<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
DECEMBER 31, 1994
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 February 6, 1995, 28,496,178 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
DECEMBER 31, 1994
CENTEX CORPORATION
<TABLE>
<S> <C> <C>
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended December 31, 1994 2
Condensed Consolidated Statement of Earnings
for the Nine Months Ended December 31, 1994 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended December 31, 1994 5
Notes to Condensed Consolidated Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9-11
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</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 14
Condensed Combining Statement of Operations
for the Three Months Ended December 31, 1994 15
Condensed Combining Statement of Operations
for the Nine Months Ended December 31, 1994 16
Condensed Combining Balance Sheets 17
Condensed Combining Statement of Cash Flows
for the Nine Months Ended December 31, 1994 18
Notes to Condensed Combining Financial Statements 19
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 20
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 22-23
</TABLE>
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<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 Registrant'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 DECEMBER 31,
----------------------------
1994 1993
----------- -----------
<S> <C> <C>
REVENUES
Home Building $ 485,042 $ 485,996
Financial Services 27,258 57,369
Contracting and Construction Services 280,905 246,508
----------- -----------
793,205 789,873
----------- -----------
COSTS AND EXPENSES
Home Building 460,691 459,744
Financial Services 23,269 36,384
Contracting and Construction Services 281,475 248,096
Other, net 398 490
Equity in Earnings of Affiliate (CXP) (4,337) (2,617)
Corporate General and Administrative 3,980 3,646
Interest Expense 8,418 7,448
----------- -----------
773,894 753,191
----------- -----------
EARNINGS BEFORE INCOME TAXES 19,311 36,682
Income Taxes 6,254 13,096
----------- -----------
NET EARNINGS $ 13,057 $ 23,586
=========== ===========
EARNINGS PER SHARE $ .44 $ .72
=========== ===========
AVERAGE SHARES OUTSTANDING 29,485,220 32,956,169
=========== ===========
CASH DIVIDENDS PER SHARE $ .05 $ .05
=========== ===========
</TABLE>
Centex Construction Products, Inc. (CXP) became 49% owned in April 1994 as a
result of an Initial Public Offering representing 51% of its equity. CXP's
revenues of $43,508 for fiscal 1994 and the related costs and expenses have been
reclassified into "Equity in Earnings of Affiliate (CXP)". This
reclassification facilitates comparisons between the periods.
Mortgage Banking and Savings and Loan operations have been combined into a
single financial reporting segment - Financial Services.
See notes to condensed consolidated financial statements.
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<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
----------------------------
1994 1993
----------- -----------
<S> <C> <C>
REVENUES
Home Building $ 1,571,897 $ 1,327,133
Financial Services 94,731 155,424
Contracting and Construction Services 814,803 726,596
----------- -----------
2,481,431 2,209,153
----------- -----------
COSTS AND EXPENSES
Home Building 1,487,282 1,262,752
Financial Services 83,744 96,393
Contracting and Construction Services 816,523 729,459
Other, net 1,306 1,417
Equity in Earnings of Affiliate (CXP) (13,812) (14,523)
Corporate General and Administrative 11,320 10,690
Interest Expense 23,219 21,575
----------- -----------
2,409,582 2,107,763
----------- -----------
EARNINGS BEFORE GAIN ON CXP INITIAL
PUBLIC OFFERING AND INCOME TAXES 71,849 101,390
Gain on CXP Initial Public Offering 59,328 -
----------- -----------
EARNINGS BEFORE INCOME TAXES 131,177 101,390
Income Taxes 47,821 37,952
----------- -----------
NET EARNINGS $ 83,356 $ 63,438
=========== ===========
EARNINGS PER SHARE $ 2.71 $ 1.94
=========== ===========
AVERAGE SHARES OUTSTANDING 30,722,621 32,734,533
=========== ===========
CASH DIVIDENDS PER SHARE $ .15 $ .15
=========== ===========
</TABLE>
Centex Construction Products, Inc. (CXP) became 49% owned in April 1994 as a
result of an Initial Public Offering representing 51% of its equity. CXP's
revenues of $136,049 for fiscal 1994 and the related costs and expenses have
been reclassified into "Equity in Earnings of Affiliate (CXP)". This
reclassification facilitates comparisons between the periods.
Mortgage Banking and Savings and Loan operations have been combined into a
single financial reporting segment - Financial Services.
See notes to condensed consolidated financial statements.
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<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
CENTEX CORPORATION AND
SUBSIDIARIES CENTEX CORPORATION FINANCIAL SERVICES
------------------------- ------------------------- -------------------------
DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
1994* 1994** 1994* 1994** 1994* 1994**
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 22,873 $ 76,287 $ 18,606 $ 13,284 $ 4,267 $ 63,003
Marketable Securities 1,544 78,241 - - 1,544 78,241
Receivables -
Residential Mortgage Loans 278,374 677,641 - - 278,374 677,641
Other 241,726 251,531 229,913 226,674 11,813 24,857
Affiliates - - - - 53,942 80,806
Inventories 1,194,344 1,097,457 1,194,344 1,097,457 - -
Investments -
Centex Development Company, L.P. 62,195 71,000 62,195 71,000 - -
Centex Construction Products, Inc. 88,085 - 88,085 - - -
Joint Ventures and Other 4,703 56,928 4,703 56,928 - -
Unconsolidated Subsidiaries - - 41,625 5,263 - -
Property and Equipment, net 44,880 188,930 26,903 169,234 17,977 19,696
Government-Guaranteed S&L Assets -
Receivables - 19,030 - - - 19,030
Covered Assets - 24,737 - - - 24,737
Other Assets and Deferred Charges 40,591 38,574 19,426 22,101 21,165 16,473
----------- ----------- ----------- ----------- ----------- -----------
$ 1,979,315 $ 2,580,356 $ 1,685,800 $ 1,661,941 $ 389,082 $ 1,004,484
=========== =========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 569,645 $ 618,943 $ 523,977 $ 504,622 $ 45,668 $ 114,321
S&L Deposits and FHLB Borrowings - 211,055 - - - 211,055
Short-term Debt 477,318 783,585 227,572 206,638 249,746 576,947
Long-term Debt 222,523 222,832 222,523 222,832 - -
Deferred Income Taxes 35,182 51,180 37,081 35,088 (1,899) 16,092
Negative Goodwill - 24,102 - 24,102 - -
Stockholders' Equity 674,647 668,659 674,647 668,659 95,567 86,069
----------- ----------- ----------- ----------- ----------- -----------
$ 1,979,315 $ 2,580,356 $ 1,685,800 $ 1,661,941 $ 389,082 $ 1,004,484
=========== =========== =========== =========== =========== ===========
See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex
Corporation" represents the adding together of all
* Unaudited subsidiaries other than those included in Financial
** Condensed from audited financial statements. Services (CTX Mortgage and CTX Holding Company and
Affiliates). Transactions between Centex Corporation
and Financial Services have been eliminated from the
Centex Corporation and Subsidiaries balance sheets.
</TABLE>
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<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
---------------------------
1994 1993
----------- -----------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 83,356 $ 63,438
Adjustments -
Depreciation, Depletion and Amortization 2,938 14,433
Deferred Income Taxes (8,543) (12,399)
Equity in Loss (Earnings) of Joint Ventures and
Unconsolidated Subsidiaries, net 740 (2,650)
Equity in Earnings of Affiliate (CXP) (8,909) -
----------- -----------
69,582 62,822
Decrease (Increase) in Receivables 9,805 (32,776)
Increase in Inventories (97,204) (135,236)
(Decrease) Increase in Payables and Accruals (66,444) 51,908
(Increase) Decrease in Other Assets (3,039) 529
Other, net (7,311) (7,007)
----------- -----------
(94,611) (59,760)
----------- -----------
CASH FLOWS - INVESTING ACTIVITIES
Decrease (Increase) in Advances to Joint Ventures and
Unconsolidated Subsidiaries 60,290 (6,959)
Increase in Investment in Centex Construction Products, Inc. (79,176) -
Decrease in Property and Equipment
due to CXP initial public offering, net 146,657 -
Property and Equipment Additions, net (11,185) (25,840)
Decrease in Marketable Securities 76,697 17,859
----------- -----------
193,283 (14,940)
----------- -----------
CASH FLOWS - FINANCING ACTIVITIES
Decrease (Increase) in Residential Mortgage Loans 399,146 (199,038)
Decrease in Government-Guaranteed S&L Assets 43,767 10,926
(Decrease) Increase in S&L Deposits and Debt (211,055) 22,698
(Decrease) Increase in Debt (306,576) 235,966
Stock and Dividend Transactions, net (77,368) 5,718
----------- -----------
(152,086) 76,270
----------- -----------
NET (DECREASE) INCREASE IN CASH (53,414) 1,570
CASH AT BEGINNING OF YEAR 76,287 26,065
----------- -----------
CASH AT END OF PERIOD $ 22,873 $ 27,635
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 9
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
<CAPTION>
CAPITAL IN
COMMON EXCESS OF RETAINED
STOCK PAR VALUE EARNINGS TOTAL
----------- ----------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Balance, March 31, 1994 $ 7,916 $ 26,631 $ 634,112 $ 668,659
Net Earnings - - 83,356 83,356
Exercise of Stock Options 18 1,030 120 1,168
Retirement of 3,108,100 Shares (775) (27,402) (45,861) (74,038)
Cash Dividends - - (4,498) (4,498)
----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1994 $ 7,159 $ 259 $ 667,229 $ 674,647
=========== =========== =========== ===========
</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:
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<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>
DECEMBER 31, MARCH 31,
1994 1994*
----------- -----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 24,103 $ 76,388
Marketable Securities 1,544 78,241
Receivables 524,148 930,428
Inventories 1,311,137 1,223,753
Investments in
Centex Construction Products, Inc. 88,085 -
Joint Ventures and Unconsolidated Subsidiaries 4,703 56,928
Property and Equipment, net 44,880 188,930
Government-Guaranteed S&L Assets - 43,767
Other Assets and Deferred Charges 40,591 38,574
----------- -----------
$ 2,039,191 $ 2,637,009
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 572,520 $ 620,824
S&L Deposits and FHLB Borrowings - 211,055
Short-term Debt 533,625 837,734
Long-term Debt 222,523 222,832
Deferred Income Taxes 35,182 51,180
Negative Goodwill - 24,102
Stockholders' Equity 675,341 669,282
----------- -----------
$ 2,039,191 $ 2,637,009
=========== ===========
</TABLE>
*Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
FOR THE NINE MONTHS ENDED 1994 1993
------------ -----------
<S> <C> <C>
Revenues $ 2,485,202 $ 2,354,680
Costs and Expenses 2,353,954 2,253,376
----------- -----------
Earnings Before Income Taxes 131,248 101,304
Income Taxes 47,821 37,952
----------- -----------
NET EARNINGS $ 83,427 $ 63,352
=========== ===========
</TABLE>
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<PAGE> 11
NOTES - continued
(C) In order to assure the future availability of land for home building,
the Company has made deposits totaling $6 million as of December 31,
1994 for options to purchase properties having a total purchase price
of approximately $367 million. These options expire at various dates
to 2000. The Company has also committed to purchase land and
developed lots totaling approximately $76 million. In addition, the
Company has executed lot purchase contracts with CDC which aggregate
approximately $7 million.
(D) Interest expenses relating to the financial services operations
(Mortgage Banking and Savings and Loan) 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>
NINE MONTHS ENDED
------------------------
12/31/94 12/31/93
-------- --------
<S> <C> <C>
Total Interest Incurred $ 45,026 $ 52,857
Less -
Financial Services (21,807) (31,282)
-------- --------
INTEREST EXPENSE $ 23,219 $ 21,575
======== ========
</TABLE>
(E) During the quarter ended June 30, 1994, Centex Construction Products,
Inc. completed an initial public offering of 51% of its stock and is
trading on the New York Stock Exchange under the symbol "CXP." Centex
received a dividend and other payments from CXP totaling approximately
$186 million.
(F) In December 1994, Centex completed the sale of the deposits and branch
facilities of its saving and loan, Texas Trust Savings Bank, FSB, to
Coastal Banc ssb of Houston, Texas for a pre-tax gain of $3.2 million.
Coastal Banc acquired Texas Trust's eight branches in Central Texas
and assumed all of its customer deposit liabilities. Also during
December 1994, the Assistance Agreement with the Federal Deposit
Insurance Corporation was terminated and all outstanding disputes,
claims and other matters related to the agency were settled. The
completion of the sale is Centex's final step in exiting the savings
and loan industry.
-8-
<PAGE> 12
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Centex consolidated revenues for the quarter were $793 million,
slightly higher than revenues of $790 million for the same quarter last year.
Centex's net earnings for the quarter ended December 31, 1994 were $13.1
million versus $23.6 million for the same quarter last year. Earnings per
share for this year's quarter were $.44 compared to $.72 for the same quarter
in fiscal 1994. Earnings per share declined less than net earnings due to
fewer average shares outstanding in the current quarter. For the nine months
ended December 31, 1994, corporate revenues totaled $2.5 billion, up 12% over
$2.2 billion for the same period last year. Net earnings for the current nine
months, prior to the gain on the sale of a 51% interest in Centex Construction
Products, Inc. (CXP), Centex's former Construction Products subsidiary, were
$45.9 million versus $63.4 million for the same period last year. Including
the gain, Centex's total net earnings for the current nine months were $83.4
million. Earnings per share for the nine months this year, before the CXP
gain, were $1.49 compared to $1.94 for the same period in fiscal 1994.
Including the gain, Centex's earnings per share for the current nine months
were $2.71.
On April 19, 1994, CXP completed the sale of 11,730,000 shares, or
51%, of its common stock through an initial public offering. Including a
dividend and other payments, Centex received $186 million from the transaction
and used the funds to reduce its short-term debt. Centex retains ownership of
49% of CXP's stock.
The following table compares Home Building results for the quarter
and fiscal year-to-date ended December 31, 1994 to the quarter and fiscal
year-to-date ended December 31, 1993 (in millions, except unit and per unit
data):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
12/31/94 12/31/93 12/31/94 12/31/93
------------------- ------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Home Building Revenues $ 485.0 100.0% $ 486.0 100.0% $1,571.9 100.0% $1,327.2 100.0%
Cost of Sales (398.8) (82.2)% (404.9) (83.3)% (1,302.1) (82.8)% (1,108.0) (83.5)%
Selling, General &
Administrative (61.9) (12.8)% (54.8) (11.3)% (185.2) (11.8)% (154.8) (11.7)%
-------- ----- ----- ----- ------ ----- -------- -----
Operating Earnings $ 24.3 5.0% $ 26.3 5.4% $ 84.6 5.4% $ 64.4 4.8%
======== ====== ======== ====== ======== ======= ======== =====
Units Closed 2,994 3,245 9,696 9,051
Unit Sales Price $160,331 $147,909 $157,814 $145,039
% Change 8.4% 6.0% 8.8% 5.8%
Operating Earnings per
Unit $8,133 $8,090 $8,727 $7,113
% Change .05% 5.3% 22.7% (1.5)%
</TABLE>
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<PAGE> 13
Home Building revenues for the current quarter were $485.0 million,
versus $486.0 million for the same quarter in the prior year. Operating
earnings from Home Building were $24.4 million for the quarter this year, 7%
less than $26.3 million for the same quarter in fiscal 1994. Home closings for
the current quarter totaled 2,994 units, 8% less than 3,245 units for the same
quarter last year. Sales increased in the Company's West region but were down
substantially in its Southwest and Midwest regions. Unit orders for the
quarter this year were 2,223. For the nine months, Home Building revenues were
$1.57 billion this year, an 18% increase over $1.33 million for the same period
last year. Operating earnings from Home Building reached an all-time high of
$84.6 million, 31% higher than $64.4 million a year ago. Home closings for the
nine months rose to 9,696 units this year from 9,051 units for the similar
period last year. Unit orders for the current nine months were 16% less than
orders for the same period a year earlier. The backlog of homes sold but not
closed at December 31, 1994 was 3,966 units, 28% less than the backlog of 5,509
units at December 31, 1993 and 16% below the backlog of 4,737 units reported at
September 30, 1994.
Current quarter revenues from Financial Services, which combines the
results of the Mortgage Banking and the Savings and Loan operations, totaled
$27.3 million, a 52% decline from $57.4 million a year ago. Operating earnings
from Financial Services were $4.0 million for the quarter this year, an 81%
decline from $21.0 million for the same quarter a year ago. Of the total,
Mortgage Banking operating loss was $2.1 this year compared to earnings of
$20.7 million for the same quarter in fiscal 1994. Operating earnings from the
Savings and Loan, including $3.2 million from the December 1994 sale of the
deposits and branch operations of the S&L, were $6.1 million for the quarter
this year compared to $329,000 for the same quarter a year ago. Reflecting
industry-wide business conditions, mortgage originations closed for the quarter
were 8,223, 49% less than 16,050 closings for the same quarter last year.
Originations for Centex-built homes were 1,851 this year, a 24% decline from a
year earlier. "Spot" (third-party) originations declined 53% to 6,372 in the
current quarter.
For the nine months ended December 31, 1994, Financial Services
revenues were $94.7 million, down 39% from $155.4 million for the same period
last year. Operating earnings from Financial Services were $11.0 million for
the nine months this year versus $59.0 million for the same period a year ago.
Of the total, operating earnings from Mortgage Banking were $3.1 million for
the current nine months compared to $57.6 million for the same period last
year. Savings and Loan operating earnings, including proceeds from the sale of
the operation, were $7.9 million for the current nine months compared to $1.4
million for the same period in the prior year. Loans closed for the current
nine months were 29,883, 35% less than loan closings for the same period last
year. Originations for Centex homes declined 4% for the current nine months,
while spot originations declined 40% for the nine months this year. Mortgage
Banking results have been negatively impacted by an increasingly competitive
environment since early in calendar 1994. Rapidly rising interest rates
substantially reduced refinancing activity and caused consumers to shift from
more profitable fixed rate mortgages to lower-margin adjustable rate product.
Mortgage profitability also has been affected by the costs associated with
downsizing the organization to match the major industry-wide reduction in
business volume.
In December 1994, Centex sold the deposits and branches of its
savings and loan for a pre-tax gain of $3.2 million. In addition, the
assistance agreement with the Federal Deposit Insurance Corporation has been
terminated and all outstanding disputes, claims and other matters related to
the agency have been settled. The completion of the sale is Centex's final
step in exiting the savings and loan industry.
Revenues from Contracting and Construction Services were $280.9
million for the quarter this year, a 14% increase over revenues of $246.5
million reported for the same quarter in the prior fiscal year. Contracting
and Construction Services reported an operating loss of $570,000 this year
compared to a $1.6 million loss for the same quarter in fiscal 1994. The
division continues to be negatively affected by competitive pressure on
margins. For the nine months, Contracting and Construction Services had
revenues of $814.8 million this year, 12% higher than $726.6 million for the
same period in fiscal 1994. The division had an operating loss of $1.7 million
for the current nine months compared to a loss of $2.9 million for the same
period last year. The Construction Group
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<PAGE> 14
received $455 million of new contracts for the quarter this year but prior to
the end of the quarter a previously awarded contract totaling $150 million was
put on hold, resulting in net new contracts totaling $305 million. This
compares to $398 million of new work for the same quarter in fiscal 1994. The
backlog of uncompleted construction contracts at December 31, 1994 was an
all-time high $1.40 billion, 9% higher than $1.29 billion at December 31, 1993.
For the current quarter, Centex Corporation's 49% "Equity in
Earnings of Affiliate (CXP)" was $4.3 million compared with $2.6 million for
last year's quarter (which represented Centex's 100% ownership of CXP). For
the nine months, Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $13.8
million versus $14.5 million for the similar period a year ago when Centex
owned 100% of CXP. Construction Products continues to benefit from improved
demand and pricing for its cement and gypsum wallboard products.
STOCK REPURCHASE PROGRAM
Since April 1994, the Company has repurchased about 3.25 million
shares of its common stock under its 4.1 million share repurchase program.
Depending on market conditions, the Company will continue to repurchase shares
under its remaining authorization.
FINANCIAL CONDITION
The Company has adequate unsecured revolving credit facilities.
These credit facilities serve as back-up lines for overnight borrowings under
uncommitted bank lines and commercial paper. In addition, CTX Mortgage Company
has sufficient committed and uncommitted credit facilities of its own to
finance mortgages which are held during the period while they are being
securitized and readied for delivery against forward sale commitments. Based
on its financial condition and existing credit relationships, Centex believes
it will be able to provide adequately for its current and future growth.
OUTLOOK
During the quarter, the Company entered into an agreement with
Dallas-based Vista Properties, Inc. under which a subsidiary of Centex has
agreed to acquire equity interests in Vista and in its affiliated partnership,
Vista Partners, as part of a proposed prepackaged bankruptcy structuring by
Vista. For an investment of approximately $65 million, Centex would acquire
ownership in a portfolio of more than 40 properties, comprising over 4,000
acres in seven states. The land is zoned, planned or developed for: single-
and multi-family residential - 50%; office and industrial - 35%; and retail and
commercial - 15%. The acquisition would provide Centex with future residential
sites in several of its existing markets as well as significant development
opportunities in retail, industrial and office segments. The transaction is
expected to be completed by summer 1995.
Home sales will continue to be negatively impacted by higher
interest rates, the competitive housing environment and the liquidation of
excess housing inventory in certain markets. The Company will continue to
downsize its mortgage banking organization in order to position this operation
for profitability at lower volume levels. In addition, the Company believes
that the flattening of the yield curve will make the more profitable fixed-rate
loans increasingly attractive to customers. A stable or reduced interest rate
environment would have a positive impact on both the Home Building and Mortgage
Banking operations.
-11-
<PAGE> 15
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 December 31, 1994.
All other items required under Part II are omitted because they are not
applicable.
-12-
<PAGE> 16
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
February 10, 1995 /s/ David W. Quinn
---------------------------------------
David W. Quinn
Executive Vice President and Chief
Financial Officer
(principal financial officer)
February 10, 1995 /s/ Michael S. Albright
---------------------------------------
Michael S. Albright
Vice President - Finance and Controller
(chief accounting officer)
-13-
<PAGE> 17
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.
-14-
<PAGE> 18
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 DECEMBER 31,
-------------------------------------------------------------------------------------------
1994 1993
-------------------------------------------- -------------------------------------------
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 $ 4,467 $ 4,325 $ 379 $ 374 $ 275 $ 136
Costs and Expenses 4,728 4,608 357 798 670 165
----------- ----------- ----------- ----------- ----------- -----------
Earnings (Loss) Before Income Taxes (261) (283) 22 (424) (395) (29)
Income Taxes - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (261) $ (283) $ 22 $ (424) $ (395) $ (29)
=========== =========== =========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ (283) $ 22 $ (395) $ (29)
=========== =========== =========== ===========
</TABLE>
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 OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------
1994 1993
-------------------------------------------- -------------------------------------------
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 $ 8,902 $ 8,499 $ 1,091 $ 12,438 $ 12,146 $ 404
Costs and Expenses 9,529 9,197 1,020 13,790 13,412 490
----------- ----------- ----------- ----------- ----------- -----------
Earnings (Loss) Before Income Taxes (627) (698) 71 (1,352) (1,266) (86)
Income Taxes - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ (627) $ (698) $ 71 $ (1,352) $ (1,266) $ (86)
=========== =========== =========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ (698) $ 71 $ (1,266) $ (86)
=========== =========== =========== ===========
</TABLE>
See notes to condensed combining financial statements.
-16-
<PAGE> 20
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, 1994* MARCH 31, 1994**
-------------------------------------------- -------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
----------- ------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 1,230 $ 1,228 $ 2 $ 101 $ 101 $ -
Accounts Receivable 177 663 177 238 873 133
Notes Receivable -
Centex Corporation and
Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 4,048 4,048 - 1,151 1,151 -
Investment in Affiliate - - 767 - - 767
Projects Held for
Development & Sale -
Forster Ranch 52,565 52,565 - 49,199 49,199 -
Other 64,163 64,163 - 69,703 69,703 -
----------- ----------- ----------- ----------- ----------- -----------
$ 129,883 $ 122,667 $ 8,646 $ 128,092 $ 121,027 $ 8,600
=========== =========== =========== =========== =========== ===========
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 3,659 $ 3,470 $ 852 $ 3,263 $ 3,154 $ 877
Notes Payable -
Centex Corporation
and Subsidiaries 7,600 - 7,600 7,600 - 7,600
Forster Ranch 52,565 52,565 - 49,199 49,199 -
Other 3,742 3,742 - 4,950 4,950 -
Land Sale Deposits 5 5 - 141 141 -
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities 67,571 59,782 8,452 65,153 57,444 8,477
Stockholders' Equity and
Partners' Capital 62,312 62,885 194 62,939 63,583 123
----------- ----------- ----------- ----------- ----------- -----------
$ 129,883 $ 122,667 $ 8,646 $ 128,092 $ 121,027 $ 8,600
=========== =========== =========== =========== =========== ===========
</TABLE>
* Unaudited
** Condensed from audited financial statements.
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 CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------
1994 1993
-------------------------------------------- -------------------------------------------
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) $ (627) $ (698) $ 71 $ (1,352) $ (1,266) $ (86)
Net Change in Payables, Accruals,
Deposits and Receivables 321 390 (69) 502 415 87
Increase in Notes Receivable (2,897) (2,897) - (519) (519) -
Decrease in Projects Held
for Development and Sale 2,174 2,174 - 6,721 6,721 -
---------- ---------- -------- --------- --------- --------
(1,029) (1,031) 2 5,352 5,351 1
---------- ---------- -------- --------- --------- --------
CASH FLOWS - FINANCING ACTIVITIES
Increase (Decrease) in Notes Payable 2,158 2,158 - (6,122) (6,122) -
---------- ---------- -------- --------- --------- --------
2,158 2,158 - (6,122) (6,122) -
---------- ---------- -------- --------- --------- --------
NET INCREASE (DECREASE) IN CASH 1,129 1,127 2 (770) (771) 1
CASH AT BEGINNING OF YEAR 101 101 - 1,252 1,252 -
---------- ---------- -------- --------- --------- --------
CASH AT END OF PERIOD $ 1,230 $ 1,228 $ 2 $ 482 $ 481 $ 1
========== ========== ======== ========= ========= ========
</TABLE>
See notes to condensed combining financial statements.
-18-
<PAGE> 22
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
DECEMBER 31, 1994
(unaudited)
(A) On November 30, 1987 Centex Corporation ("Centex") distributed to a
nominee all of the issued and outstanding shares of common stock of
3333 Holding Corporation ("Holding") and warrants to purchase
approximately 80% of the Class B units of limited partnership interest
in Centex Development Company, L.P. (the "Partnership"). 3333
Development Company ("Development"), a wholly-owned subsidiary of
Holding, serves as general partner of the Partnership. These
securities are held by the nominee on behalf of Centex stockholders
and will trade in tandem with the common stock of Centex until such
time as they are detached.
(B) See Note B to the condensed consolidated financial statements of
Centex Corporation and subsidiaries included elsewhere in this Form
10-Q for supplementary condensed combined financial statements for
Centex, Holding and subsidiary and the Partnership.
(C) The Partnership sells lots to Centex Real Estate Corporation ("CREC")
pursuant to certain purchase and sale agreements. Revenues from these
sales totaled $4,243,000 and $1,716,000 for the nine months ended
December 31, 1994 and 1993 respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Nine Months Ended December 31, 1994
---------------------------------------------------------------------------
Centex Development 3333 Holding Corporation
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, 1994 $ 62,939 $ 500 $ 767 $ 62,316 $ 1 $ 800 $ (678)
Net Earnings (Loss) (627) - - (698) - - 71
---------- ---------- --------- --------- --------- --------- -------
BALANCE AT DECEMBER 31, 1994 $ 62,312 $ 500 $ 767 $ 61,618 $ 1 $ 800 $ (607)
========== ========== ========= ========= ========= ========= =======
</TABLE>
(E) The Partnership and the holder of the Forster Ranch non-recourse notes
have signed an agreement to transfer ownership of the property in
satisfaction of the debt, subject to revision of certain land use
entitlements, by April 1995. In connection with this agreement, CREC
has agreed to fund certain holding and other costs CDC will incur
through April 1995 in connection with its rezoning efforts.
(F) Effective April 1, 1994, Development designated Holding to replace
Centex Development Management Company as manager of the Partnership.
Holding will be compensated by the Partnership for its services.
-19-
<PAGE> 23
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
LIQUIDITY AND CAPITAL RESOURCES
The liquidity of 3333 Holding Corporation ("Holding") and Subsidiary
("Development") and Centex Development Company, L.P. (the "Partnership") is
largely dependent on the timing, which is uncertain, of future real estate
sales. 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. Based on their current financial condition, these companies believe
they will be able to provide or obtain the necessary funding for their current
operations and future expansion needs.
RESULTS OF OPERATIONS
For the nine months ended December 31, 1994, the combined entities had
revenues of $8,902,000 and a loss of $627,000. For the quarter, revenues were
$4,467,000 and the loss was $261,000. The revenues for the nine months
included proceeds from the sale of commercial property in California and Texas,
and residential property in Florida, New Jersey and Illinois. Due to the
financial dynamics of the Partnership's business, a comparison with the
revenues from real estate sales for the same period in 1993 is not meaningful.
The timing of future revenues from the development and sale of real estate will
result in fluctuating operating results for the Partnership.
-20-
<PAGE> 24
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 December 31, 1994.
All other items required under Part II are omitted because they are not
applicable.
-21-
<PAGE> 25
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
February 10, 1995 /s/ J. Stephen Bilheimer
--------------------------------
J. Stephen Bilheimer
President
February 10, 1995 /s/ Roger Sefzik
------------------------
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
-22-
<PAGE> 26
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
February 10, 1995 /s/ J. Stephen Bilheimer
--------------------------------------
J. Stephen Bilheimer
President
February 10, 1995 /s/ Roger Sefzik
--------------------------------------
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
-23-
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
27.1 Financial Data Schedule
27.2 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Centex
Corporation's December 31, 1994, 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> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 22,873
<SECURITIES> 1,544
<RECEIVABLES> 520,100
<ALLOWANCES> 0
<INVENTORY> 1,194,344
<CURRENT-ASSETS> 0
<PP&E> 84,731
<DEPRECIATION> 39,851
<TOTAL-ASSETS> 1,979,315
<CURRENT-LIABILITIES> 0
<BONDS> 222,523
<COMMON> 7,159
0
0
<OTHER-SE> 667,488
<TOTAL-LIABILITY-AND-EQUITY> 1,979,315
<SALES> 2,481,431
<TOTAL-REVENUES> 2,495,243
<CGS> 2,388,855
<TOTAL-COSTS> 2,388,855
<OTHER-EXPENSES> 11,320
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,219
<INCOME-PRETAX> 131,177
<INCOME-TAX> 47,821
<INCOME-CONTINUING> 83,356
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,356
<EPS-PRIMARY> 2.71
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from 3333 Holding
Corporation's December 31, 1994, Form 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> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 7,877
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,646
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 193
<TOTAL-LIABILITY-AND-EQUITY> 8,646
<SALES> 1,091
<TOTAL-REVENUES> 1,091
<CGS> 1,020
<TOTAL-COSTS> 1,020
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 71
<INCOME-TAX> 0
<INCOME-CONTINUING> 71
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Centex
Development Company L.P.'s December 31, 1994, 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> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,288
<SECURITIES> 0
<RECEIVABLES> 4,711
<ALLOWANCES> 0
<INVENTORY> 116,728
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 122,667
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 500
0
0
<OTHER-SE> 62,385
<TOTAL-LIABILITY-AND-EQUITY> 122,667
<SALES> 8,499
<TOTAL-REVENUES> 8,499
<CGS> 9,197
<TOTAL-COSTS> 9,197
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (698)
<INCOME-TAX> 0
<INCOME-CONTINUING> (698)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (698)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
