centex CTX-Transcript-2008-04-01T15-00

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centex CTX-Transcript-2008-04-01T15-00

  1. 1. FINAL TRANSCRIPT CTX - Centex Sells Portfolio of Properties Event Date/Time: Apr. 01. 2008 / 11:00AM ET www.streetevents.com Contact Us © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  2. 2. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties CORPORATE PARTICIPANTS Tim Eller Centex Corporation - Chairman and CEO Cathy Smith Centex Corporation - Chief Financial Officer CONFERENCE CALL PARTICIPANTS Buck Horne Raymond James - Analyst Dennis McGill Zelman & Associates - Analyst Stephen East Pali Capital - Analyst Susan Berliner Bear Stearns - Analyst Michael Rehaut JPMorgan - Analyst David Goldberg UBS - Analyst Carl Reichardt Wachovia Securities - Analyst Alex Barron Agency Trading - Analyst Jim Wilson JMP Securities - Analyst Jay McCanless FTN Midwest - Analyst Andrew Brausa Banc of America Securities - Analyst Stephen Kim Alpine - Analyst Randy Raisman Durham Asset - Analyst Stuart Jones Goodman Properties - Analyst PRESENTATION Operator Good morning, and welcome to Centex Corporation Conference call with senior management. Today's call will be recorded and transcribed. Today's call also will be simultaneously webcast at ir.centex.com. A transcript of today's discussion will be available on that website following the conference. www.streetevents.com Contact Us 1 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  3. 3. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Centex wishes to emphasize to everyone listening on the call and via the internet that certain statements made during the course of this call are forward-looking. These statements are not guaranteed for future performance, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those discussed during the call. For further information regarding these risks and uncertainties and Centex's forward-looking statement, please refer to the forward-looking statement disclosure in the news release, and to Centex's report on Form 10-K and 10-Q, filed with the SEC. All participants will be in a listen only mode. There will be a question and answer session after management's remarks. (OPERATOR INSTRUCTIONS) If you have additional questions following today's call, please contact Matt Moyer, Vice President of Investor Relations at 214-981-5000. I'll now turn the call over to Tim Eller, Chairman and CEO. Please go ahead, sir. Tim Eller - Centex Corporation - Chairman and CEO Thank you, Luanne. Good morning, everyone. Thanks for joining us for today's conference call to discuss the land transaction we closed and announced yesterday. With me this morning are Cathy Smith, our Chief Financial Officer, Mark Kemp, our Chief Accounting Officer and Matt Moyer, head of Investor Relations. The purpose of our call this morning is to provide you with additional information about the announcement. We will not provide any commentary or guidance about the fourth quarter results at this time. We'll discuss our results of the quarter and for fiscal year 2008 during our earnings conference call later this month. So, let's start today's discussion with an overview of the transaction and provide some additional thoughts about how it fits with our strategy, then we'll address your questions. As we announced, Centex has sold and closed a portfolio of properties to a joint venture led by RSF Partners, that includes funding from Farallon Capital Management and Greenfield Partners. The sale will generate aggregate cash of approximately $455 million for Centex. That includes the sales price of $161 million, and an anticipated tax refund of about $294 million. In recent quarters, we followed a consistent strategy, achieved operational excellence by focusing on our core strength of building homes. This transaction supports that strategy. The sale generates cash, shortens our land position, and accelerates our move to a more asset-light operating model. This transaction further sharpens our focus on strategic markets and consumer segments, reduces future spending obligations for land development, and accelerates the conversion of a meaningful portion of our deferred tax assets to cash. While these properties were good assets, the strategic rational made this the right transaction at this time. This sale was designed for a specific purpose at this specific point in time. The discount that you noted is a result of making a deliberate business decision, involving non-core assets in a bulk sale within our fiscal year. This is a good outcome for Centex, considering the broader financial context. Here are the details. We sold a variety of properties from 27 locations in 11 states. About half the properties are located in California and Nevada. Assets in the portfolio included a mix of undeveloped land, partially developed land, finished lots and one multi-story condo project under construction. Altogether, these assets were expected to yield about 8,500 total lots. The transaction reduced our overall lot position by about 10%. The firms in the joint venture are experienced financial partners, who funded this transaction without debt. We'll be www.streetevents.com Contact Us 2 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  4. 4. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties assisting the joint venture with certain aspects of the transition for the next few months as they get their operations up and running. It's important to emphasize that Centex is not a managing partner of the joint venture, nor will Centex be a party in the joint venture's future debt or other obligations. We made a 5% investment in the venture, and will receive our greater share of the distributions if the venture meets certain financial targets. Centex also has options to buy a small portion of lots from the venture, about 350 to be exact. These options meet our hurdle rates for new investment, as well as any future purchases from the venture. As I said at the beginning, in this transaction, we sold assets with a book value of about $528 million for about $455 million in cash. This includes the realization of the related deferred tax assets. We expect the transaction to qualify predominantly as a sale under both GAAP and tax rules. We should receive the tax refund during the June quarter. The cash flow from this transaction is in addition to our previous guidance about cash flow for the quarter. Looking ahead, because many of these properties are not yet developed, or are only partially developed, we're also conserving about $265 million of cash related to future land development costs. I'd like to emphasize that we're taking decisive actions to ensure that Centex emerges from this cycle in a stronger competitive position. Yesterday, we announced an agreement to sell our pest management business to Rollins, Inc. for about $137 million in cash. Rollins is one of the largest pest management companies in the United States, well known for its Orkin brand. That transaction is expected to close and fund later this month. These and other actions are being taken to build a better, more efficient Centex. And now, we'll address your questions. Luanne? QUESTIONS AND ANSWERS Operator (OPERATOR INSTRUCTIONS) Please remember that in the interest of time we must limit everyone to one question and one follow-up question. (OPERATOR INSTRUCTIONS) Operator And our first question comes from Buck Horne with Raymond James. Buck Horne - Raymond James - Analyst Hi, good morning. Tim Eller - Centex Corporation - Chairman and CEO Morning. www.streetevents.com Contact Us 3 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  5. 5. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Buck Horne - Raymond James - Analyst Were you able to reverse any previously reserved deferred tax assets with the sale? Cathy Smith - Centex Corporation - Chief Financial Officer No, actually that evaluation is not currently finished as we're still closing the quarter, but I don't believe we anticipate doing that. Buck Horne - Raymond James - Analyst Okay. Could you comment maybe a little more specifically on exactly which markets some of the communities are in, and also what percentage of the lots were fully developed versus kind of the undeveloped or partially developed lots? Cathy Smith - Centex Corporation - Chief Financial Officer This is Cathy Smith. As we said in the conference call, the majority of the assets were in California, Nevada about half, and the rest of them were really spread around the United States with no concentration that's specific. And then with regards to developed and undeveloped, it really is a mixture throughout those properties. These are all properties we're currently selling in, maybe in the developed portion, but there are still a large amount that still needs to be developed in many of them. But at the end of the day, it does allow us to not have to continue that development spend, which is really important. Buck Horne - Raymond James - Analyst Okay. Just one other one, if I could. On the sale of the pest control business, what was the total book basis of the pest control business? Cathy Smith - Centex Corporation - Chief Financial Officer We'll provide that additional information as we complete our quarter, for now, suffice it to say as our press release did, that we sold it for $137 million. Buck Horne - Raymond James - Analyst Okay, thank you. Operator Your next question comes from Ivy Zelman with Zelman & Associates. Dennis McGill - Zelman & Associates - Analyst Hi guys, it's actually Dennis on for Ivy. My first question there, Cathy did you -- just want to make sure I got that right, all these communities would have been in the active community count as of the last quarter? www.streetevents.com Contact Us 4 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  6. 6. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Cathy Smith - Centex Corporation - Chief Financial Officer Yes, they would've been. Dennis McGill - Zelman & Associates - Analyst Okay. And were you able to free up any other deferred tax assets that you'd expect a refund on in the first quarter? Or, is this the only -- the 294 all that you're expecting back? Cathy Smith - Centex Corporation - Chief Financial Officer No, as you can imagine -- and Tim eluted you in his opening remarks, we have continued to pursue one-off transactions, as well as just selling homes in neighborhoods that were previously impaired, all of those would allow us to release some deferred tax assets. Dennis McGill - Zelman & Associates - Analyst Any guidance on what that may be now, or are you waiting until you wrap up the quarter? Cathy Smith - Centex Corporation - Chief Financial Officer We're waiting until we wrap up the quarter, we just finished yesterday, so --. Dennis McGill - Zelman & Associates - Analyst Okay. And then the only other thing, realizing you've got a lot of cash coming in the door through these various pieces and you have some maturities coming due, with some being later in the year, would you look to retire some debt early and buy it in the public markets, or are you more likely to sit on that cash? Cathy Smith - Centex Corporation - Chief Financial Officer Having cash right now is just a good thing to do, so being prudent and having it is a good thing. Our only maturity this year is actually in August, so we have some time. We have $150 million in some senior notes, so we'll continue to evaluate our uses of that cash as we proceed. Dennis McGill - Zelman & Associates - Analyst Okay. All right. That's it for now, thank you. Operator Your next question comes from Stephen East with Pali Capital. www.streetevents.com Contact Us 5 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  7. 7. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Stephen East - Pali Capital - Analyst Good morning. I would think maybe this is addressed to Cathy. If you look at the book value of 528 versus the sales price of 161, big difference there, and I guess I was surprised by that delta nearly three times, given that you all probably knew that these were going to be put up for sale, can you explain sort of the thought process going on there? Cathy Smith - Centex Corporation - Chief Financial Officer Yes. Good morning, Stephen. The book value, first of all, as you know with our normal impairment analysis, we would continue to evaluate every single asset, every quarter, and so it turns out these assets actually would have taken -- some of these assets would have taken additional impairment this last quarter as those markets continue to see some change. That said, I don't know that we would've said we would've known they were going to be up for sale. We do evaluate every one of our assets, all active and inactive in 1,050 neighborhoods every single quarter. So I guess I can't say whether or not we're anticipating selling them and, or any difference in our impairment or our book value analysis, because we would treat all assets the exact same way, and we are even those assets this quarter. Stephen East - Pali Capital - Analyst Okay. And now -- in what impairment charge could we expect to associate with this transaction? Is it going to be the full 367 or some lesser amount? Cathy Smith - Centex Corporation - Chief Financial Officer Yes. At the end of the day, the full impact to the books would be that amount. Some of it we would record under impairment charges, some of it will be recorded under loss on sale, and we're still working through those details, but it's kind of in the $50 million-ish range, around the impairment. Tim Eller - Centex Corporation - Chairman and CEO Just to make it clear, Stephen, we would've impaired these assets an additional $50 million this quarter, which would result in about $478 million of book value, for which we are realizing $455 million in cash. Stephen East - Pali Capital - Analyst Okay. Thank you. Operator Our next question comes from Susan Berliner with Bear Stearns. Susan Berliner - Bear Stearns - Analyst Hi. Good morning. I'm assuming that all the other one-off businesses after the pest control are -- there's nothing else left to sell? www.streetevents.com Contact Us 6 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  8. 8. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Tim Eller - Centex Corporation - Chairman and CEO I think that's fair to say, Sue. We've pretty much accomplished our mission. Susan Berliner - Bear Stearns - Analyst Okay, great. And then my second question is -- Cathy I know you filed an 8-K with your bank amendment, I was wondering if you could give a little detail -- I think the size was decreased. I was wondering if you -- if any sort of cash component was included as well on the availability, and if your full availability is available. Cathy Smith - Centex Corporation - Chief Financial Officer Yes. We do have full availability subject to a volume base. And the details of that were actually filed as part of the credit agreement as well, so you can see that. We did reduce the facility, as you said down to $1.350 billion. Susan Berliner - Bear Stearns - Analyst Okay. Thank you. Operator Your next question comes from Michael Rehaut with JPMorgan. Michael Rehaut - JPMorgan - Analyst Thanks. Good morning. Cathy Smith - Centex Corporation - Chief Financial Officer Good morning. Michael Rehaut - JPMorgan - Analyst I just had a question about how this fits into your larger strategy of possibly monetizing assets. We had heard that you are actually perhaps trying to sell a larger portion of land, can we expect further types of these transactions going down the line? Or, since this is really the -- you wanted to do this by year end to utilize the tax loss or cash tax refund, then that -- we might not see this type of similar size transaction going forward. Tim Eller - Centex Corporation - Chairman and CEO Well, it's impossible to really predict the future right now in terms of what we might or might not do, but there was a specific intent on this transaction, and you're absolutely right, it was to accomplish this by the end of our fiscal year to monetize a significant sizable portion of our deferred tax assets. So as we look into the future we still would seek to pair back our land position, we're doing that in a couple of ways. We're certainly continuing to sell homes, in doing that, we're generating cash. We're continuing to sell properties one-off -- kind of www.streetevents.com Contact Us 7 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  9. 9. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties one to one negotiated basis in local markets, and of course, we did this transaction. I would not expect at this time nor are we seeking at this time to do additional bulk sales. Michael Rehaut - JPMorgan - Analyst Okay. Thank you. And one other question on the transaction itself, the -- can you give us any idea of -- you mentioned the press release, a greater share of distribution that certain return hurdles were met, can you give us an idea of what those return hurdles might be, or what amount of excess above those return hurdles would you receive as part of the deal? Tim Eller - Centex Corporation - Chairman and CEO That has not been disclosed as part of the transaction, but we do have an incentive along with our partners to make this venture work and make it as profitable as possible, so we're -- our interest are aligned in that sense. Michael Rehaut - JPMorgan - Analyst And, I'm sorry, just one last question on that. Who would be the day-to-day manager of the venture then? Tim Eller - Centex Corporation - Chairman and CEO I'd refer you to RSF Partners. Michael Rehaut - JPMorgan - Analyst Okay. Thank you. Operator Our next question comes from David Goldberg with UBS. David Goldberg - UBS - Analyst Good afternoon. Tim Eller - Centex Corporation - Chairman and CEO Hi, David. David Goldberg - UBS - Analyst I guess a quick question, kind of following up on the prior question about the difference between the impaired value on even after the $50 million on future impairment versus what it was sold at. Is the discrepancy that big? Or, is there a way to kind of generally characterize what's left on the balance sheet -- what kind of discrepancy you would see between the levels that you impair your assets to, versus what you think you might get on a sale in the market? www.streetevents.com Contact Us 8 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  10. 10. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Cathy Smith - Centex Corporation - Chief Financial Officer No. David, they're really not a fair comparison. Our value -- our assets are valued appropriately at the end of every quarter, and we do that evaluation through a very consistent methodology that we applied for -- gosh, eight quarters or so now, so under the intended purpose our assets are valued every quarter. This is a specific transaction that was time bound, it was a bulk sale of non-strategic assets. And so, that would allow for the valuation that you're seeing in this transaction, but you can't really extrapolate that to any other assets in our portfolio. David Goldberg - UBS - Analyst Do you ever think about what the spread might be between impaired value versus sale values, as the portfolio? Do you have any way to kind of characterize that, because there should be some delta, right, there should be some difference? Cathy Smith - Centex Corporation - Chief Financial Officer Again, our assets are appropriately valued for our intended purpose, for -- to continue to build homes on them. So, when you talk about a spread, the only thing that might make sense to me is that someone's going to make a profit in there if you put an intermediary between the home builder. That would be the only thing on a today basis, but again this transaction is valued for this specific transaction. I wouldn't necessarily say it applies or it does not apply, actually, to the rest of our assets. And again, these are non-strategic assets and it allows us to monetize deferred tax asset and get some really good cash. Tim Eller - Centex Corporation - Chairman and CEO Yes, you really have to look at this, as Cathy mentioned this, kind of a time bound transaction, we were focused on getting something done by the end of the fiscal year, on a basis that would monetize a significant portion of our deferred tax assets and that's how you really have to look at this one. David Goldberg - UBS - Analyst And then if I could just get a quick follow-up. As you move to the asset-light model, do you kind of have a target for where you think inventory turn [is] going to go? And, where you think you can be in the industry when you don't -- when you're moving to more of an [adjusted] time land model? Tim Eller - Centex Corporation - Chairman and CEO Yes, good question. Historically, Centex has been two and a half time inventory turn, so we would seek to be at least that, perhaps more. David Goldberg - UBS - Analyst Okay. Great. www.streetevents.com Contact Us 9 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  11. 11. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Operator Our next question comes from Carl Reichardt with Wachovia Securities. Carl Reichardt - Wachovia Securities - Analyst Hi, guys. How are you? Cathy Smith - Centex Corporation - Chief Financial Officer Good morning, Carl. Carl Reichardt - Wachovia Securities - Analyst Could you tell me -- Tim, does this result in you -- forgetting about the 5% carried interest, does this result in you wholesale exiting any metropolitan areas, and if not, which ones were shrunk the most? Tim Eller - Centex Corporation - Chairman and CEO Well, the bulk -- half the assets were in California and Nevada, and I think it's just more of a reflection of our asset position there where we're longer than we would like, so no, the answer is this is not a wholesale exit of markets, but it's a pairing back in our longer positions. We have four year supply -- or we had a four year supply of lots, we now, I think, be closer to three, but they weren't evenly distributed across the U.S. and some were concentrated in other places. Another state in which some of these assets were sold is Florida, so it pares back our position there as well. Carl Reichardt - Wachovia Securities - Analyst All right, and is there any -- besides the one property where you have an option back, are there any write-up first refusals or any put option in the future by the venture back to you on any of the parcels going forward Tim Eller - Centex Corporation - Chairman and CEO Not at all. No obligations whatsoever, other than the 350 lots we have under option, and those are strictly options. Cathy Smith - Centex Corporation - Chief Financial Officer And Carl, for clarity, those are actually across several properties, not just one. The 350 options are spread across several properties. Carl Reichardt - Wachovia Securities - Analyst Okay. All right. Thanks very much, guys. www.streetevents.com Contact Us 10 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  12. 12. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Tim Eller - Centex Corporation - Chairman and CEO Thanks, Carl. Operator Your next question comes from Alex Barron with Agency Trading. Alex Barron - Agency Trading - Analyst Hey. Good morning, Tim. Good morning, Cathy. Cathy Smith - Centex Corporation - Chief Financial Officer How are you? Alex Barron - Agency Trading - Analyst I wanted to ask you -- can you help me understand how does this portfolio of land -- how is it different, I guess, than the rest of your portfolio? Would you characterize it as kind of quot;Bquot; and quot;Cquot; properties, are they newer, are they less developed, how is it different? Tim Eller - Centex Corporation - Chairman and CEO I think the best way to characterize it is these weren't strategic for us as we look towards the future in terms of the markets we're going to participate in and the customer segments that we're going to focus on. So, in that sense -- and they also had a deferred tax asset they had previous -- in other words, they had been previously impaired. So, just putting all that together is was just a way for us to monetize the meaningful portion of our tax assets, as well as accelerate our move to a more asset-light model. Alex Barron - Agency Trading - Analyst Okay. Got it. And how are these assets I guess classified on your balance sheet with your inventory lines? Were they part of the work under progress land, or land held for sell, or just kind of a mixture of everything? Cathy Smith - Centex Corporation - Chief Financial Officer No, it would have been predominately the land not held for sale, because most of these we're actively selling in. And then, there was one asset which Tim eluted to in his comments that was -- that would've been in WIP, but that would've been it. Alex Barron - Agency Trading - Analyst Okay. Thanks a lot. www.streetevents.com Contact Us 11 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  13. 13. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Operator Your next question comes from Jim Wilson with JMP Securities. Jim Wilson - JMP Securities - Analyst Thanks. Good morning. I missed the first part. I was just wondering, did you note or could you note what the original carrying value of these assets were? I was just trying to figure out how much to date they've already been impaired. Cathy Smith - Centex Corporation - Chief Financial Officer No, Jim. You can do the math -- I'm sorry, I may have gotten your name wrong. You can do that math kind of yourself if you just reverse engineer what we're going to get as a tax refund. However, I would caution you that's not necessarily germane. If you think about the amount that we invested in the original acquisition and any land development, we've made consistent transactions through time either buying or selling as homes on those lands or something. So, I would actually say it's probably not -- we didn't consider it germane to this discussion ourselves, however, you can reverse engineer that. Tim Eller - Centex Corporation - Chairman and CEO But it doesn't necessarily reflect our acquisition price of those assets, because they're all active assets under development. Jim Wilson - JMP Securities - Analyst Sure, that makes sense. Yes. And then, I guess -- was [just wondering this] -- I think Mike might have sort of referenced to it, but was this bulk sale considered or ever considered originally marketed as a larger pool than what you ended up selling, and if so how much? Cathy Smith - Centex Corporation - Chief Financial Officer This is the only transaction that we've been working on and we did bring it to fruition. I know there's been a lot of rumors out there, and we get a lot of those calls as well, but I can pretty [suredly] tell you that this is really the only transaction we worked on. Jim Wilson - JMP Securities - Analyst Okay. All right. Great, thanks. Operator Your next question comes from Jay McCanless with FTN Midwest. Jay McCanless - FTN Midwest - Analyst Hey. Good morning. Two questions, the first one, with all the cash that's coming in now, what -- or what is your thinking in terms of the target maybe net debt-to-cap or debt-to-cap ratio going for the rest of the year? www.streetevents.com Contact Us 12 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  14. 14. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Cathy Smith - Centex Corporation - Chief Financial Officer Well, throughout this year, it's going to take a little bit of time through our fiscal year '09 to continue to bring that down. We haven't really provided any guidance into '09 at this point, and we're still considering if we're going to or not in the future. You can -- suffice it to say that having cash flow is one of our strategies, and generating cash consistently is one of our strategies, and then we'll continue to balance with what we do with that cash between our debt-to-cap, our net debt-to-cap and paying down the debt, as well as continue to evaluate new opportunities which we're starting to see in bits and pieces, as well as we'll continue to evaluate share repurchase. We'll look at all those options. Jay McCanless - FTN Midwest - Analyst Okay. And then on the credit agreement, does today's sale put you in a more favorable position with the credit agreement, or was the credit agreement written with the sale terms already pretty much put in stone? Cathy Smith - Centex Corporation - Chief Financial Officer The credit agreement was written contemplating the transaction. Jay McCanless - FTN Midwest - Analyst Okay. Thank you. Operator Your next question comes from Andrew Brausa with Banc of American Securities. Andrew Brausa - Banc of America Securities - Analyst Looking at -- speaking of credit agreement, obviously the minimum tangible net worth is now set at $2.4 billion, it looks like your current, as of your last recorded quarter, tangible net worth is about $3 billion, given the implied certain charges that you took as part of the sale, and presumably some level of charges from just operating. Is there any concern that you might have to revisit the banks in a couple quarters, and are you comfortable with the cushion that's in the new agreement? Cathy Smith - Centex Corporation - Chief Financial Officer We're not anticipating having to visit the banks again. We tried to contemplate everything we knew as we negotiated the change -- the credit agreement. Andrew Brausa - Banc of America Securities - Analyst Thanks. www.streetevents.com Contact Us 13 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  15. 15. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Operator Your next question comes from Stephen East with Pali Capital. Stephen East - Pali Capital - Analyst Tim, can you just -- as you all went through the quarter trying to sell this land, can you just sort of give us your take on what's going on in the land market, whether you're seeing a continual deterioration, was -- is the log jam between buyers and sellers starting to break free, or just sort of the whole nine-yards around it? Tim Eller - Centex Corporation - Chairman and CEO I'll reserve most of my comments for our conference -- our earnings conference call, Stephen. But we're not seeing much yet -- nothings really changed from our last conference call, we're not seeing much yet in the way of land transactions coming to market so there's not a big market in land [yet]. As I said then, I think that will happen in the latter half of this calendar year. I think we'll start to see a lot of land activity from the banks, particularly the latter half of this year. Frankly, that was another incentive for us to kind of get something done here, as well as the end of our fiscal year in the tax asset, because I think there will be a lot of land coming to market later this year. Stephen East - Pali Capital - Analyst Okay. Thanks. Operator Our next question comes from Stephen Kim with Alpine. Stephen Kim - Alpine - Analyst Hey, guys. Tim Eller - Centex Corporation - Chairman and CEO Hey, Stephen. Stephen Kim - Alpine - Analyst Hi, Tim. Two quick questions for you. One, can you give us a sense for -- were there multiple parties interested in this parcel, and how long you kind of were working on selling this? Tim Eller - Centex Corporation - Chairman and CEO Well, this was an auction process that was jointly run by Goldman Sachs and JPMorgan Chase, so we did go through an auction process and there are multiple parties that were initially interested. And we are very happy with our partners in this transaction, RSF, Farallon and Greenfield. And so, it was a good process. www.streetevents.com Contact Us 14 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  16. 16. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Stephen Kim - Alpine - Analyst Okay, and then second question I have for you related to the parcel themselves, were there any parcels in here where you had a material opportunity to increase the number of units in the parcel that there are currently zoned for? Tim Eller - Centex Corporation - Chairman and CEO There may be with these -- were really slated for 8,500 lots, but there could be some possibility that they could be renegotiated with local authorities and that amount increased. Stephen Kim - Alpine - Analyst Okay. Great. Thank you very much. Tim Eller - Centex Corporation - Chairman and CEO Okay. Cathy Smith - Centex Corporation - Chief Financial Officer Thanks, Stephen. Operator Your next question comes from Ivy Zelman with Zelman & Associates. Dennis McGill - Zelman & Associates - Analyst Hey, guys. Just had one quick follow-up. Were there any markets that you completely exited with the sale? Tim Eller - Centex Corporation - Chairman and CEO No. But we did lighten up in some that aren't going to be strategic for us in the future and facilitates our exit at a future date. Dennis McGill - Zelman & Associates - Analyst Can you talk about those? Tim Eller - Centex Corporation - Chairman and CEO We may talk about them in our earnings conference call. Dennis McGill - Zelman & Associates - Analyst Okay. All right, thanks. www.streetevents.com Contact Us 15 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  17. 17. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Tim Eller - Centex Corporation - Chairman and CEO Okay. Operator Your next question comes from Randy Raisman with Durham Asset. Randy Raisman - Durham Asset - Analyst Hey, I just want to confirm that I'm doing all the math here properly. So just take the -- is the right way to look at this, is just take the 161 of sale price and gross it up for your 5% interest, so you get to 169.5, and then as a percentage of the $528 million of book value, that would be around $0.32 on the dollar. Is that the right way to think about this? Cathy Smith - Centex Corporation - Chief Financial Officer Actually, the 161 is already at gross, that's gross proceeds before the investment. So that's already grossed --. Randy Raisman - Durham Asset - Analyst So the 161 is already grossed up? Cathy Smith - Centex Corporation - Chief Financial Officer Right. Randy Raisman - Durham Asset - Analyst Okay. And then just --also wanted to confirm one other thing. As we look forward, is it safe to assume now that going forward there will be less opportunities to do tax driven transactions, just -- this kind of then you hit sort of the two year back window, and now going forward you don't have earnings that you can put losses against. Is that the right way to think about this? Cathy Smith - Centex Corporation - Chief Financial Officer Yes, no actually, we still have another year, so we just completed this fiscal year which would let us access last year's taxes paid, but we still have one year prior to that. So we have one more full year in front of us. Randy Raisman - Durham Asset - Analyst Okay. And how big of a pool of taxes paid does that give you to work against? Cathy Smith - Centex Corporation - Chief Financial Officer About $300 million. It would've been two years ago, last year was twice that. www.streetevents.com Contact Us 16 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  18. 18. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Randy Raisman - Durham Asset - Analyst Okay. Thank you very much. Operator And your final question comes from [Stuart Jones] with Goodman Properties. Stuart Jones - Goodman Properties - Analyst Yes, I just got two quick questions. You were talking about a color -- a little bit of background color on the auction process, I didn't get what you said in terms of what the time frame was for that elapsed. Was that something that started in January or February of this year? Tim Eller - Centex Corporation - Chairman and CEO The auction process was really run over the last few months. Stuart Jones - Goodman Properties - Analyst Okay. And then secondly, you thought that you were paring back out of certain markets, but not necessarily exiting any of the markets. And just doing back the envelope, I'm coming up with valuations of roughly 19,000 a lot, are you going to be taking that into account when you close out the books this year in terms of your evaluation? Cathy Smith - Centex Corporation - Chief Financial Officer As we said earlier, this is the appropriate valuation for this transaction at this time, it doesn't necessarily -- and it does not suggest that a different valuation is necessary for our other assets. Again, for their intended purposes, we evaluate those assets every single quarter through our impairment analysis. Stuart Jones - Goodman Properties - Analyst Okay, thank you very much. Tim Eller - Centex Corporation - Chairman and CEO I think that concludes our Q&A session, so let me just summarize. This transaction accelerates our move to more asset-light business model and allows us to further sharpen our focus on strategic markets and consumer segments. The result of this transaction also shortens our land position, reduces our future cash obligations for land development, and generates cash. We remain focused on building a better Centex every day, and we intend to emerge from the cycle in a stronger competitor position, and well prepared for future opportunities. Thanks, Luanne, and thanks to all of you for joining us today. We look forward to discussing our results for fiscal year 2008, during our fourth quarter conference call later this month. www.streetevents.com Contact Us 17 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  19. 19. FINAL TRANSCRIPT Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties Operator Ladies and gentleman, this concludes Centex's conference call. Thank you for your participation. DISCLAIMER Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON FINANCIAL OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS. ©2008, Thomson Financial. All Rights Reserved. 1806772-2008-04-02T16:13:18.527 www.streetevents.com Contact Us 18 © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

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