<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
JOINT QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
JUNE 30, 1998
Commission File No. 1-6776
CENTEX CORPORATION
A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000
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
3100 McKinnon, Suite 370
Dallas, Texas 75201
(214) 981-6700
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.
Indicate the number of shares of each of the registrants' classes of common
stock (or other similar equity securities) outstanding as of the close of
business on July 31, 1998:
<TABLE>
<S> <C> <C>
Centex Corporation Common Stock 59,612,775 shares
3333 Holding Corporation Common Stock 1,000 shares
Centex Development Company, L.P. Class A Units of Limited Partnership Interest 32,260 units
Centex Development Company, L.P. Class C Units of Limited Partnership Interest 20,996 units
</TABLE>
<PAGE> 2
CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
FORM 10-Q TABLE OF CONTENTS
JUNE 30, 1998
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 June 30, 1998 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Cash Flows
for the Three Months Ended June 30, 1998 4
Notes to Condensed Consolidated Financial Statements 5 - 8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9 - 13
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
-i-
<PAGE> 3
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Combining Financial Statements 17
Condensed Combining Statement of Operations
for the Three Months Ended June 30, 1998 18
Condensed Combining Balance Sheets 19
Condensed Combining Statement of Cash Flows
for the Three Months Ended June 30, 1998 20
Notes to Condensed Combining Financial Statements 21 - 22
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 23
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25 - 26
</TABLE>
-ii-
<PAGE> 4
CENTEX CORPORATION
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The condensed consolidated financial statements include the accounts
of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Company's latest Annual Report on Form 10-K.
In the opinion of the Company, all adjustments necessary to present fairly the
information in the following condensed consolidated financial statements of the
Company have been included. The results of operations for such interim periods
are not necessarily indicative of the results for the full year.
-1-
<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
REVENUES
Home Building
Conventional Homes $ 561,194 $ 460,846
Manufactured Homes 42,445 31,894
Investment Real Estate 4,894 6,780
Financial Services 100,133 47,243
Construction Products 79,846 77,954
Contracting and Construction Services 322,094 236,658
------------ ------------
1,110,606 861,375
------------ ------------
COSTS AND EXPENSES
Home Building
Conventional Homes 520,526 433,386
Manufactured Homes 39,685 29,678
Investment Real Estate (2,509) (1,369)
Financial Services 76,421 42,038
Construction Products 52,885 54,548
Contracting and Construction Services 318,618 235,647
Other, net 2,306 1,349
Corporate General and Administrative 5,351 4,360
Interest Expense 8,193 7,806
Minority Interest 12,408 11,513
------------ ------------
1,033,884 818,956
------------ ------------
EARNINGS BEFORE INCOME TAXES 76,722 42,419
Income Taxes 28,561 15,409
------------ ------------
NET EARNINGS $ 48,161 $ 27,010
============ ============
EARNINGS PER SHARE
Basic $ 0.81 $ 0.46
============ ============
Diluted $ 0.78 $ 0.45
============ ============
AVERAGE SHARES OUTSTANDING
Basic 59,530,844 58,180,810
Common Share Equivalents
Options 2,041,701 1,550,942
Covertible Debenture 400,000 400,000
============ ============
Diluted 61,972,545 60,131,752
============ ============
CASH DIVIDENDS PER SHARE $ 0.04 $ 0.025
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Centex Corporation and
Subsidiaries Centex Corporation
--------------------------- ---------------------------
June 30, March 31, June 30, March 31,
1998* 1998** 1998* 1998**
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 101,568 $ 98,316 $ 73,884 $ 87,491
Receivables -
Residential Mortgage Loans 1,329,880 1,191,450 -- --
Other 433,936 390,891 381,662 337,558
Affiliates -- -- -- --
Inventories 1,204,073 1,064,554 1,204,073 1,064,554
Investments -
Centex Development Company 55,145 34,526 55,145 34,526
Joint Ventures and Other 32,647 7,558 32,647 7,558
Unconsolidated Subsidiaries -- -- 140,459 146,592
Property and Equipment, net 286,146 295,992 265,303 276,008
Other Assets -
Deferred Income Taxes 129,496 147,607 124,398 144,090
Goodwill, net 211,970 133,847 193,266 123,709
Mortgage Securitization Residual Interest 31,113 14,747 -- --
Deferred Charges and Other 38,919 36,731 24,506 23,730
----------- ----------- ----------- -----------
$ 3,854,893 $ 3,416,219 $ 2,495,343 $ 2,245,816
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 854,192 $ 799,154 $ 760,433 $ 711,564
Short-term Debt 1,527,772 1,152,873 267,446 73,823
Long-term Debt 208,431 237,715 208,431 237,715
Minority Stockholders' Interest 151,201 152,468 145,736 148,705
Negative Goodwill 78,837 82,837 78,837 82,837
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000 -- -- -- --
Shares, None Issued
Common Stock $.25 Par Value; Authorized 14,893 14,883 14,893 14,883
100,000,000 Shares; Issued and Outstanding
59,572,363 and 59,531,758 respectively
Capital in Excess of Par Value 34,259 36,761 34,259 36,761
Retained Earnings 985,308 939,528 985,308 939,528
----------- ----------- ----------- -----------
Total Stockholders' Equity 1,034,460 991,172 1,034,460 991,172
----------- ----------- ----------- -----------
$ 3,854,893 $ 3,416,219 $ 2,495,343 $ 2,245,816
=========== =========== =========== ===========
<CAPTION>
Financial Services
----------------------------
June 30, March 31,
1998* 1998**
----------- -----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 27,684 $ 10,825
Receivables -
Residential Mortgage Loans 1,329,880 1,191,450
Other 52,274 53,333
Affiliates (47,556) (58,299)
Inventories -- --
Investments -
Centex Development Company -- --
Joint Ventures and Other -- --
Unconsolidated Subsidiaries -- --
Property and Equipment, net 20,843 19,984
Other Assets -
Deferred Income Taxes 5,098 3,517
Goodwill, net 18,704 10,138
Mortgage Securitization Residual Interest 31,113 14,747
Deferred Charges and Other 14,413 13,001
----------- -----------
$ 1,452,453 $ 1,258,696
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 93,759 $ 87,590
Short-term Debt 1,260,326 1,079,050
Long-term Debt -- --
Minority Stockholders' Interest 5,465 3,763
Negative Goodwill -- --
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000 -- --
Shares, None Issued
Common Stock $.25 Par Value; Authorized 1 1
100,000,000 Shares; Issued and Outstanding
59,572,363 and 59,531,758 respectively
Capital in Excess of Par Value 74,944 74,944
Retained Earnings 17,958 13,348
----------- -----------
Total Stockholders' Equity 92,903 88,293
----------- -----------
$ 1,452,453 $ 1,258,696
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
* Unaudited
** Condensed from audited financial statements.
In the supplemental data presented above, "Centex Corporation" represents the
adding together of all subsidiaries other than those included in Financial
Services. Transactions between Centex Corporation and Financial Services have
been eliminated from the Centex Corporation and Subsidiaries balance sheets.
-3-
<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
--------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 48,161 $ 27,010
Adjustments -
Depreciation, Depletion and Amortization 9,096 5,633
Deferred Income Taxes 17,970 8,574
Equity in Loss (Earnings) of CDC and Joint Ventures 555 (666)
Minority Interest 12,408 11,513
Increase in Receivables (43,045) (4,589)
Increase in Residential Mortgage Loans (138,430) (49,960)
Increase in Inventories (139,519) (84,540)
Increase (Decrease) in Payables and Accruals 55,038 (58,682)
Increase in Other Assets (99,486) (14,128)
Other, net (13,675) (19,097)
--------- ---------
(290,927) (178,932)
--------- ---------
CASH FLOWS - INVESTING ACTIVITIES
(Increase) Decrease in Investments (46,263) 815
Property and Equipment Additions, net (300) (12,254)
--------- ---------
(46,563) (11,439)
--------- ---------
CASH FLOWS - FINANCING ACTIVITIES
Increase in Debt
Secured by Residential Mortgage Loans 181,276 80,337
Other 164,339 116,761
Retirement of Common Stock (3,544) --
Proceeds from Stock Option Exercises 1,052 5,614
Dividends Paid (2,381) (1,459)
--------- ---------
340,742 201,253
--------- ---------
NET INCREASE IN CASH 3,252 10,882
CASH AT BEGINNING OF PERIOD 98,316 31,320
--------- ---------
CASH AT END OF PERIOD $ 101,568 $ 42,202
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(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, 1998 $ -- $ 14,883 $ 36,761 $ 939,528 $ 991,172
Net Earnings -- -- -- 48,161 48,161
Exercise of Stock Options -- 53 999 -- 1,052
Retirement of 173,100 Shares -- (43) (3,501) -- (3,544)
Cash Dividends -- -- -- (2,381) (2,381)
------ ----------- ----------- ----------- -----------
BALANCE, JUNE 30, 1998 $ -- $ 14,893 $ 34,259 $ 985,308 $ 1,034,460
====== =========== =========== =========== ===========
</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. ("CDC"). A
wholly-owned subsidiary of 3333 Holding Corporation serves as general
partner of Centex Development Company, L. P. These securities are held by
the nominee on behalf of Centex stockholders, and will trade in tandem
with the common stock of Centex, until such time as they are detached.
Supplementary condensed combined financial statements for Centex, 3333
Holding Corporation and Subsidiary and Centex Development Company, L. P.
are as follows:
-5-
<PAGE> 9
NOTES - continued
CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L. P.
SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998 *
---------- ----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 102,446 $ 98,576
Receivables 1,770,890 1,588,247
Inventories 1,274,797 1,107,941
Investments in Joint Ventures and Other 32,813 10,598
Property and Equipment, net 286,273 296,080
Other Assets 412,218 333,044
---------- ----------
$3,879,437 $3,434,486
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 863,236 $ 802,547
Short-term Debt 1,542,372 1,166,694
Long-term Debt 208,431 237,715
Minority Stockholders' Interest 151,201 152,468
Negative Goodwill 78,837 82,837
Stockholders' Equity 1,035,360 992,225
---------- ----------
$3,879,437 $3,434,486
========== ==========
*Condensed from audited financial statements
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<CAPTION>
For the Three Months Ended
June 30,
--------------------------
1998 1997
---------- ----------
Revenues $1,115,033 $ 864,183
Costs and Expenses 1,038,464 821,672
---------- ----------
Earnings Before Income Taxes 76,569 42,511
Income Taxes 28,561 15,409
---------- ----------
NET EARNINGS $ 48,008 $ 27,102
========== ==========
</TABLE>
-6-
<PAGE> 10
Notes - continued
(C) In order to assure the future availability of land for homebuilding, the
Company has made deposits totaling approximately $36 million as of June
30, 1998 for options to purchase undeveloped land and developed lots
having a total purchase price of approximately $805 million. These
options and commitments expire at various dates to the year 2003. The
Company has also committed to purchase land and developed lots totaling
approximately $7 million. In addition, the Company has executed lot
purchase contracts with CDC which aggregate approximately $4 million.
(D) Interest expense relating to the Financial Services operations is
included in its costs and expenses. Interest related to non-financial
services is included as interest expense.
Three Months Ended
----------------------------
6/30/98 6/30/97
------------ -----------
Total Interest Incurred $ 27,778 $ 17,004
Less - Financial Services (19,585) (9,198)
------------ -----------
Interest Expense $ 8,193 $ 7,806
============ ===========
(E) During April 1994, Centex Construction Products, Inc. ("CXP") completed
an initial public offering of its stock which began trading on the New
York Stock Exchange under the symbol "CXP". Centex's ownership interest
in CXP was 56.4% as of June 30, 1998.
(F) During the quarter ended June 30, 1996, Centex's Home Building subsidiary
completed a business combination transaction and reorganization with
Vista Properties, Inc. As a result of the combination, Centex's
Investment Real Estate portfolio, valued in excess of $125 million, was
reduced to a nominal "book basis" after recording certain Vista-related
tax benefits. As these properties are developed or sold, the net sales
proceeds will be reflected as operating margin. "Negative Goodwill"
recorded as a result of the business combination is being amortized to
earnings over approximately seven years which represents the estimated
period over which the land will be developed and/or sold.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment.
(G) During March 1997, Centex Real Estate Corporation acquired approximately
80% of Cavco Industries, Inc.'s ("Cavco") outstanding common stock for a
total of $74.3 million. Goodwill of $68.7 million was recorded in
connection with the acquisition (approximately $53.6 million relates to
the 80% acquired by Centex) and is being amortized to earnings over 30
years.
Cavco's operations are being reported through the "Manufactured Homes"
segment within the Home Building line of business.
-7-
<PAGE> 11
Notes - continued
(H) In December 1997, Centex adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings per Share." All per share data
has been restated to conform to the provisions of this Statement. Basic
earnings per share is computed based on the weighted-average number of
shares of common stock outstanding. Diluted earnings per share, computed
similarly to fully diluted earnings per share, is computed based upon
basic plus the dilution of the stock options and the convertible
debenture.
Options to purchase approximately two million shares of common stock at
approximately $38.50 per share (expiring in April 2008) were outstanding
during the quarter ended and as of June 30, 1998 but were not included in
the computation of diluted EPS because they were anti-dilutive.
(I) Effective April 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components. There are no items that the
Company is required to recognize as components of comprehensive income.
(J) Statement of Financial Accounting Standards No. 131, issued in June 1997,
changes the way public companies report information about segments. SFAS
No. 131, which is based on the management approach to segment reporting,
requires companies to report selected quarterly segment information and
entity-wide disclosures about products and services, major customers, and
the material countries in which the entity holds assets and reports
revenues. Although this Statement will be effective for the Company's
1999 annual financial statements, the Company does not expect a
significant effect on the presentation of its financials.
-8-
<PAGE> 12
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex's consolidated revenues for the quarter were $1.1 billion, a 29%
increase over $861.4 million for the same quarter last year. Earnings before
income taxes were $76.7 million, 81% higher than $42.4 million last year. Net
earnings were $48.2 million and diluted earnings per share were $.78 for this
quarter compared to $27.0 million and $.45, respectively, for the same quarter
last year.
HOME BUILDING
Conventional Homes
The following summarizes Conventional Homes' results for the quarter
ended June 30, 1998 compared to the quarter ended June 30, 1997 (dollars in
millions, except per unit data):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
6/30/98 6/30/97
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
Conventional Homes Revenues $ 561.2 100.0% $ 460.8 100.0%
Cost of Sales (440.3) (78.5%) (369.1) (80.1%)
Selling, General & Administrative (80.2) (14.3%) (64.2) (13.9%)
----------- ------------- ------------ -------------
Operating Earnings $ 40.7 7.2% $ 27.5 6.0%
=========== ============= ============ =============
Units Closed 2,982 2,566
% Change 16.2% (17.1%)
Unit Sales Price $ 184,363 $ 177,469
% Change 3.9% 6.0%
Operating Earnings per Unit $ 113,638 $ 10,701
% Change 27.4% 13.9%
</TABLE>
Home sales (orders) were 3,589 for the quarter this year, compared to
3,099 units for the same quarter a year ago. The backlog of homes sold but not
closed at June 30, 1998 was 6,058 units, including 511 units related to the
newly acquired Wayne Homes operation, 25% higher than 4,841 units at June 30,
1997. Centex is currently operating slightly fewer neighborhoods than it did a
year ago.
-9-
<PAGE> 13
Manufactured Homes
The following summarizes Manufactured Homes' results for the quarter
ended June 30, 1998 compared to the quarter ended June 30, 1997 (dollars in
millions):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
6/30/98 6/30/97
----------------------- ------------------------
<S> <C> <C> <C> <C>
Manufactured Homes Revenues $ 42.4 100.0% $ 31.9 100.0%
Cost of Sales (33.4) (78.8%) (26.4) (82.6%)
Selling, General & Administrative (5.4) (12.7%) (2.7) (8.7%)
--------- --------- ---------- ---------
Earnings Before Goodwill and Minority Interest 3.6 8.5% 2.8 8.7%
========= =========
Goodwill Amortization (.9) (.6)
Minority Interest (.5) (.5)
--------- ----------
Operating Earnings $ 2.2 $ 1.7
========= ==========
Units Produced 1,566 1,218
========= ==========
Retail Unit Sales, Including 183 Cavco-Produced
Units in the 1998 Period 228 -
========= ==========
</TABLE>
INVESTMENT REAL ESTATE
For the quarter ended June 30, 1998, Centex's Investment Real Estate
operation, through which all investment property transactions are reported, had
operating earnings of $7.4 million, 9% lower than $8.1 million last year.
FINANCIAL SERVICES
The following summarizes Financial Services' results for the quarter
ended June 30, 1998 compared to the quarter ended June 30, 1997 (dollars in
millions):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
6/30/98 6/30/97
------------- -------------
<S> <C> <C>
Revenues $ 100.1 $ 47.2
------- -------
Operating Earnings $ 23.7 $ 5.2
------- -------
Origination Volume $ 2,597 $ 1,432
------- -------
% Change 81% 2%
Number of Loans Originated
CTX Mortgage Company ("CTX") -
Centex-built Homes ("Builder") 2,081 1,772
Non-Centex-built Homes ("Retail") 16,242 9,480
------- -------
18,323 11,252
Centex Home Equity Corporation ("CHEC") 3,516 1,176
Centex Finance Company 143 --
------- -------
21,982 12,428
======= =======
% Change 77% 3%
</TABLE>
-10-
<PAGE> 14
CTX's Builder applications for the quarter of 2,542 increased 6% over
last year while Retail applications rose 64% to 16,649. CTX's profit per loan of
$1,159 for this year's quarter was a 135% improvement over the per loan profit
of $493 for last year's quarter as a result of increased originations and the
centralization of certain back-office functions.
CHEC generated 13,088 sub-prime loan applications for the quarter, an
increase of 358% compared to the same quarter a year ago. CHEC's profit per loan
was $834 for this year's quarter compared to a loss last year at this time.
The recently opened manufactured-home finance unit, Centex Finance
Company, originated 143 loans during the quarter and had net start-up costs of
approximately $500,000.
CONSTRUCTION PRODUCTS
Revenues from CXP were $79.8 million for the quarter this year, 2% higher
than last year. CXP's operating earnings, net of minority interest, were $15.0
million for the quarter this year, 23% higher than last year's earnings.
CXP's record operating earnings resulted from improved results in each of
its businesses. Pricing improved for every product, and sales volumes were
higher for Gypsum Wallboard and Concrete. Cement sales volume declined 7% due to
wet-weather delays in some markets, but this volume should be recouped over the
next two quarters.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services' results
for the quarter ended June 30, 1998 compared to the quarter ended June 30, 1997
(dollars in millions):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
6/30/98 6/30/97
------------- -------------
<S> <C> <C>
Revenues $ 322.1 $ 236.7
-------- --------
Operating Earnings $ 3.5 $ 1.0
-------- --------
New Contracts Received $ 391 $ 188
-------- --------
Backlog of Uncompleted Contracts $ 1,228 $ 1,066
-------- --------
</TABLE>
The Harrah's New Orleans Casino 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 Landis Construction Co., Inc. ("Centex Landis")
and its subcontractors filed claims against the partnership for completed but
unpaid work. Centex Landis also filed a lawsuit against Harrah's Entertainment,
Inc., parent company of the major partner in the partnership, to recover its
claims. In late November 1996, Centex Landis and Harrah's reached a settlement
which is conditioned upon Harrah's plan of reorganization becoming effective. It
appears that the plan will become effective in the fall of 1998, at which time
Harrah's would pay $34 million in settlement of the claims of Centex Landis and
its subcontractors. Upon payment of such sum, Centex Landis would resume
construction of the casino.
In October 1992, Martin County sued one of the Company's general
contracting subsidiaries, Centex-Rooney Construction Co., Inc. ("Rooney"),
alleging defects in the design and construction of the Martin County Courthouse
in Stuart, Florida. Rooney was construction manager of the project. In July
1996, a judgment of $14.2 million was returned against Rooney, and in April
1997, Martin County also obtained a judgment of $3.2 million in attorney's fees
and costs. Both judgments, together with interest, currently approach $20
million. Recently, the 4th District Court of Appeals affirmed the $14.2 million
judgment and Rooney is now preparing a motion for re-hearing and an appeal to
the Supreme Court of Florida. Rooney's appeal of the $3.2 million award is
still pending. At this time, Rooney
-11-
<PAGE> 15
is prosecuting claims and lawsuits against subcontractors, their insurance
carriers and Rooney's own insurance carriers for recovery of the judgments. One
of Rooney's carriers has agreed to pay approximately $3.5 million. While there
is no assurance that Rooney's appeal will be successful or that it will recover
from such subcontractors or other insurance carriers, management believes that
Rooney will be able to recover substantially all of both judgments. In any case,
these judgments would not have a material impact on the financial condition of
the Company.
YEAR 2000 CONVERSION
The year 2000 conversion is being addressed by the Company for each line
of business. The ongoing process of identification, evaluation and
implementation of changes to computer systems and software necessary for the
year 2000 conversion has been underway since fiscal 1997. Potential software
failures due to processing errors potentially arising from calculations using
the year 2000 date are not believed to be a significant risk. The total costs of
compliance and the effect on the Company's future results of operations are not
believed to be material and are expected to be accomplished within the normal
process of upgrading hardware and software.
STOCK REPURCHASES
Since April 1998, the Company has repurchased 173,100 shares of common
stock under its stock-option-related repurchase program. The Company will
continue to repurchase shares under this program.
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 $1 billion of committed and $800 million of
uncommitted credit facilities to finance mortgages which are held during the
period they are being securitized and readied for delivery against forward sale
commitments. Centex Home Equity Corporation has its own $300 million credit
facility to finance sub-prime mortgages held until securitization.
The $345.6 million increase in debt was primarily used to fund the
increase in both residential mortgage loans and inventories. The increase in
residential mortgage loans is primarily due to an increase in mortgage
refinancing activity which is attributed to continuing favorable mortgage
interest rates.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
OTHER DEVELOPMENTS AND OUTLOOK
Favorable interest rates and the strong national economy in recent months
have positively affected the Company's businesses. If interest rates and general
economic conditions remain at or near current levels, Centex's Home Building and
Financial Services results could surpass fiscal 1998's performance levels.
Centex's other businesses also should continue to report improved results,
including CXP which is anticipated to have its fifth consecutive year of
improved earnings.
-12-
<PAGE> 16
FORWARD-LOOKING STATEMENTS
The information contained in this Report includes forward-looking
statements involving a number of risks and uncertainties. Forward-looking
statements may be identified by the context of the statement and generally arise
when the Company is discussing its beliefs, estimates or expectations. In
addition to the factors discussed elsewhere in this document, other determinants
that could cause actual results to differ include increases in short- and/or
long-term interest rates or a change in the relationship between short- and
long-term interest rates; business conditions; growth in the home building,
investment real estate, financial services, construction products and
contracting and construction services industries in the local markets which the
Company through its subsidiaries conducts business and in the economy in
general: competitive factors, governmental regulation and the cost and
availability of raw materials. These and other factors are described in the
Joint Annual Report on Form 10-K of Centex Corporation and 3333 Holding
Corporation and Centex Development Company, L.P., and in the Annual Report on
Form 10-K for Centex Construction Products, Inc., for the fiscal year ended
March 31, 1998. Both reports are filed with the Securities and Exchange
Commission.
-13-
<PAGE> 17
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended June 30, 1998.
All other items required under Part II are omitted because they are not
applicable.
-14-
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTEX CORPORATION
------------------------------
Registrant
August 12, 1998 /s/ David W. Quinn
------------------------------
David W. Quinn
Vice Chairman and
Chief Financial Officer
(principal financial officer)
August 12, 1998 /s/ Barry G. Wilson
------------------------------
Barry G. Wilson
Controller
(chief accounting officer)
-15-
<PAGE> 19
[This page intentionally left blank.]
-16-
<PAGE> 20
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.
-17-
<PAGE> 21
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per unit/share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
-----------------------------------------------------------------------------------------
1998 1997
------------------------------------------ ---------------------------------------
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 $ 6,308 $ 6,076 $ 476 $ 3,741 $ 3,623 $ 412
Costs and Expenses 6,654 6,269 629 2,950 2,924 320
-------- -------- -------- -------- -------- --------
Earnings (Loss) Before Income Taxes (346) (193) (153) 791 699 92
Income Taxes -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
NET EARNINGS (LOSS) $ (346) $ (193) $ (153) $ 791 $ 699 $ 92
======== ======== ======== ======== ======== ========
NET EARNINGS (LOSS) PER UNIT/SHARE $ (3.93) $ (153) $ 21.67 $ 92
======== ======== ======== ========
WEIGHTED-AVERAGE UNITS/
SHARES OUTSTANDING 49,119 1,000 32,260 1,000
</TABLE>
See notes to condensed combining financial statements.
-18-
<PAGE> 22
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1998* March 31, 1998**
------------------------------------- --------------------------------------
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 $ 878 $ 878 $ -- $ 260 $ 259 $ 1
Accounts Receivable 1,855 2,793 725 976 8,552 761
Notes Receivable -
Centex Corporation and Subsidiaries -- -- -- 7,700 -- 7,700
Other 5,335 5,335 -- 5,110 5,110 --
Investment in Affiliate -- -- 1,047 -- -- 849
Investment in Real Estate Joint Ventures 166 666 523 3,040 2,478 562
Commercial Properties, net 1,936 1,936 -- 1,946 1,946 --
Projects Under Development and
Held for Sale 67,901 66,269 609 41,265 40,815 450
Property and Equipment, net 127 25 102 88 -- 88
Other Assets 720 612 108 112 100 12
-------- -------- -------- -------- -------- --------
$ 78,918 $ 78,514 $ 3,114 $ 60,497 $ 59,260 $ 10,423
======== ======== ======== ======== ======== ========
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and Accrued
Liabilities $ 9,044 $ 9,584 $ 1,403 $ 4,341 $ 4,370 $ 8,390
Notes Payable -
Centex Corporation and Subsidiaries 1,311 -- 1,311 1,480 -- 1,480
Bank Development Facilities 14,600 14,600 -- 13,821 13,821 --
-------- -------- -------- -------- -------- --------
Total Liabilities 24,955 24,184 2,714 19,642 18,191 9,870
Stockholders' Equity and
Partners' Capital 53,963 54,330 400 40,855 41,069 553
-------- -------- -------- -------- -------- --------
$ 78,918 $ 78,514 $ 3,114 $ 60,497 $ 59,260 $ 10,423
======== ======== ======== ======== ======== ========
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-19-
<PAGE> 23
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
----------------------------------------------------------------------------------
1998 1997
-------------------------------------- ----------------------------------------
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) $ (346) $ (193) $ (153) $ 791 $ 699 $ 92
Net Change in Payables, Accruals
and Receivables 3,824 10,973 (6,951) 333 739 (406)
(Increase) Decrease in Notes Receivable (225) (225) -- 665 665 --
Decrease in Advances to Joint Venture 2,874 1,812 39 19 19 --
Increase in Investment in Affiliates -- -- (198) -- -- --
(Increase) Decrease in Projects Under
Development and Held for Sale (26,636) (25,454) (159) 2,195 2,195 --
Decrease in Commercial Properties, net 10 10 -- -- -- --
Property and Equipment Additions, net (39) (25) (14) -- -- --
Increase in Other Assets (608) (512) (96) (110) (110) --
-------- -------- -------- -------- -------- --------
(21,146) (13,614) (7,532) 3,893 4,207 (314)
-------- -------- -------- -------- -------- --------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Notes Payable -
Centex Corporation and Subsidiaries (169) -- (169) 315 -- 315
Other 779 779 -- (555) (555) --
Decrease in Notes Receivable -
Centex Corporation and Subsidiaries 7,700 -- 7,700 -- -- --
Capital Contributions 13,454 13,454 -- -- -- --
Capital Distributions -- -- -- (3,000) (3,000) --
-------- -------- -------- -------- -------- --------
21,764 14,233 7,531 (3,240) (3,555) 315
-------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH 618 619 (1) 653 652 1
CASH AT BEGINNING OF YEAR 260 259 1 630 625 5
-------- -------- -------- -------- -------- --------
CASH AT END OF PERIOD $ 878 $ 878 $ -- $ 1,283 $ 1,277 $ 6
======== ======== ======== ======== ======== ========
</TABLE>
See notes to condensed combining financial statements.
-20-
<PAGE> 24
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
JUNE 30, 1998
(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. ("CDC" or the "Partnership"). 3333
Development Corporation ("Development"), a wholly-owned subsidiary of
Holding, serves as the 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.
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.
(B) Holding entered into a services agreement in May 1987 with Centex
Service Company ("CSC"), a wholly-owned subsidiary of Centex, whereby
CSC provides certain tax, accounting and other similar services for
Holding at a fee of $2,500 per month. During the June 1998 quarter, the
service agreement was amended to also include certain real estate
development and management services and the related fee was increased
to $30,000 per month.
In connection with Holding's acquisition of additional shares of common
stock of Development in 1987, Holding borrowed $7.7 million from Centex
pursuant to a secured promissory note (the "Holding Note"). On May 29,
1998, the outstanding principal balance on the Holding Note was repaid.
The Holding Note, which had a fluctuating balance during April and May
1998, bore interest, payable quarterly, at the prime rate of interest
of NationsBank plus 1%. Interest expense on the Holding Note during the
June 1998 quarter totaled $62,000.
In 1987, Development loaned $7.7 million to a wholly-owned subsidiary
of Centex pursuant to an unsecured promissory note and related loan
agreement. The note bore interest, payable quarterly, at the prime rate
of interest of NationsBank plus 7/8%. On May 29, 1998, the outstanding
principal balance on the note was repaid. Interest income on the note
totaled $116,000 for the quarter ended June 30, 1998.
CDC sells lots to Centex Homes pursuant to certain purchase and sale
agreements. Revenues from these sales totaled $1.9 million and $594,000
for the three months ended June 30, 1998 and 1997, respectively.
Additionally, during the three months ended June 30, 1997, the
Partnership sold property located in Carrollton, Texas to Centex Homes
for $2.9 million.
During fiscal year 1998, Centex Multi-Family Company, L.P.,
("Multi-Family"), a subsidiary of CDC, executed a construction contract
with one of Centex's construction subsidiaries in the amount of $13.2
million for the construction of a 304-unit apartment project north of
Dallas in The Colony, Texas.
In April 1998, CDC acquired a 49% equity interest in an entity which
purchased real estate assets from a Centex subsidiary for $3.1 million.
-21-
<PAGE> 25
(C) During fiscal year 1998, the partnership agreement governing CDC was
amended to allow for the issuance of a new class of limited partnership
units, Class C Preferred Partnership Units ("Class C Units"), to be
issued in exchange for assets contributed by a limited partner, or by
an individual or entity who is to be admitted as a limited partner.
During the June 1998 quarter, Centex Homes, CDC's sole limited partner,
contributed assets valued at $13.5 million in exchange for 13,454 Class
C Units.
(D) A summary of changes in stockholders' equity and partners' capital is
presented below (dollars in thousands):
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 1998
----------------------------------------------------------------------------------------
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, 1998 $ 40,855 $ 500 $ 767 $ 39,802 $ 1 $ 800 $ (248)
Capital Contributions 13,454 -- -- 13,454 -- -- --
Net Earnings (346) -- -- (193) -- -- (153)
-------- -------- -------- -------- -------- -------- --------
BALANCE AT JUNE 30, 1998 $ 53,963 $ 500 $ 767 $ 53,063 $ 1 $ 800 $ (401)
======== ======== ======== ======== ======== ======== ========
</TABLE>
The Partnership agreement provides that Class A and Class C limited
partners are entitled to a cumulative preferred return of 9% per annum
on the average outstanding balance of their Unrecovered Capital.
Unrecovered Capital represents initial capital contributions as reduced
by repayments and is the basis for preference accruals. No preference
payments were made during the quarter. Preference payments in arrears
at June 30, 1998 for Class A and Class C limited partners amounted to
$4.9 million and $378,000, respectively, and Unrecovered Capital for
Class A and Class C limited partners aggregated approximately $54
million.
-22-
<PAGE> 26
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
On a combined basis, revenues for the quarter ended June 30, 1998 totaled
$6.3 million versus $3.7 million for the same period of the prior year. The
increase in revenues is largely attributable to $2.1 million in revenues
generated from the sale of homes in New Jersey. Real estate sales during the
June 1998 quarter also included industrial land in Ventura County, California,
commercial land in The Colony, Texas and residential land in Naples, Florida and
in Allen, Texas. Revenues for the quarter ended June 30, 1997 consisted
primarily of the sale of commercial property located in Carrollton, Texas,
including one office and five warehouse buildings, and residential land in East
Windsor, New Jersey.
The Companies had a combined net loss for the quarter ended June 30, 1998
of $346,000 compared to combined net earnings of $791,000 for the same period in
the prior year. The decreased earnings in the current period were primarily a
result of increased general and administrative costs associated with the
Companies expanded commercial and multi-family development efforts and lower
margins on the sale of real estate. Margins on real estate sales in the June
1998 quarter were 2.8% versus 24.8% in the prior year period.
LIQUIDITY AND CAPITAL RESOURCES
During the June 30, 1998 quarter, 13,454 Class C Preferred Partnership
Units were issued in exchange for assets valued at $13.5 million. The revenues,
earnings and liquidity of the Companies for the next 12 to 18 months will be
largely dependent on future real estate and home sales, the timing of which are
uncertain. Commercial development operations have recently been initiated and
are not anticipated to provide a significant source of earnings or liquidity for
approximately 18 months.
The Companies believe that they will be able to provide or obtain the
necessary funding for their current operations and future expansion needs. The
ability of the partnership to obtain external debt or equity capital is subject
to the partnership agreement (as amended) governing the Partnership.
-23-
<PAGE> 27
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.2 - Financial Data Schedule
Exhibit 27.3 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended June 30, 1998.
All other items required under Part II are omitted because they are not
applicable.
-24-
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
3333 HOLDING CORPORATION
------------------------------------------
Registrant
August 12, 1998 /s/ Richard C. Decker
------------------------------------------
Richard C. Decker
President and Chief Executive Officer
(principal executive officer)
August 12, 1998 /s/ Kimberly A. Pinson
------------------------------------------
Kimberly A. Pinson
Vice President, Treasurer and Controller
(principal financial officer
and principal accounting officer)
-25-
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTEX DEVELOPMENT COMPANY, L.P.
-----------------------------------------
Registrant
By: 3333 Development Corporation,
General Partner
August 12, 1998 /s/ Richard C. Decker
-----------------------------------------
Richard C. Decker
President and Chief Executive Officer
(principal executive officer)
August 12, 1998 /s/ Kimberly A. Pinson
-----------------------------------------
Kimberly A. Pinson
Vice President, Treasurer and Controller
(principal financial officer
and principal accounting officer)
-26-
<PAGE> 30
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 27.1 Financial Data Schedule -- Centex Corporation
Exhibit 27.2 Financial Data Schedule -- 3333 Holding Corporation
Exhibit 27.3 Financial Data Schedule -- Centex Development Company, L.P.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CORPORATION'S JUNE 30, 1998, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<CIK> 0000018532
<NAME> CENTEX CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 101,568
<SECURITIES> 0
<RECEIVABLES> 1,763,816
<ALLOWANCES> 0
<INVENTORY> 1,204,073
<CURRENT-ASSETS> 0
<PP&E> 510,125
<DEPRECIATION> 223,979
<TOTAL-ASSETS> 3,854,893
<CURRENT-LIABILITIES> 0
<BONDS> 208,431
0
0
<COMMON> 14,893
<OTHER-SE> 1,019,567
<TOTAL-LIABILITY-AND-EQUITY> 3,854,893
<SALES> 1,110,606
<TOTAL-REVENUES> 1,110,606
<CGS> 1,007,932
<TOTAL-COSTS> 1,007,932
<OTHER-EXPENSES> 17,759
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,193
<INCOME-PRETAX> 76,722
<INCOME-TAX> 28,561
<INCOME-CONTINUING> 48,161
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,161
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.78
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING
CORPORATION'S JUNE 30, 1998, 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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 725
<ALLOWANCES> 0
<INVENTORY> 609
<CURRENT-ASSETS> 0
<PP&E> 125
<DEPRECIATION> (23)
<TOTAL-ASSETS> 3,114
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 399
<TOTAL-LIABILITY-AND-EQUITY> 3,114
<SALES> 476
<TOTAL-REVENUES> 476
<CGS> 629
<TOTAL-COSTS> 629
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (153)
<INCOME-TAX> 0
<INCOME-CONTINUING> (153)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (153)
<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 JUNE 30, 1998, 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> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 878
<SECURITIES> 0
<RECEIVABLES> 2,793
<ALLOWANCES> 0
<INVENTORY> 68,205
<CURRENT-ASSETS> 0
<PP&E> 30
<DEPRECIATION> 5
<TOTAL-ASSETS> 78,514
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 53,830
<TOTAL-LIABILITY-AND-EQUITY> 78,514
<SALES> 6,076
<TOTAL-REVENUES> 6,076
<CGS> 6,269
<TOTAL-COSTS> 6,269
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (193)
<INCOME-TAX> 0
<INCOME-CONTINUING> (193)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (193)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
