<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, 1995
Commission File No. 1-6776
[Centex Logo]
CENTEX CORPORATION
A Nevada Corporation
IRS Employer Identification No. 75-0778259
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(214) 559-6500
Commission File Nos. 1-9624 and 1-9625, respectively
3333 HOLDING CORPORATION
A Nevada Corporation
CENTEX DEVELOPMENT COMPANY, L.P.
A Delaware Limited Partnership
IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
3333 Lee Parkway, Suite 500
Dallas, Texas 75219
(214) 559-6700
The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on February 9, 1996, 28,401,342 shares of Centex
Corporation common stock were outstanding, 1,000 shares of common stock of 3333
Holding Corporation were outstanding, and 1,000 class A 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, 1995
CENTEX CORPORATION
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended December 31, 1995 2
Condensed Consolidated Statement of Earnings
for the Nine Months Ended December 31, 1995 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended December 31, 1995 5
Notes to Condensed Consolidated Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9-12
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
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<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 15
Condensed Combining Statement of Operations
for the Three Months Ended December 31, 1995 16
Condensed Combining Statement of Operations
for the Nine Months Ended December 31, 1995 17
Condensed Combining Balance Sheets 18
Condensed Combining Statement of Cash Flows
for the Nine Months Ended December 31, 1995 19
Notes to Condensed Combining Financial Statements 20
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 21
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23-24
</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 Company's latest annual report on Form
10-K. In the opinion of the Company, all adjustments necessary to present
fairly the information in the following condensed consolidated financial
statements of the Company have been included. The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.
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<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED December 31,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
REVENUES
Home Building $ 499,199 $ 485,042
Financial Services 33,307 27,258
Contracting and Construction Services 257,643 280,905
----------- -----------
790,149 793,205
----------- -----------
COSTS AND EXPENSES
Home Building 470,612 460,691
Financial Services 28,080 23,269
Contracting and Construction Services 259,593 281,475
Other, net 29 398
Equity in Earnings of Affiliate (CXP) (7,519) (4,337)
Corporate General and Administrative 3,540 3,980
Interest Expense 10,908 8,418
----------- -----------
765,243 773,894
----------- -----------
EARNINGS BEFORE INCOME TAXES 24,906 19,311
Income Taxes 9,750 6,254
----------- -----------
NET EARNINGS $ 15,156 $ 13,057
=========== ===========
EARNINGS PER SHARE $ 0.52 $ 0.44
=========== ===========
AVERAGE SHARES OUTSTANDING 29,229,616 29,485,220
=========== ===========
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
=========== ===========
</TABLE>
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,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
REVENUES
Home Building $ 1,410,522 $ 1,571,897
Financial Services 93,243 94,731
Contracting and Construction Services 774,180 814,803
----------- -----------
2,277,945 2,481,431
----------- -----------
COSTS AND EXPENSES
Home Building 1,338,903 1,487,282
Financial Services 81,044 83,744
Contracting and Construction Services 775,975 816,523
Other, net 275 1,306
Equity in Earnings of Affiliate (CXP) (21,358) (13,812)
Corporate General and Administrative 10,910 11,320
Interest Expense 30,202 23,219
----------- -----------
2,215,951 2,409,582
----------- -----------
EARNINGS BEFORE GAIN ON CXP INITIAL
PUBLIC OFFERING AND INCOME TAXES 61,994 71,849
Gain on CXP Initial Public Offering - 59,328
----------- -----------
EARNINGS BEFORE INCOME TAXES 61,994 131,177
Income Taxes 24,414 47,821
----------- -----------
NET EARNINGS $ 37,580 $ 83,356
=========== ===========
EARNINGS PER SHARE $ 1.29 $ 2.71
=========== ===========
AVERAGE SHARES OUTSTANDING 29,050,846 30,722,621
=========== ===========
CASH DIVIDENDS PER SHARE $ 0.15 $ 0.15
=========== ===========
</TABLE>
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
------------------------------- -----------------------------
December 31, March 31, December 31, March 31,
1995* 1995** 1995* 1995**
--------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 23,256 $ 23,785 $ 18,186 $ 18,534
Receivables -
Residential Mortgage Loans 592,356 413,802 - -
Other 247,234 235,795 234,243 226,744
Affiliates - - - -
Inventories 1,257,902 1,166,471 1,257,902 1,166,471
Investments -
Centex Development Company, L. P. 40,660 46,585 40,660 46,585
Centex Construction Products, Inc. 103,732 89,871 103,732 89,871
Joint Ventures and Other 5,522 5,695 5,522 5,695
Unconsolidated Subsidiaries - - 35,865 29,082
Property and Equipment, net 37,776 41,267 25,523 25,341
Other Assets and Deferred Charges 23,288 26,427 16,495 19,739
--------------- -------------- ------------- -------------
$ 2,331,726 $ 2,049,698 $ 1,738,128 $ 1,628,062
=============== ============== ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 587,336 $ 555,944 $ 537,097 $ 504,659
Short-term Debt 702,546 576,260 159,187 204,851
Long-term Debt 320,981 222,530 320,981 222,530
Deferred Income Taxes 12,921 26,737 12,921 27,795
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - - - -
Common Stock $.25 Par Value:
Authorized 50,000,000 Shares:
Issued and Outstanding
28,398,842 and 28,070,978, respectively 7,100 7,018 7,100 7,018
Capital in Excess of Par Value 6,291 - 6,291 -
Retained Earnings 694,551 661,209 694,551 661,209
--------------- -------------- ------------- -------------
Total Stockholders' Equity 707,942 668,227 707,942 668,227
--------------- -------------- ------------- -------------
$ 2,331,726 $ 2,049,698 $ 1,738,128 $ 1,628,062
=============== ============== ============= =============
<CAPTION>
Financial Services
------------------------------
December 31, March 31,
1995* 1995**
------------ ------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 5,070 $ 5,251
Receivables -
Residential Mortgage Loans 592,356 413,802
Other 12,991 9,051
Affiliates 1,446 65,521
Inventories - -
Investments -
Centex Development Company, L. P. - -
Centex Construction Products, Inc. - -
Joint Ventures and Other - -
Unconsolidated Subsidiaries - -
Property and Equipment, net 12,253 15,926
Other Assets and Deferred Charges 6,793 6,688
------------ ------------
$ 630,909 $ 516,239
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 50,239 $ 51,285
Short-term Debt 543,359 371,409
Long-term Debt - -
Deferred Income Taxes - (1,058)
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued - -
Common Stock $.25 Par Value:
Authorized 50,000,000 Shares:
Issued and Outstanding
28,398,842 and 28,070,978, respectively 2 12
Capital in Excess of Par Value 36,685 51,908
Retained Earnings 624 42,683
------------ ------------
Total Stockholders' Equity 37,311 94,603
------------ ------------
$ 630,909 $ 516,239
============ ============
See notes to condensed consolidated financial statements. In the supplemental data presented above, "Centex Corporation"
represents the adding together of all subsidiaries other than
* Unaudited those included in Financial Services (CTX Mortgage and
** Condensed from audited financial statements. 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,
------------------------------
1995 1994
---------- ----------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 37,580 $ 83,356
Adjustments -
Depreciation and Amortization 9,396 2,938
Deferred Income Taxes (8,425) (8,543)
Gain Related to CXP's IPO, net of Tax - (37,495)
Equity in Earnings of CXP, CDC and Joint Ventures (14,192) (8,169)
Increase in Receivables (8,934) (16,744)
(Increase) Decrease in Residential Mortgage Loans (178,554) 399,146
Decrease (Increase) in Inventories 3,007 (120,023)
Decrease in Government-Guaranteed S&L Assets - 43,767
Increase (Decrease) in Payables and Accruals 17,558 (43,315)
Decrease (Increase) in Other Assets 2,597 (8,515)
Other, net (3,518) (7,311)
---------- ----------
(143,485) 279,092
---------- ----------
CASH FLOWS - INVESTING ACTIVITIES
Decrease in Advances to CDC and Joint Ventures 6,429 9,841
Acquisition of Vista Properties (85,422) -
Dividend and Other Receipts Related to CXP's IPO - 186,525
Property and Equipment Additions, net (4,923) (11,185)
Decrease in Marketable Securities - 76,697
---------- ----------
(83,916) 261,878
---------- ----------
CASH FLOWS - FINANCING ACTIVITIES
Decrease in S&L Deposits and Debt - (211,055)
Increase (Decrease) in Debt 224,737 (305,961)
Retirement of Common Stock - (74,040)
Proceeds from Stock Option Exercises 6,373 1,170
Dividends Paid (4,238) (4,498)
---------- ----------
226,872 (594,384)
---------- ----------
NET DECREASE IN CASH (529) (53,414)
CASH AT BEGINNING OF YEAR 23,785 76,287
---------- ----------
CASH AT END OF PERIOD $ 23,256 $ 22,873
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 9
Centex Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
December 31, 1995
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
<CAPTION>
Capital in
Preferred Common Excess of Retained
Stock Stock Par Value Earnings Total
---------- ----------- ----------- ---------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1995 $ - $ 7,018 $ - $ 661,209 $ 668,227
Net Earnings - - - 37,580 37,580
Exercise of Stock Options - 82 6,291 - 6,373
Cash Dividends - - - (4,238) (4,238)
---------- ---------- ----------- ---------- ------------
BALANCE, DECEMBER 31, 1995 $ - $ 7,100 $ 6,291 $ 694,551 $ 707,942
========== ========== =========== ========== ============
</TABLE>
(B) On November 30, 1987 the Company distributed to a nominee, all of the
issued and outstanding shares of common stock of 3333 Holding
Corporation and warrants to purchase approximately 80% of the Class B
units of limited partnership interest in Centex Development Company,
L. P. A wholly-owned subsidiary of 3333 Holding Corporation serves as
general partner of Centex Development Company, L. P. These securities
are held by the nominee on behalf of Centex stockholders, and will
trade in tandem with the common stock of Centex, until such time as
they are detached. Supplementary condensed combined financial
statements for Centex, 3333 Holding Corporation and Subsidiary and
Centex Development Company, L. P. are as follows:
-6-
<PAGE> 10
NOTES - continued
Centex Corporation and Subsidiaries, 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,
1995 1995 *
------------------- ------------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 24,465 $ 25,207
Receivables 846,577 653,622
Inventories 1,297,002 1,266,509
Investments in
Centex Construction Products, Inc. 103,732 89,871
Joint Ventures and Unconsolidated Subsidiaries 5,673 5,695
Property and Equipment, net 37,776 41,267
Other Assets and Deferred Charges 23,288 26,427
------------------- ------------------
$ 2,338,513 $ 2,108,598
=================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 590,204 $ 557,640
Short-term Debt 705,522 632,745
Long-term Debt 320,981 222,530
Deferred Income Taxes 12,921 26,737
Stockholders' Equity 708,885 668,946
------------------- ------------------
$ 2,338,513 $ 2,108,598
=================== ==================
</TABLE>
*Condensed from audited financial statements.
Supplementary Condensed Combined Statement of Earnings
(dollars in thousands)
<TABLE>
<CAPTION>
December 31,
-------------------------------------------
FOR THE NINE MONTHS ENDED 1995 1994
------------------- ------------------
<S> <C> <C> <C> <C>
Revenues $ 2,289,790 $ 2,485,202
Costs and Expenses 2,227,572 2,353,954
------------------- ------------------
Earnings Before Income Taxes 62,218 131,248
Income Taxes 24,414 47,821
------------------- ------------------
NET EARNINGS $ 37,804 $ 83,427
=================== ==================
</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 $11 million as of December 31,
1995 for options to purchase undeveloped land and developed lots
having a total purchase price of approximately $308 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 $58 million. In addition, the Company has
executed lot purchase contracts with CDC which aggregate approximately
$5 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>
Nine Months Ended
--------------------------------
12/31/95 12/31/94
------------ ------------
<S> <C> <C>
Total Interest Incurred $ 51,681 $ 45,026
Less Financial Services (21,479) (21,807)
------------ ------------
INTEREST EXPENSE $ 30,202 $ 23,219
============ ============
</TABLE>
(E) During the quarter ended September 30, 1995, the Company completed the
acquisition of an equity interest in Vista Properties, Inc. ("Vista") for
approximately $85 million. Vista currently owns approximately 3,300
acres of land in seven states. The land is zoned, planned or developed
for single- and multi-family residential, office, retail, industrial, and
other commercial uses. Vista's board and management are in process of
evaluating what benefits could be derived from coordinating, combining or
consolidating the business activities of Vista and certain of the
Company's subsidiaries. Although these evaluations are ongoing, Vista
and Centex have initiated planning and development work in several key
residential sites within Vista's portfolio and have identified commercial
development opportunities in three of Vista's major projects. Vista has
also initiated discussions with potential joint venture partners on
select properties and is continuing with its marketing activities on the
balance of its portfolio. In addition, Vista has substantial tax loss
carryforwards and other significant tax related benefits which may become
partially useable in future years.
(F) Certain prior year balances have been reclassified to be consistent with
the fiscal 1996 presentation.
-8-
<PAGE> 12
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex consolidated revenues for the quarter were $790 million,
about the same as revenues of $793 million for the same quarter last year.
Net earnings for the quarter were $15.2 million, 16% more than $13.1 million
for the same quarter a year ago. Earnings per share for this year's quarter
were $.52, an 18% increase over $.44 for the same quarter in fiscal 1995.
For the nine months ended December 31, 1995, corporate revenues
totaled $2.3 billion, 8% less than $2.5 billion for the same period last year.
Earnings before income taxes were $62.0 million for the period this year, 14%
less than $71.8 million for the same period last year. Total earnings before
income taxes for the period last year, including the gain on the sale of 51% of
CXP, were $131.2 million. Net earnings for the current nine months were $37.6
million, 18% less than $45.9 million for the same period last year. Total net
earnings for the nine months last year, including the gain on the CXP sale,
were $83.4 million. Earnings per share for the current nine months were $1.29
compared to $1.49 last year. Total earnings per share for the nine months last
year, including the gain from the CXP sale, were $2.71.
Earnings per share for both the quarter and the nine months this
year declined slightly less than net earnings for the respective periods last
year due to fewer average shares outstanding in the current periods. During
the fiscal year ended March 31, 1995, Centex repurchased 3.74 million shares of
its common stock, or about 12% of the shares outstanding at the beginning of
its 1995 fiscal year.
HOME BUILDING
The following summarizes Home Building results for the quarter and
fiscal year-to-date ended December 31, 1995 compared to the quarter and fiscal
year-to-date ended December 31, 1994 (dollars in millions, except per unit
data):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
12/31/95 12/31/94
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 499.2 100.0% $ 485.0 100.0%
Cost of Sales (410.9) (82.3%) (398.8) (82.2%)
Selling, General & Administrative (59.7) (12.0%) (61.9) (12.8%)
---------- ----- ---------- -----
Operating Earnings $ 28.6 5.7% $ 24.3 5.0%
---------- ----- ---------- -----
Units Closed 2,948 2,994
Unit Sales Price $ 165,262 $ 160,331
% Change 3.1% 8.4%
Operating Earnings per Unit $ 9,697 $ 8,133
% Change 19.2% 0.5%
Backlog Units 4,773 3,966
% Change 20.3% (28.0%)
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
Fiscal Fiscal
Year-to-Date Year-to-Date
12/31/95 12/31/94
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Home Building Revenues $ 1,410.5 100.0% $ 1,571.9 100.0%
Cost of Sales (1,160.9) (82.3%) (1,302.1) (82.8%)
Selling, General & Administrative (178.0) (12.6%) (185.2) (11.8%)
----------- ----- ----------- -----
Operating Earnings $ 71.6 5.1% $ 84.6 5.4%
----------- ----- ----------- -----
Units Closed 8,522 9,696
Unit Sales Price $ 162,927 $ 157,814
% Change 3.2% 8.8%
Operating Earnings per Unit $ 8,404 $ 8,727
% Change (3.7%) 22.7%
Backlog Units 4,773 3,966
% Change 20.3% (28.0%)
</TABLE>
The operating earnings for the quarter ended December 31, 1995 were
higher as a percentage of revenues and on a per unit basis compared to the same
period last year as a result of an increase in the per unit sales price and a
reduction in selling, general and administrative costs. The operating earnings
for the fiscal year-to-date ended December 31, 1995 were lower as a percentage
of revenues and on a per unit basis compared to the same period last year
primarily as a result of certain general and administrative costs being
absorbed by 12% fewer closed units in the nine months ended December 31, 1995.
FINANCIAL SERVICES
The Financial Services segment consists of Mortgage Banking in 1995
and Mortgage Banking and Savings and Loan in 1994. The following summarizes
Financial Services' results for the quarter and fiscal year-to-date ended
December 31, 1995 compared to the quarter and fiscal year-to-date ended
December 31, 1994 (dollars in millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
12/31/95 12/31/94 12/31/95 12/31/94
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 33.3 $ 27.3 $ 93.2 $ 94.7
------- ------- ---------- ----------
Operating Earnings $ 5.2 $ 4.0 * $ 12.2 $ 11.0 *
------- ------- ---------- ----------
Origination Volume $ 1,207 $ 939 $ 3,515 $ 3,364
------- ------- ---------- ----------
Number of Loans Originated
Centex-built Homes 2,108 1,851 5,859 6,403
Non-Centex-built Homes ("spot") 8,096 6,399 24,180 23,507
------- ------- ---------- ----------
10,204 8,250 30,039 29,910
======= ======= ========== ==========
</TABLE>
*Includes operating earnings from the savings and loan of $6.1
million and $7.9 million for the quarter and nine months ended
December 31, 1994, respectively.
-10-
<PAGE> 14
Declining interest rates during the first nine months of the fiscal
year has resulted in an increase in mortgage applications and originations over
the same period last year. Applications for the current quarter totaled 9,754,
36% higher than 7,160 applications for the same quarter last year. Builder
applications rose 11% while spot applications increased 45%. Applications for
the nine months were 32,337, up 19% from 27,110 for the same period in the
prior fiscal year. Builder applications rose 42% for the period while spot
applications increased 14%. These increases occurred even though Mortgage
Banking had substantially fewer offices than it had during the prior fiscal
year.
Savings and Loan revenues were $4.8 million for the quarter ended
December 31, 1994 and $9.3 million for the nine months then ended. Centex
finalized the sale of its savings and loan operations during the quarter ended
December 31, 1994.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services
results for the quarter and fiscal year-to-date ended December 31, 1995
compared to the quarter and fiscal year-to-date ended December 31, 1994
(dollars in millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
12/31/95 12/31/94 12/31/95 12/31/94
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 257.6 $ 280.9 $ 774.2 $ 814.8
-------- -------- --------- ---------
Operating Loss $ (2.0) $ (.5) $ (1.8) $ (1.7)
-------- -------- --------- ---------
New Contracts Received $ 116 $ 305 $ 682 $ 982
-------- -------- --------- ---------
Backlog of Uncompleted Contracts $ 1,236 $ 1,403 $ 1,236 $ 1,403
-------- -------- --------- ---------
</TABLE>
The current quarter loss was due primarily to the non-recognition
during the quarter of earnings related to a contract to build the Harrah's New
Orleans Casino and write-downs of certain other projects. The Harrah's contract
was suspended on November 22, 1995 due to a bankruptcy filing by the Harrah's
Jazz Company partnership, the developer of the casino. Centex and its
subcontractors have claims totalling nearly $40 million against the partnership
for completed but unpaid work. Centex's liability to its subcontractors is for
less than the total claim. Centex has filed a $40 million lawsuit against
Harrah's Entertainment, Inc., parent company of the major partner in the
partnership. Centex believes that it and its subcontractors will ultimately
recover a substantial portion of the money owed to them. Centex will complete
the evaluation of its recovery potential and determine what, if any, reserve
provisions may be required during the quarter ending March 31, 1996.
The Contracting and Construction Services operation provided a
positive average net cash flow in excess of Centex's investment in the group of
approximately $60 million during the current and prior year quarters.
EQUITY IN EARNINGS OF AFFILIATE (CXP)
Centex's 49% "Equity in Earnings of Affiliate (CXP)" was $7.5
million for the current quarter, a 73% increase over $4.3 million for the same
quarter a year ago. For the current nine months, Centex's 49% equity in CXP
totaled $21.4 million, 55% higher than $13.8 million for the same period in the
prior fiscal year. Centex Construction Products, Inc. benefited during the
quarter from continued strong product demand, improved operating efficiencies
in its wallboard plants and stronger than expected product shipments due to
unseasonably mild weather.
-11-
<PAGE> 15
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 credit facilities which aggregate
$600 million. These facilities are used by CTX to finance mortgages held
during the period they are being securitized and readied for delivery against
forward sale commitments.
During the nine months ended December 31, 1995 debt increased by
approximately $225 million. This includes a $172 million increase in CTX
Mortgage Company's credit facilities which funded the majority of the $178
million increase in residential mortgage loans. Approximately $50 million of
debt was used to fund the acquisition of Vista Properties.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
OUTLOOK
Recent lower level of interest rates has had a positive impact on
both the Home Building and Financial Services businesses. Improving backlog in
the businesses, coupled with the continuation of favorable results from CXP,
should continue to generate earnings gains for the remainder of fiscal 1996 and
provide the foundation for additional improvements in fiscal year 1997.
-12-
<PAGE> 16
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 a report on Form 8-K dated October
12, 1995, reporting the acquisition of equity securities of
Vista Properties, Inc., a Nevada Corporation.
All other items required under Part II are omitted because they are not
applicable.
-13-
<PAGE> 17
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 9, 1996 /s/ David W. Quinn
---------------------------------------
David W. Quinn
Executive Vice President and
Chief Financial Officer
(principal financial officer)
February 9, 1996 /s/ Michael S. Albright
---------------------------------------
Michael S. Albright
Vice President - Finance and Controller
(chief accounting officer)
-14-
<PAGE> 18
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.
-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 Three Months Ended December 31,
----------------------------------------------------------------------------------
1995 1994
--------------------------------------- ----------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 3,508 $ 3,371 $ 465 $ 4,467 $ 4,325 $ 379
Costs and Expenses 3,315 3,187 456 4,728 4,608 357
-------- -------- ------ -------- --------- -------
Earnings (Loss) Before Income Taxes 193 184 9 (261) (283) 22
Income Taxes - - - - - -
-------- -------- ------ -------- --------- -------
NET EARNINGS (LOSS) $ 193 $ 184 $ 9 $ (261) $ (283) $ 22
======== ======== ====== ======== ========= =======
EARNINGS (LOSS) PER SHARE/UNIT
(AVERAGE OUTSTANDING SHARES,
1,000; Units, 1,000) $ 184 $ 9 $ (283) $ 22
======== ====== ========= =======
</TABLE>
See notes to condensed combining financial statements.
-16-
<PAGE> 20
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
For The Nine Months Ended December 31,
----------------------------------------------------------------------------------
1995 1994
--------------------------------------- ----------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 13,989 $ 13,610 $ 1,546 $ 8,902 $ 8,499 $ 1,091
Costs and Expenses 13,600 13,445 1,322 9,529 9,197 1,020
-------- -------- ------- ------- ------- -------
Earnings (Loss) Before Income Taxes 389 165 224 (627) (698) 71
Income Taxes - - - - - -
-------- -------- ------- ------- ------- -------
NET EARNINGS (LOSS) $ 389 $ 165 $ 224 $ (627) $ (698) $ 71
======== ======== ======= ======= ======= =======
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 165 $ 224 $ (698) $ 71
======== ======= ======= =======
</TABLE>
See notes to condensed combining financial statements.
-17-
<PAGE> 21
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, 1995* March 31, 1995**
-------------------------------------- ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 1,209 $ 1,206 $ 3 $ 1,422 $ 1,403 $ 19
Accounts Receivable 419 590 188 187 570 187
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 - 7,700 7,700 - 7,700
Other 6,756 6,756 - 4,025 4,025 -
Investment in Affiliate - - 767 - - 767
Investment in Real Estate Joint Venture 151 151 - - - -
Projects Held for Development & Sale -
Forster Ranch - - - 53,493 53,493 -
Other 38,155 38,155 - 46,455 46,455 -
-------- -------- ------- -------- --------- -------
$ 54,390 $ 46,858 $ 8,658 $113,282 $ 105,946 $ 8,673
======== ======== ======= ======== ========= =======
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and
Accrued Liabilities $ 3,013 $ 2,757 $ 615 $ 2,480 $ 2,196 $ 854
Notes Payable -
Centex Corporation and Subsidiaries 7,600 - 7,600 7,600 - 7,600
Forster Ranch - - - 53,493 53,493 -
Other 2,976 2,976 - 2,992 2,992 -
Land Sale Deposits - - - 5 5 -
-------- -------- ------- -------- --------- -------
Total Liabilities 13,589 5,733 8,215 66,570 58,686 8,454
Stockholders' Equity and
Partners' Capital 40,801 41,125 443 46,712 47,260 219
-------- -------- ------- -------- --------- -------
$ 54,390 $ 46,858 $ 8,658 $113,282 $ 105,946 $ 8,673
======== ======== ======= ======== ========= =======
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-18-
<PAGE> 22
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,
-------------------------------------------------------------------------------------
1995 1994
---------------------------------------- -------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
--------- ------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings (Loss) $ 389 $ 165 $ 224 $ (627) $ (698) $ 71
Net Change in Payables, Accruals,
Deposits and Receivables 296 536 (240) 321 390 (69)
Increase in Notes Receivable (2,731) (2,731) - (2,897) (2,897) -
Increase in Advances to Joint Venture (151) (151) - - - -
Decrease in Projects Held
for Development and Sale 61,793 61,793 - 2,174 2,174 -
--------- --------- ------- -------- --------- ---------
59,596 59,612 (16) (1,029) (1,031) 2
--------- --------- ------- -------- --------- ---------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Notes Payable (53,509) (53,509) - 2,158 2,158 -
Capital Distributions (6,300) (6,300) - - - -
--------- --------- ------- -------- --------- ---------
(59,809) (59,809) - 2,158 2,158 -
--------- --------- ------- -------- --------- ---------
NET (DECREASE) INCREASE IN CASH (213) (197) (16) 1,129 1,127 2
CASH AT BEGINNING OF YEAR 1,422 1,403 19 101 101 -
--------- --------- ------- -------- --------- ---------
CASH AT END OF PERIOD $ 1,209 $ 1,206 $ 3 $ 1,230 $ 1,228 $ 2
========= ========= ======= ======== ========= =========
</TABLE>
See notes to condensed combining financial statements.
-19-
<PAGE> 23
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
DECEMBER 31, 1995
(unaudited)
(A) On November 30, 1987 Centex Corporation ("Centex") distributed to a
nominee all of the issued and outstanding shares of common stock of
3333 Holding Corporation ("Holding") and warrants to purchase
approximately 80% of the Class B units of limited partnership interest
in Centex Development Company, L.P. (the "Partnership"). 3333
Development Company ("Development"), a wholly-owned subsidiary of
Holding, serves as general partner of the Partnership. These
securities are held by the nominee on behalf of Centex stockholders
and will trade in tandem with the common stock of Centex until such
time as they are detached.
(B) See Note B to the condensed consolidated financial statements of
Centex Corporation and subsidiaries included elsewhere in this Form
10-Q for supplementary condensed combined financial statements for
Centex 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 $4,382,000 and $4,243,000 for the nine months ended
December 31, 1995 and 1994 respectively.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Nine Months Ended December 31, 1995
-----------------------------------------------------------------
3333 Holding Corporation
Centex Development Company, L.P. and Subsidiary
-------------------------------- ------------------------------
CLASS B GENERAL LIMITED CAPITAL IN
UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED
COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS
-------- -------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ 46,712 $ 500 $ 767 $ 45,993 $ 1 $ 800 $ (582)
Capital Distribution (6,300) - - (6,300) - - -
Net Earnings 389 - - 165 - - 224
---------- -------- -------- -------- -------- --------- --------
BALANCE AT DECEMBER 31, 1995 $ 40,801 $ 500 $ 767 $ 39,858 $ 1 $ 800 $ (358)
========== ======== ======== ======== ======== ========= ========
</TABLE>
During the quarter ended December 31, 1995, the Partnership made
capital distributions of $2.5 million to CREC.
(E) During November 1995, the Partnership tendered to its non-recourse
lender a deed to the remaining property in Forster Ranch, the
Partnership's pro rata portion of the 1995-1996 real property taxes,
an assignment of the Development Agreement made between the
Partnership and the City of San Clemente and payment of certain
developer fee credits. With these deliveries, the Partnership has
surrendered any and all interest it may have in the Forster Ranch
property to the lender.
The Forster Ranch property was carried by the Partnership at an amount
equal to the non-recourse indebtedness. Accordingly, these events had
no adverse effect on the financial condition or results of operations
of the Partnership or any related entities.
-20-
<PAGE> 24
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 and nine months ended
December 31, 1995 of $3.5 million and $14.0 million, respectively, included
results from the sale of commercial property in Texas, and residential property
in Florida and New Jersey. Revenues of $4.5 million and $8.9 million for the
quarter and nine months ended December 31, 1994, respectively, included the
sale of commercial property in California and Texas, and residential property
in Florida, New Jersey and Illinois. The quarter ended December 31, 1995
reflected combined net earnings of $193,000 compared to a net loss of $261,000
for the same quarter last year. The nine months ended December 31, 1995
reflected combined net earnings of $389,000 compared to a net loss of $627,000
for the same period last year. The improvement in earnings relates to the
higher gross margin on real estate sales in the periods ended December 31, 1995
compared to the same periods last year.
During November 1995, the Partnership tendered to its non-recourse
lender a deed to the remaining property in Forster Ranch, the Partnership's pro
rata portion of the 1995-1996 real property taxes, an assignment of the
Development Agreement made between the Partnership and the City of San Clemente
and payment of certain developer fee credits. With these deliveries, the
Partnership has surrendered any and all interest it may have in the Forster
Ranch property to the lender.
The Forster Ranch property was carried by the Partnership at an amount
equal to the non-recourse indebtedness. Accordingly, these events had no
adverse effect on the financial condition or results of operations of the
Partnership or any related entities.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended December 31, 1995, the Partnership made
capital distributions of $2.5 million to CREC, and for the nine months has made
total distributions of $6.3 million.
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.
-21-
<PAGE> 25
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 a report on Form 8-K dated November 22,
1995, relating to the Forster Ranch property.
All other items required under Part II are omitted because they are not
applicable.
-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.
3333 HOLDING CORPORATION
----------------------------
Registrant
February 9, 1996 /s/ J. Stephen Bilheimer
----------------------------
J. Stephen Bilheimer
President
February 9, 1996 /s/ Roger Sefzik
----------------------------
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
-23-
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTEX DEVELOPMENT COMPANY, L.P.
----------------------------------
Registrant
By: 3333 Development Corporation,
General Partner
February 9, 1996 /s/ J. Stephen Bilheimer
----------------------------------
J. Stephen Bilheimer
President
February 9, 1996 /s/ Roger Sefzik
----------------------------------
Roger Sefzik
Vice President and Treasurer
(chief accounting officer)
-24-
<PAGE> 28
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
DEVELOPMENT COMPANY L.P.'S DECEMBER 31, 1995, 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-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,206
<SECURITIES> 0
<RECEIVABLES> 7,346
<ALLOWANCES> 0
<INVENTORY> 38,155
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,858
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 500
0
0
<OTHER-SE> 40,625
<TOTAL-LIABILITY-AND-EQUITY> 46,858
<SALES> 13,610
<TOTAL-REVENUES> 13,610
<CGS> 13,445
<TOTAL-COSTS> 13,445
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 165
<INCOME-TAX> 0
<INCOME-CONTINUING> 165
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CORPORATION'S DECEMBER 31, 1995, 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-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 23,256
<SECURITIES> 0
<RECEIVABLES> 839,590
<ALLOWANCES> 0
<INVENTORY> 1,257,902
<CURRENT-ASSETS> 0
<PP&E> 83,376
<DEPRECIATION> 45,600
<TOTAL-ASSETS> 2,331,726
<CURRENT-LIABILITIES> 0
<BONDS> 320,981
<COMMON> 7,100
0
0
<OTHER-SE> 700,842
<TOTAL-LIABILITY-AND-EQUITY> 2,331,726
<SALES> 2,277,945
<TOTAL-REVENUES> 2,299,303
<CGS> 2,196,197
<TOTAL-COSTS> 2,196,197
<OTHER-EXPENSES> 10,910
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,202
<INCOME-PRETAX> 61,994
<INCOME-TAX> 24,414
<INCOME-CONTINUING> 37,580
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,580
<EPS-PRIMARY> 1.29
<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, 1995, 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-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 7,888
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,658
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 442
<TOTAL-LIABILITY-AND-EQUITY> 8,658
<SALES> 1,546
<TOTAL-REVENUES> 1,546
<CGS> 1,322
<TOTAL-COSTS> 1,322
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 224
<INCOME-TAX> 0
<INCOME-CONTINUING> 224
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
