SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
----------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-14830
CONTINENTAL HOMES HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 86-0554624
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7001 N. Scottsdale Road, Suite 2050 85253
Scottsdale, Arizona (Zip Code)
(Address of principal executive offices)
(602) 483-0006
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES __X__ NO _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Outstanding at
Class of Common Stock September 30, 1997
--------------------- ------------------
$.01 par value 6,857,930
- --------------------------------------------------------------------------------
<PAGE>
CONTINENTAL HOMES HOLDING CORP.
FORM 10-Q
FOR THE QUARTER ENDED
AUGUST 31, 1997
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements:
Consolidated Balance Sheets as of August 31, 1997 and
May 31, 1997..........................................................3
Consolidated Statements of Income for the three months ended
August 31, 1997 and 1996..............................................4
Consolidated Statements of Cash Flows for the three months ended
August 31, 1997 and 1996..............................................5
Notes to Unaudited Consolidated Financial Statements....................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................8
PART II. OTHER INFORMATION
Item 3. Legal Proceedings..................................................13
Item 4. Submission of matters to a vote of Security Holders................13
Item 6. Exhibits and Reports on Form 8-K...................................13
2
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
August 31, May 31,
1997 1997
---- ----
(In thousands)
<S> <C> <C>
ASSETS
Homebuilding:
Cash and cash equivalents $ 22,253 $ 23,759
Receivables 16,157 27,894
Homes, lots and improvements in production 413,133 392,540
Property and equipment, net 3,961 3,656
Prepaid expenses and other assets 21,437 20,868
Excess of cost over related net assets acquired 9,235 9,565
Deferred income tax asset 3,342 2,471
--------- ---------
489,518 480,753
--------- ---------
Mortgage banking:
Mortgage loans held for sale 35,356 27,229
Other assets 644 274
--------- ---------
36,000 27,503
--------- ---------
Total assets $ 525,518 $ 508,256
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding:
Accounts payable and other liabilities $ 63,206 $ 62,163
Notes payable, senior and convertible subordinated debt 279,630 270,763
--------- ---------
342,836 332,926
--------- ---------
Mortgage banking:
Notes payable 16,049 15,662
Other liabilities 654 560
--------- ---------
16,703 16,222
--------- ---------
Total liabilities 359,539 349,148
--------- ---------
Minority Interest 3,875 4,209
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized - 2,000,000 shares, Issued - None -- --
Common Stock $.01 par value:
Authorized - 20,000,000 shares
Issued - 7,080,900 shares 71 71
Treasury stock, at cost - 224,220 and 228,320 shares (2,940) (2,973)
Capital in excess of par value 60,896 60,878
Retained earnings 104,077 96,923
--------- ---------
Total stockholders' equity 162,104 154,899
--------- ---------
Total liabilities and stockholders' equity $ 525,518 $ 508,256
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated balance sheets.
3
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
August 31,
----------
1997 1996
---- ----
<S> <C> <C>
REVENUES
Home sales $ 185,437 $ 183,664
Land sales 1,970 481
Mortgage banking and title operations 3,357 3,266
Other income, net (424) 125
----------- -----------
Total revenues 190,340 187,536
----------- -----------
COSTS AND EXPENSES
Homebuilding:
Cost of home sales 153,410 149,674
Cost of land sales 2,001 496
Selling, general and administrative expenses 19,072 18,640
Interest, net 731 1,385
Minority interest (334) (110)
Mortgage banking and title operations:
Selling, general and administrative expenses 2,448 2,056
Interest, net (210) (201)
----------- -----------
Total costs and expenses 177,118 171,940
----------- -----------
Income before income taxes and extraordinary loss 13,222 15,596
Income taxes 5,403 6,360
----------- -----------
Income from operations 7,819 9,236
Extraordinary loss:
Loss on extinquishment of debt; net of
income taxes of $233 (322) --
----------- -----------
Net Income $ 7,497 $ 9,236
=========== ===========
Earnings per common share:
Income from operations $ 1.14 $ 1.32
Net Income 1.09 1.32
Earnings per common share assuming full dilution:
Income from operations $ .82 $ .95
Net Income .79 .95
Cash dividend per share $ .05 $ .05
Weighted average number of shares outstanding 6,853,626 7,003,206
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
4
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
August 31,
----------
1997 1996
---- ----
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,497 $ 9,236
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 828 812
Minority interest (334) (111)
Increase (decrease) in deferred income taxes (871) (312)
Decrease (increase) in assets:
Homes, lots and improvements in production (20,593) (18,842)
Receivables 3,610 2,824
Prepaid expenses and other assets (1,126) (4,353)
Increase in liabilities:
Accounts payable and other liabilities 1,137 8,118
-------- --------
Net cash provided (used) by operating activities (9,852) (2,628)
-------- --------
Cash flows from investing activities:
Net additions of property and equipment (578) (421)
Cash paid for acquisitions, net of cash acquired -- (1,205)
-------- --------
Net cash used by investing activities (578) (1,626)
-------- --------
Cash flows from financing activities:
Increase (decrease) in notes payable
to financial institutions 20,773 3,948
Retirement of 12% Senior Notes (11,557) --
Retirement of bonds payable -- (168)
Stock options exercised 51 142
Dividends paid (343) (347)
-------- --------
Net cash provided by financing activities 8,924 3,575
-------- --------
Net increase (decrease) in cash (1,506) (679)
Cash at beginning of period 23,759 25,236
-------- --------
Cash at end of period $ 22,253 $ 24,557
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized $ 1,476 $ 1,643
Income taxes -0- 300
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
5
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of
Continental Homes Holding Corp. and its subsidiaries (the
"Company"). In the opinion of the Company, the accompanying
unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Company's financial position,
results of operations and cash flows for the periods presented.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the
related disclosures contained in the Company's annual report on
Form 10-K for the year ended May 31, 1997, filed with the
Securities and Exchange Commission.
The results of operations for the three months ended August 31,
1997 are not necessarily indicative of the results to be expected
for the full year.
Note 2. Interest Capitalization
The Company follows the practice of capitalizing for its
homebuilding operations certain interest costs incurred on land
under development and homes under construction. Such capitalized
interest is included in cost of home sales when the units are
delivered. The Company capitalized such interest in the amount of
$5,624,000 and $4,479,000 and expensed as a component of cost home
sales $4,306,000 and $4,500,000 in the three months ended August
31, 1997 and 1996, respectively.
Note 3. Notes Payable, Senior and Convertible Subordinated Debt
Notes payable, senior and convertible subordinated debt for homebuilding
consist of:
August 31, May 31,
1997 1997
---- ----
(In thousands)
Notes payable $ 44,933 $ 24,547
10% Senior notes, due 2006, net of
discount of $1,553 and $1,599 148,447 148,401
12% Senior notes, due 1999, net of
premium of $65 -- 11,565
6-7/8% convertible subordinated notes,
due 2002 86,250 86,250
-------- --------
$279,630 $270,763
======== ========
6
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 4. Interest, net
The summary of the components of interest, net is as follows:
Three months ended
August 31,
----------
1997 1996
---- ----
(In thousands)
Interest expense, homebuilding $ 1,223 $ 1,466
Interest income, homebuilding (492) (81)
------- -------
$ 731 $ 1,385
======= =======
Interest expense, mortgage banking $ 253 $ 177
Interest income, mortgage banking (463) (378)
------- -------
$ (210) $ (201)
======= =======
Note 5. Statement of Financial Accounting Standards
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per
Share, which supersedes Accounting Principal Board Opinion 15, the existing
authoritative guidance. SFAS 128 is effective for financial statements for both
interim and annual periods ending after December 15, 1997 and requires
restatement of all prior-period EPS data presented. The new statement modifies
the calculations of primary and fully diluted EPS and replaces them with basic
and diluted EPS. The Company has determined that adoption of SFAS 128 will not
have a material impact on its previous or current reported EPS data.
7
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
ITEM 2.
-------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Homebuilding
------------
The following table sets forth, for the periods indicated, unit
activity, average sales price and revenue from home sales for the Company:
Quarters ended
August 31,
----------
1997 1996
---- ----
Units delivered 1,380 1,368
Average sales price $134,400 $ 134,300
Revenue from home sales (000's) $185,437 $ 183,664
Percentage increase from prior year .1% 38.1%
Change due to volume .1% 32.9%
Change due to average sales price 0% 5.2%
The following table summarizes information related to the Company's
backlog at the dates indicated:
August 31,
----------
1997 1996
---- ----
Units Dollars Units Dollars
----- ------- ----- -------
(Dollars in thousands)
Arizona 959 $122,269 789 $104,450
Texas 665 74,631 518 58,117
Florida 231 31,304 196 24,460
Colorado 164 31,464 275 53,974
California 100 27,789 79 28,279
-------- -------- -------- --------
Total backlog 2,119 $287,457 1,857 $269,280
======== ======== ======== ========
Average price per unit $136 $145
==== ====
The increase in backlog at August 31, 1997 resulted from increased
sales in all of our markets during the first quarter of fiscal 1998 compared to
the first quarter last year. The decrease in backlog in the Denver market was
due to a 61% increase in deliveries during the six months ended August 31, 1997
compared to the same period a year ago. The aggregate sales value of new
contracts signed increased 39% in the three months ended August 31, 1997
compared to the first quarter last year. The Company recorded 1,484 net new
orders with an aggregate sales value of approximately $199,209,000 for the first
three months ended August 31, 1997 compared to 1,076 net new orders with an
aggregate sales value of approximately $143,661,000 during the first quarter of
last year.
8
<PAGE>
The following table summarizes information related to cost of home
sales , selling, general and administrative ("SG&A") expenses and interest, net
for homebuilding:
Quarters ended August 31,
-------------------------
1997 1996
---- ----
Dollars % Dollars %
------- - ------- -
(Dollars in thousands)
Revenue from home sales $185,437 100.0% $183,664 100.0%
Cost of home sales 153,410 82.7 149,674 81.5
-------- ------- -------- -------
Gross profit from home sales 32,027 17.3 33,990 18.5
SG&A expenses 19,072 10.3 18,640 10.1
-------- ------- -------- -------
Operating income from homebuilding 12,955 7.0 15,350 8.4
Interest, net 731 .4 1,385 .8
-------- ------- -------- -------
Pre-tax profit from homebuilding $ 12,224 6.6% $ 13,965 7.6%
======== ======= ======== =======
Gross profit from home sales was 17.3% in the first quarter of fiscal
1998 compared to 18.5% in the first quarter of fiscal 1997. The decrease in
gross profit margin was primarily due to a decline in margins in the Austin,
Texas market where the Company has used sales incentives and lowered sales
prices due to increased competition in this market.
The increase in total SG&A expenses for the quarter ended August 31,
1997 compared to the quarter ended August 31, 1996 was principally due to an
increase in model furniture amortization, customer service expense and plans and
blueprint costs. SG&A expenses for each home delivered increased to $13,820 in
the first quarter of fiscal 1998 compared to $13,626 in the first quarter of
last year. The Company capitalizes certain SG&A expenses for homebuilding.
Accordingly, total SG&A costs incurred for homebuilding were $22,140,000 for the
three months ended August 31, 1997 compared to $21,325,000 for the corresponding
fiscal 1997 period.
The Company capitalizes certain interest costs for its homebuilding
operations and includes such capitalized interest in cost of home sales when the
related units are delivered. Accordingly, total interest incurred by the Company
was $6,847,000 for the three months ended August 31, 1997 compared to $5,945,000
for the three months ended August 31, 1996. Interest, net for homebuilding was
$731,000 and $1,385,000 for the three months ended August 31, 1997 and 1996,
respectively. The increase in interest incurred during the first quarter of
fiscal 1998 was primarily due to an increase in debt as a result of the 11%
increase in inventory from August 31, 1996 to August 31, 1997. The decrease in
interest, net during the first quarter of fiscal 1998 compared to the first
quarter last year was due to the capitalization of interest on the Company's
Carlsbad, California project which began development in October 1996, as well as
additional interest income.
The Company's pre-tax profit from homebuilding for the three months
ended August 31, 1997 was $12,224,000 compared to $13,965,000 for the
corresponding quarter ended August 31, 1996. Pre-tax profit decreased in the
first quarter of fiscal 1998 primarily due to lower margins in the Austin
market.
9
<PAGE>
Mortgage Banking and Title Operations
- -------------------------------------
The Company's mortgage banking operations are conducted through its
wholly-owned subsidiary CH Mortgage Company ("CHMC"). The Company also conducts
title operations in Austin, Texas through its wholly-owned subsidiary, Travis
County Title Company. The following table summarizes operating information for
the Company's mortgage banking and title operations:
Quarters ended
August 31,
----------
1997 1996
---- ----
(Dollars in thousands)
Number of loans originated 972 877
Loan origination fees $ 985 $ 844
Sale of servicing rights and marketing gains 1,339 1,474
Title policy premiums, net 501 516
Other revenues 532 432
------ ------
Total revenues 3,357 3,266
General and administrative expenses 2,448 2,056
------ ------
Operating income from mortgage banking and title 909 1,210
Interest, net 210 201
------ ------
Pre-tax profit from mortgage banking and title $1,119 $1,411
====== ======
Revenues and general and administrative expenses from mortgage banking
and title operations increased in the quarter ended August 31, 1997 primarily as
a result of an increase in originations and expansion into the Denver, South
Florida and Southern California markets.
Consolidated Operations
- -----------------------
As a result of the aforementioned items, net income was $7,497,000
($1.09 per share, $.79 fully diluted) for the three months ended August 31, 1997
compared to $9,236,000 ($1.32 per share, $.95 fully diluted) for the period
ended August 31, 1996. Net income for the quarter ended August 31, 1997 included
a net extraordinary loss of $322,000 due to the early extinguishment of debt.
10
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisitions and inventory balances. The Company has financed,
and expects to continue to finance, its working capital needs through funds
generated by operations and borrowings. Funds for future land acquisitions and
construction costs are expected to be provided primarily by cash flows from
operations and future borrowings as permitted under the Company's loan
agreements. The Company has a $140 million unsecured revolving credit facility
("Credit Agreement") with four banks. Borrowings under the Credit Agreement bear
interest at LIBOR plus 1.75% or prime plus .125% at the Company's election and
subject to the rating on its senior debt. Available borrowings under the Credit
Agreement are limited to certain percentages of housing unit costs, finished
lots, land under development and receivables as defined in the Credit Agreement.
As a result of this formula, the borrowing base at August 31, 1997 was
$128,098,000 and $32,500,000 was outstanding. The Company believes that amounts
generated from operations and such additional borrowings will provide funds
adequate to finance its homebuilding activities and meet its debt service
requirements. The Company does not have any current commitments for capital
expenditures.
In order to provide funds for the origination of mortgage loans, CHMC
has a warehouse line of credit for $25,000,000 which is guaranteed by the
Company. Pursuant to the warehouse line of credit, the Company issues drafts to
fund its mortgage loans. The amount represented by a draft is drawn on the
warehouse line of credit when the draft is presented for payment. At August 31,
1997, the amount outstanding under the warehouse line of credit and the amount
of funding drafts that had not been presented for payment was $16,049,000. The
Company believes that this line is sufficient for its mortgage banking
operations.
On November 10, 1995, the Company completed the sale of $75,000,000
principal amount of its 6-7/8% Convertible Subordinated Notes due November 2002.
On December 5, 1995, the Company sold an additional $11,250,000 of such notes.
The net proceeds were used to redeem the Company's 6-7/8% Convertible
Subordinated Notes due March 2002 and to reduce temporarily outstanding amounts
under certain of the Company's revolving lines of credit (including the
warehouse line of credit). The Convertible Notes are immediately convertible
into shares of the Company's common stock at a rate of 42.105 shares for each
$1,000 principal amount of Convertible Notes.
On April 18, 1996 the Company completed the sale of $130,000,000
principal amount of its 10% Senior Notes due April 2006. The Company used
approximately $107,542,000 of the net proceeds to repurchase $98,500,000
aggregate principal amount of its 12% Senior Notes due 1999. The remaining
proceeds were used to reduce temporarily outstanding amounts under certain of
the Company's revolving lines of credit. On January 30, 1997, the Company issued
an additional $20,000,000 principal amount of its 10% Senior Notes due April
2006. The net proceeds were used to reduce temporarily outstanding amounts under
the Company's revolving line of credit. On August 1, 1997 the Company redeemed
the remaining $11,500,000 principal amount outstanding of its 12% Senior Notes
due August 1999, at a redemption price of 104%.
11
<PAGE>
Pursuant to a stock repurchase plan approved by the Board of Directors
on December 22, 1994, the Company repurchased 162,000 shares of its common stock
during fiscal 1997 at an average price of $16.22.
Cautionary disclosure regarding forward-looking statements
- ----------------------------------------------------------
The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 and is including this
disclosure in order to do so. Certain statements in this report that are not
historical facts are, or may be considered to be, forward-looking statements.
Given the risks, uncertainties and contingencies of the Company's business, the
actual results may differ materially from those expressed or implied by such
forward-looking statements. Further, certain forward-looking statements are
based on assumptions concerning future events which may not prove to be
accurate.
Forward-looking statements by the Company regarding results of
operations and, ultimately, financial condition, are subject to numerous risks
and assumptions, including but not limited to, changes in general economic
conditions, fluctuations in interest rates or labor and material costs, consumer
confidence, competition, government regulations, financing availability,
geographic concentration and risks associated with new and future communities.
12
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 3. Legal Proceedings
-----------------
The Company is not involved in any legal proceedings which it believes
would have a material effect on its financial position or operating results.
Item 4. Submission of matters to a vote of Security Holders
---------------------------------------------------
At the Company's Annual Meeting of Stockholders held on August 28, 1997
the stockholders elected the following persons to the Board of Directors:
Nominee For Withheld
------- --- --------
Donald R. Loback 6,083,384 466,065
W. Thomas Hickcox 6,083,384 466,065
Robert B. Ryan 6,076,193 473,256
Timothy C. Westfall 6,076,293 473,156
Peter D. O'Connor 6,081,893 467,556
Jo Ann Rudd 6,082,993 466,456
William Steinberg 6,081,293 468,156
Bradley S. Anderson 6,081,293 468,156
The proposed amendment to the Company's 1988 Amended and Restated Stock
Incentive Plan was approved. Of 5,720,686 total shares voted, 5,102,305 voted
for the proposal, 607,420 voted against the proposal, 10,961 abstained and
828,763 were broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) 11 Statement of Computation of Earnings Per Share.
27 Financial Data Schedule.
(b) Reports on Form 8-K: There were no reports on Form 8-K filed for
the three months ended August 31, 1997.
13
<PAGE>
CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
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.
CONTINENTAL HOMES HOLDING CORP.
Date: October 1, 1997 By: /s/ Julie E. Collins
-----------------------
JULIE E. COLLINS
Chief Financial Officer
Date: October 1,1997 By: /s/ Donald R. Loback
-----------------------
DONALD R. LOBACK
Chief Executive Officer
14
Exhibit 11
Continental Homes Holding Corp.
Computation of Earnings Per Share
(Amounts in thousands, except per share data)
Three months ended
August 31,
----------
1997 1996
---- ----
Fully diluted:
Income from operations $ 7,819 $ 9,236
Interest expense on convertible subordinated
notes, net of income taxes 875 875
------- -------
$ 8,694 $10,111
======= =======
Net income $ 7,497 $ 9,236
Interest expense on convertible subordinated
notes, net of income taxes 875 875
------- -------
$ 8,372 $10,111
======= =======
Weighted average number of shares outstanding 6,854 7,003
Conversion of convertible subordinated notes
(42.105 shares per $1,000 principal amount of notes) 3,632 3,632
Incremental shares relating to stock
options exercisable 77 60
------- -------
Weighted average number of shares outstanding
assuming full dilution 10,563 10,695
======= =======
Fully diluted income from operations per share $ .82 $ .95
======= =======
Fully diluted net income per share $ .79 $ .95
======= =======
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1997
<PERIOD-END> AUG-31-1997
<EXCHANGE-RATE> 1
<CASH> 22,253
<SECURITIES> 0
<RECEIVABLES> 51,513
<ALLOWANCES> 0
<INVENTORY> 413,133
<CURRENT-ASSETS> 0
<PP&E> 3,961
<DEPRECIATION> 0
<TOTAL-ASSETS> 525,518
<CURRENT-LIABILITIES> 0
<BONDS> 295,679
71
0
<COMMON> 0
<OTHER-SE> 162,033
<TOTAL-LIABILITY-AND-EQUITY> 525,518
<SALES> 185,437
<TOTAL-REVENUES> 190,340
<CGS> 153,410
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 521
<INCOME-PRETAX> 13,222
<INCOME-TAX> 5,403
<INCOME-CONTINUING> 7,819
<DISCONTINUED> 0
<EXTRAORDINARY> 322
<CHANGES> 0
<NET-INCOME> 7,497
<EPS-PRIMARY> 1.09
<EPS-DILUTED> .79
</TABLE>
