Investment Real Estate (2,448) -
Financial Services 31,830 23,265
Contracting and Construction Services 261,723 246,334
Construction Products (A) 45,860 (12,064)
Other, net 129 183
Corporate General and Administrative 4,049 3,645
Interest Expense 9,582 9,580
Minority Interest in Construction Products (A) 7,599 6,153
------------ -----------
859,060 687,877
------------ -----------
EARNINGS BEFORE INCOME TAXES 33,351 13,073
Income Taxes 11,532 5,200
------------ -----------
NET EARNINGS $ 21,819 $ 7,873
============ ===========
EARNINGS PER SHARE $ 0.75 $ 0.27
============ ===========
AVERAGE SHARES OUTSTANDING 29,191,955 28,902,755
============ ===========
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
============ ===========
</TABLE>
(A) As a result of Centex Construction Products, Inc.'s (CXP) recent
repurchases of its own stock, Centex's ownership interest in CXP has increased
to 50.8% from 49%. Accordingly, beginning with the quarter ended June 30, 1996,
CXP's financial results are 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 June
30, 1995. Had CXP's revenues been consolidated for the quarter ended June 30,
1995, Centex's consolidated revenues for that quarter would have increased by
$55,104 to $756,054.
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,
1996* 1996** 1996* 1996**
---------------- ------------- --------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 36,066 $ 14,042 $ 33,612 $ 11,897
Receivables -
Residential Mortgage Loans 567,183 629,756 - -
Other 330,019 280,803 309,377 258,661
Affiliates - - - -
Inventories 1,107,505 1,205,450 1,107,505 1,205,450
Investments -
Centex Construction Products, Inc. - 106,504 - 106,504
Centex Development Company, L. P. 34,623 36,866 34,623 36,866
Joint Ventures and Other 4,481 3,804 3,965 3,804
Unconsolidated Subsidiaries - - 46,503 38,366
Property and Equipment, net 210,031 37,139 198,245 25,413
Other Assets -
Deferred Taxes, net 226,823 (16,620) 226,082 (16,085)
Deferred Charges and Other 50,173 22,602 33,125 14,767
----------- ------------- ------------ -----------
$ 2,566,904 $ 2,320,346 $ 1,993,037 $ 1,685,643
=========== ============= ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 650,788 $ 610,671 $ 591,868 $ 550,984
Short-term Debt 730,311 662,267 215,364 87,251
Long-term Debt 221,743 321,002 221,743 321,002
Minority Stockholders' Interest 108,437 3,570 108,437 3,570
Negative Goodwill 110,837 - 110,837 -
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - - - -
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
28,506,126 and 28,425,851 respectively 7,127 7,107 7,127 7,107
Capital in Excess of Par Value 8,352 6,814 8,352 6,814
Retained Earnings 729,309 708,915 729,309 708,915
----------- ------------- ------------ -----------
Total Stockholders' Equity 744,788 722,836 744,788 722,836
----------- ------------- ------------ -----------
$ 2,566,904 $ 2,320,346 $ 1,993,037 $ 1,685,643
=========== ============= ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Financial Services
------------------------------------------
June 30, March 31,
1996* 1996**
------------------- ------------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 2,454 $ 2,145
Receivables -
Residential Mortgage Loans 567,183 629,756
Other 20,642 22,142
Affiliates (921) (1,267)
Inventories - -
Investments -
Centex Construction Products, Inc. - -
Centex Development Company, L. P. - -
Joint Ventures and Other 516 -
Unconsolidated Subsidiaries - -
Property and Equipment, net 11,786 11,726
Other Assets -
Deferred Taxes, net 741 (535)
Deferred Charges and Other 17,048 7,835
------------ -----------
$ 619,449 $ 671,802
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 58,920 $ 59,687
Short-term Debt 514,947 575,016
Long-term Debt - -
Minority Stockholders' Interest - -
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
28,506,126 and 28,425,851 respectively 1 2
Capital in Excess of Par Value 46,575 37,917
Retained Earnings (994) (820)
------------ -----------
Total Stockholders' Equity 45,582 37,099
------------ -----------
$ 619,449 $ 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.
-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,
--------------------------------
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 21,819 $ 7,873
Adjustments -
Depreciation and Amortization 3,093 3,165
Deferred Income Taxes 8,644 (5,768)
Equity in Earnings of CXP, CDC and Joint Ventures (503) (3,764)
Minority Interest in CXP 7,599 -
(Increase) Decrease in Receivables (7,969) 7,888
Decrease (Increase) in Residential Mortgage Loans 62,573 (91,562)
Increase in Inventories (15,355) (17,648)
Decrease in Payables and Accruals (14,910) (17,507)
(Increase) Decrease in Other Assets (24,588) 11
Other, net 9,071 (977)
------------ -----------
49,474 (118,289)
------------ -----------
CASH FLOWS - INVESTING ACTIVITIES
Decrease (Increase) in Advances to Joint Ventures,
Unconsolidated Subsidiaries, and CDC 2,069 (1,370)
Decrease (Increase) in Property and Equipment, net 2,283 (1,672)
Vista - Home Building Combination ($ in millions):
Deferred Taxes, Net ($266.2); Negative Goodwill $114.8;
Decrease in Inventories $140.6; and Increase in Payables
and Accruals $10.8 - -
------------ -----------
4,352 (3,042)
------------ -----------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Debt (31,935) 117,691
Proceeds from Stock Option Exercises 1,558 1,633
Dividends Paid (1,425) (1,408)
------------ -----------
(31,802) 117,916
------------ -----------
NET INCREASE (DECREASE) IN CASH 22,024 (3,415)
CASH AT BEGINNING OF PERIOD 14,042 23,785
------------ -----------
CASH AT END OF PERIOD $ 36,066 $ 20,370
============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 - - - 21,819 21,819
Exercise of Stock Options - 20 1,538 - 1,558
Cash Dividends - - - (1,425) (1,425)
---------- ----------- ---------- ------------- -------------
BALANCE, JUNE 30, 1996 $ - $ 7,127 $ 8,352 $ 729,309 $ 744,788
========== =========== ========== ============= =============
</TABLE>
(B) On November 30, 1987 the Comany 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,
1996 1996*
------------------ ----------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 36,619 $ 14,273
Receivables 900,184 914,549
Inventories 1,144,612 1,244,931
Investments in
Centex Construction Products, Inc. - 106,504
Joint Ventures and Unconsolidated Subsidiaries 4,698 3,984
Property and Equipment, net 210,031 37,139
Other Assets -
Deferred Taxes, net 226,823 (16,620)
Deferred Charges and Other 50,173 22,602
------------ ------------
$ 2,573,140 $ 2,327,362
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 653,919 $ 616,959
Short-term Debt 732,264 665,593
Long-term Debt 221,743 321,002
Minority Stockholders' Interest 108,437 -
Negative Goodwill 110,837 -
Stockholders' Equity 745,940 723,808
------------ ------------
$ 2,573,140 $ 2,327,362
============ ============
</TABLE>
*Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED June 30,
-----------------------------------
1996 1995
--------------- ------------
<S> <C> <C>
Revenues $ 892,583 $ 701,685
Costs and Expenses 859,052 688,414
------------ ------------
Earnings Before Income Taxes 33,531 13,271
Income Taxes 11,532 5,200
------------ ------------
NET EARNINGS $ 21,999 $ 8,071
============ ============
</TABLE>
-6-
<PAGE> 10
NOTES - continued
(C.) In order to assure the future availability of land for its Home
Building operation, the Company has made deposits totaling $12 million
as of June 30, 1996 for options to purchase undeveloped land and
developed lots having a total purchase price of approximately $302
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 $32 million. In addition, the
Company has executed lot purchase contracts with CDC which aggregate
approximately $2 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
----------------------------
6/30/96 6/30/95
--------- ---------
<S> <C> <C>
Total Interest Incurred $ 17,816 $ 15,481
Less Financial Services (8,234) (5,901)
--------- ---------
INTEREST EXPENSE $ 9,582 $ 9,580
========= =========
</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 recent repurchase of its own stock, Centex's
ownership interest in CXP has increased to 50.8% as of June 30, 1996
from 49%. Accordingly, beginning with the quarter ended June 30, 1996,
CXP's financial results are 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 will be amortized to
earnings over approximately seven years.
All investment property operations are being reported through Centex's
new "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.
-7-
<PAGE> 11
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex's consolidated revenues for the quarter were $892 million, a 27%
increase over $701 million for the same quarter last year. Earnings before
income taxes were $33.4 million, 155% higher than $13.1 million last year. Net
earnings were $21.8 million and earnings per share were $.75 for this quarter
compared to $7.9 million and $.27 for the same quarter last year.
HOME BUILDING
The following summarizes Home Building results for the quarter ended June
30, 1996 compared to the quarter ended June 30, 1995 (dollars in millions,
except per unit data):
<TABLE>
<CAPTION>
1996 1995
----------------------------- ------------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 529.8 100.0% $ 429.3 100.0%
Cost of Sales (432.3) (81.6%) (352.9) (82.2%)
Selling, General & Administrative (68.4) (12.9%) (57.9) (13.5%)
---------- ------- -------- -------
Operating Earnings $ 29.1 5.5% $ 18.5 4.3%
---------- ------- ---------- -------
Units Closed 3,095 2,652
Unit Sales Price $ 167,374 $ 160,092
% Change 4.5% 3.5%
Operating Earnings per Unit $ 9,397 $ 6,985
% Change 34.5% (20.0%)
</TABLE>
The operating earnings for the quarter ended June 30, 1996 increased as a
percentage of revenue and on a per unit basis compared to the same period last
year as a result of Centex's emphasis on higher operating efficiencies.
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
will be amortized to earnings over approximately seven years.
All investment property operations are being reported through Centex's new
"Investment Real Estate" business segment which operates under the Vista
Properties Company name.
For the quarter ended June 30, 1996, Investment Real Estate had operating
earnings of $3.8 million.
-8-
<PAGE> 12
FINANCIAL SERVICES
The following summarizes Financial Services' results for the quarter ended
June 30, 1996 compared to the quarter ended June 30, 1995 (dollars in millions):
<TABLE>
<CAPTION>
1996 1995
---------------- ----------------
<S> <C> <C>
Revenues $ 37.9 $ 25.3
---------- ----------
Operating Earnings $ 6.1 $ 2.0
---------- ----------
Origination Volume $ 1,403 $ 1,059
---------- ----------
Number of Loans Originated
Centex-built Homes 2,345 1,736
Non-Centex-built Homes 9,723 7,440
---------- ----------
12,068 9,176
========== ==========
</TABLE>
Although interest rates rose for the current quarter, loan applications
increased 17% to 13,396. The per loan margin for the quarter this year was
$506, a 132% increase over the per loan margin of $218 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 ended June 30, 1996 compared to the quarter ended June 30, 1995
(dollars in millions):
<TABLE>
<CAPTION>
1996 1995
---------------- ----------------
<S> <C> <C>
Revenues $ 262.2 $ 246.4
--------- ---------
Operating Earnings $ .5 $ -
--------- ---------
New Contracts Received $ 277 $ 268
---------- ---------
Backlog of Uncompleted Contracts $ 1,217 $ 1,350
--------- ---------
</TABLE>
Although Contracting and Construction Service's results continued to be
impacted by an intensely competitive environment, the operation reported
operating earnings of $503,000 for the quarter compared to $43,000 for the
same quarter a year ago. Nonresidential construction is improving as the
economy strengthens and profit margins in this group are beginning to improve.
The Contracting and Construction Services operation provided a positive average
net cash flow in excess of Centex's investment in the group of approximately
$58 million during the current quarter and $55 million for the same quarter
last year.
-9-
<PAGE> 13
CONSTRUCTION PRODUCTS
As a result of Centex Construction Products, Inc.'s (CXP) recent repurchases
of its own stock, Centex's ownership interest in CXP has increased to 50.8% as
of June 30, 1996 from 49%. Accordingly, beginning with the June 30, 1996
quarter, CXP's financial results are consolidated with those of Centex and are
reflected in Centex's financial statements.
Revenues from Construction Products were $61.1 million for the current
quarter. CXP's revenues for the same quarter last year, which were not
consolidated with Centex, were $55.1 million. For the quarter this year, CXP's
total operating earnings minus minority interest resulted in pretax earnings of
$7.6 million, net to Centex's ownership interest, a 29% improvement over $5.9
million last year for the same quarter. CXP's results for this year's quarter
resulted from gains in its Cement, Gypsum Wallboard and Concrete operations due
to a continuing strong demand for these products, combined with excellent
production levels at its plants.
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 credit facilities to finance
mortgages which are held during the period while they are being securitized and
readied for delivery against forward sale commitments.
The $100 million of Senior Notes, which matured in May 1996 were replaced by
short-term borrowings under various credit facilities.
The increase in cash of $22.0 million is a result of the consolidation of
CXP's financial statements due to Centex's ownership interest in CXP exceeding
50%. The decrease in residential mortgage loans is offset by the decrease in
debt and the increase in other assets.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
OUTLOOK
The increase in interest rates during the quarter has slowed home orders and
mortgage applications going into the second quarter. But unless interest rates
escalate from current levels, the Company expects financial results for the
balance of fiscal 1997 to be favorable.
-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 Registrant filed no reports on Form 8-K during the
quarter ended June 30, 1996.
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 12, 1996 /s/ David W. Quinn
----------------------------------------------
David W. Quinn
Vice Chairman and
Chief Financial Officer
(principal financial officer)
August 12, 1996 /s/ Michael S. Albright
----------------------------------------------
Michael S. Albright
Vice President - Finance and Administration
(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,
-------------------------------------------------------------------------------------
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 $ 3,472 $ 3,322 $ 579 $ 2,382 $ 2,241 $ 611
Costs and Expenses 3,116 3,146 399 2,372 2,429 413
--------- ---------- ------ ------- ------- -------
Earnings (Loss) Before Income Taxes 356 176 180 10 (188) 198
Income Taxes -- -- -- -- -- --
--------- ---------- ------ ------- ------- -------
NET EARNINGS (LOSS) $ 356 $ 176 $ 180 $ 10 $ (188) $ 198
========= ========== ====== ======= ======= =======
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 176 $ 180 $ (188) $ 198
========== ====== ======= =======
</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, 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 $ 553 $ 550 $ 3 $ 231 $ 225 $ 6
Accounts Receivable 379 1,473 178 360 448 179
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 2,781 2,781 - 3,809 3,809 -
Investment in Affiliate - - 767 - - 767
Investment in Real Estate Joint Venture 217 217 - 180 180 -
Projects Held for Development & Sale 35,952 35,952 - 38,506 38,506 -
--------- ---------- --------- ---------- ----------- --------
$ 47,582 $ 40,973 $ 8,648 $ 50,786 $ 43,168 $ 8,652
========= ========== ========= ========== =========== ========
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 2,817 $ 2,593 $ 1,496 $ 2,871 $ 2,558 $ 580
Notes Payable -
Centex Corporation and Subsidiaries 6,500 - 6,500 7,600 - 7,600
Other 1,953 1,953 - 3,326 3,326 -
Land Sale Deposits 467 467 - - - -
--------- ---------- --------- ---------- ----------- --------
Total Liabilities 11,737 5,013 7,996 13,797 5,884 8,180
Stockholders' Equity and
Partners' Capital 35,845 35,960 652 36,989 37,284 472
--------- ---------- --------- ---------- ----------- --------
$ 47,582 $ 40,973 $ 8,648 $ 50,786 $ 43,168 $ 8,652
========= ========== ========= ========== =========== ========
</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,
---------------------------------------------------------------------------------------
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) $ 356 $ 176 $ 180 $ 10 $ (188) $ 198
Net Change in Payables, Accruals,
Deposits and Receivables (706) (523) (183) (96) 120 (216)
Decrease (Increase) in Notes Receivable 1,028 1,028 - (617) (617) -
Increase in Advances to Joint Venture (37) (37) - - - -
Decrease (Increase) in Projects Held
for Development and Sale 2,554 2,554 - (13) (13) -
-------- --------- --------- -------- --------- ---------
3,195 3,198 (3) (716) (698) (18)
-------- --------- --------- -------- --------- ---------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Notes Payable (1,373) (1,373) - 1,658 1,658 -
Capital Distributions (1,500) (1,500) - - - -
-------- --------- --------- -------- --------- ---------
(2,873) (2,873) - 1,658 1,658 -
-------- --------- --------- -------- --------- ---------
NET INCREASE (DECREASE) IN CASH 322 325 (3) 942 960 (18)
CASH AT BEGINNING OF PERIOD 231 225 6 1,422 1,403 19
-------- --------- --------- -------- --------- ---------
CASH AT END OF PERIOD $ 553 $ 550 $ 3 $ 2,364 $ 2,363 $ 1
======== ========= ========= ======== ========= =========
</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, 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 $2,908,000 and $1,165,000 for the three months ended June
30, 1996 and 1995 respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Three Months Ended June 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 (1,500) - - (1,500) - - -
Net Earnings 356 - - 176 - - 180
-------- -------- -------- --------- ------ --------- --------
BALANCE AT JUNE 30, 1996 $ 35,845 $ 500 $ 767 $ 34,693 $ 1 $ 800 $ (149)
======== ======== ======== ========= ====== ========= ========
</TABLE>
During the quarter ended June 30, 1996, the Partnership made capital
distributions of $1.5 million to CREC.
-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, 1996 of
$3.5 million included results from the sale of residential property in Illinois
and New Jersey. Revenues of $2.4 million for the quarter ended June 30, 1995
included the sale of commercial property in Texas and residential property in
Florida and New Jersey. The quarter ended June 30, 1996 reflected combined net
earnings of $356,000, compared to $10,000 for the same quarter last year. The
improvement in earnings relates to the higher gross margin on real estate sales
for the quarter ended June 30, 1996 compared to the same quarter last year.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended June 30, 1996, the Partnership made a capital
distribution of $1.5 million to CREC.
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, 1996
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 12, 1996 /s/ J. Stephen Bilheimer
----------------------------------------------
J. Stephen Bilheimer
President
August 12, 1996 /s/ Kimberly Pinson
----------------------------------------------
Kimberly Pinson
Vice President
(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 12, 1996 /s/ J. Stephen Bilheimer
----------------------------------------------
J. Stephen Bilheimer
President
August 12, 1996 /s/ Kimberly Pinson
----------------------------------------------
Kimberly Pinson
Vice President
(chief accounting officer)
-21-
<PAGE> 25
EXHIBIT INDEX
Exhibit
No. 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 JUNE 30, 1996, FORM 10-K 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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 36,066
<SECURITIES> 0
<RECEIVABLES> 897,202
<ALLOWANCES> 0
<INVENTORY> 1,107,505
<CURRENT-ASSETS> 0
<PP&E> 391,206
<DEPRECIATION> 181,175
<TOTAL-ASSETS> 2,566,904
<CURRENT-LIABILITIES> 0
<BONDS> 221,743
<COMMON> 7,127
0
0
<OTHER-SE> 737,661
<TOTAL-LIABILITY-AND-EQUITY> 2,566,904
<SALES> 892,411
<TOTAL-REVENUES> 892,411
<CGS> 837,830
<TOTAL-COSTS> 837,830
<OTHER-EXPENSES> 11,648
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,582
<INCOME-PRETAX> 33,351
<INCOME-TAX> 11,532
<INCOME-CONTINUING> 21,819
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,819
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING
CORPORATION'S JUNE 30, 1996, FORM 10-K 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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 7,878
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,648
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 651
<TOTAL-LIABILITY-AND-EQUITY> 9,648
<SALES> 579
<TOTAL-REVENUES> 579
<CGS> 399
<TOTAL-COSTS> 399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 180
<INCOME-TAX> 0
<INCOME-CONTINUING> 180
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 180
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
DEVELOPMENT COMPANY L.P.'S JUNE 30, 1996, FORM 10-K 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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 550
<SECURITIES> 0
<RECEIVABLES> 4,254
<ALLOWANCES> 0
<INVENTORY> 35,952
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 40,973
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 500
0
0
<OTHER-SE> 35,460
<TOTAL-LIABILITY-AND-EQUITY> 40,973
<SALES> 3,322
<TOTAL-REVENUES> 3,322
<CGS> 3,146
<TOTAL-COSTS> 3,146
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 176
<INCOME-TAX> 0
<INCOME-CONTINUING> 176
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 176
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
