<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER: 333-88157
------------------------
CONSOLIDATED CONTAINER COMPANY LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2825338
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5605 N. MACARTHUR BLVD. SUITE 360, 75038
IRVING, TEXAS (Zip Code)
(Address of principal executive
offices)
</TABLE>
(972) 518-9150
(Registrant's telephone number, including area code)
------------------------
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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days: Yes /X/ No / /
As of May 12, 2000, there were 100 shares of the registrant's member units
outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC
INDEX
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........ 3
CONDENSED CONSOLIDATED BALANCE SHEETS
At December 31, 1999 and March 31, 2000............... 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the three months ended March 31, 1999 and 2000.... 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1999 and 2000.... 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS...... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................ 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK............................................... 10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................... 11
SIGNATURE................................................... 12
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,066 $ 322
Investment securities..................................... 5,484 127
Accounts receivable....................................... 105,404 100,051
Inventories............................................... 39,443 41,407
Other current assets...................................... 3,346 3,281
-------- --------
Total current assets.................................... 154,743 145,188
PROPERTY AND EQUIPMENT, Net................................. 283,830 290,023
INTANGIBLES AND OTHER ASSETS................................ 552,016 547,629
-------- --------
$990,589 $982,840
======== ========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 50,318 $ 43,499
Accrued liabilities....................................... 58,410 46,256
Revolving credit facility................................. 17,500 27,500
Current portion of long-term debt......................... 16,052 17,922
-------- --------
Total current liabilities............................... 142,280 135,177
LONG-TERM DEBT.............................................. 554,011 549,735
OTHER LIABILITIES........................................... 37,227 36,489
MINORITY INTEREST........................................... 243 153
MEMBER'S EQUITY:
Member's equity........................................... 257,346 261,614
Foreign currency translation adjustment................... (518) (328)
-------- --------
Total member's equity................................... 256,828 261,286
-------- --------
$990,589 $982,840
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1999 MARCH 31, 2000
------------------ ------------------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C>
NET SALES................................................ $38,404 $185,156
COST OF SALES............................................ 31,583 154,492
------- --------
GROSS PROFIT............................................. 6,821 30,664
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE.............. (3,473) (9,594)
AMORTIZATION EXPENSE..................................... (901) (3,494)
------- --------
OPERATING INCOME......................................... 2,447 17,576
INTEREST EXPENSE, Net.................................... (2,219) (13,399)
------- --------
INCOME BEFORE INCOME TAXES............................... 228 4,177
INCOME TAX EXPENSE....................................... 551 --
MINORITY INTEREST IN SUBSIDIARIES........................ 149 90
------- --------
NET INCOME (LOSS)........................................ (174) 4,267
OTHER COMPREHENSIVE INCOME--Foreign currency translation
adjustment............................................. 56 190
------- --------
COMPREHENSIVE INCOME (LOSS).............................. $ (118) $ 4,457
======= ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1999 MARCH 31, 2000
------------------ ------------------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................ $ (174) $ 4,267
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Minority interest.................................... (149) (90)
Depreciation and amortization........................ 3,606 12,283
Currency translation................................. 56 190
Changes in operating assets and liabilities.......... (6,912) (15,364)
------- --------
Net cash provided by (used in) operations................ (3,573) 1,286
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................... (2,529) (14,981)
Net change in investments.............................. -- 5,357
------- --------
Net cash used in investing activities................ (2,529) (9,624)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from revolving line of credit............. 3,500 10,000
Principal payments on long-term debt................... (496) (2,406)
------- --------
Net cash provided by financing activities............ 3,004 7,594
------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS................ (3,098) (744)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........... 5,408 1,066
------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD................. $ 2,310 $ 322
======= ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest............... $ 2,244 $ 18,397
======= ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Consolidated Container Company LLC ("the Company") have been prepared in
accordance with Rule 10-01 of Regulation S-X for interim financial statements
required to be filed with the Securities and Exchange Commission and therefore
do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, in the opinion
of management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the accompanying
unaudited condensed consolidated financial statements. The condensed
consolidated balance sheet as of December 31, 1999 is derived from audited
financial statements. The condensed consolidated financial statements and notes
thereto should be read in conjunction with the audited consolidated financial
statements and notes thereto contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999. Results of operations for the
three month period ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2000.
On July 2, 1999, the plastic packaging assets formerly held by Franklin
Plastics, Inc., a subsidiary of Suiza Foods Corporation, and former plastic
packaging companies, Reid Plastics, Inc. and its subsidiaries ("Reid Plastics")
and Plastic Containers, Inc. and its subsidiaries were contributed and merged
into the Company. The transactions were accounted for under the purchase method
of accounting with Reid Plastics being considered the accounting acquiror.
Accordingly, financial information prior to July 2, 1999 pertains to Reid
Plastics only and is referred to as the Predecessor period and financial
information subsequent to July 2, 1999 is referred to as the Successor period
and includes consolidated operations.
The Company is wholly owned by Consolidated Container Holdings LLC, a
Delaware limited liability company ("Consolidated Container Holdings").
Consolidated Container Holdings is 30.4% owned by Reid Plastics Holdings, Inc.
and 20.4% owned by Vestar Packaging LLC, each of which are controlled by Vestar
Capital Partners III, L.P. and its affiliates, and 48.9% owned by a subsidiary
of Suiza Foods Corporation.
Certain amounts in the 1999 financial statements have been reclassified to
conform to the 2000 presentation.
2. INVENTORIES
Inventories consist of the following at December 31, 1999 and March 31,
2000:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Raw materials......................................... $21,031 $20,883
Parts and supplies.................................... 2,779 2,648
Finished goods........................................ 15,633 17,876
------- -------
$39,443 $41,407
======= =======
</TABLE>
6
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
3. RESTRUCTURING ACCRUALS
In connection with the 1999 merger, the Company developed a restructuring
plan to pursue opportunities for cost reduction and operating synergies through
the consolidation of administrative and manufacturing functions and facilities.
Through purchase accounting, the Company recorded a restructuring accrual of
$4,616,000, which included $1,914,000 for severance and other personnel-related
costs and $2,702,000 for facility closing costs in connection with the planned
closing of certain manufacturing facilities. In the third quarter of 1999, the
Company recognized a restructuring charge of $1,541,000 for severance and other
personnel-related costs relative to the closing of the Reid Plastics corporate
administrative and accounting office in California and the consolidation of
those operations with other existing functions. In the fourth quarter of 1999,
the Company recognized a restructuring charge of $7,225,000 in connection with
plans to close certain manufacturing facilities. Of this charge, $611,000
represented severance and other personnel-related costs and $6,614,000
represented remaining commitments under noncancellable operating leases and
other facility closing costs.
In 1997, the Company recorded a restructuring charge representing a
provision for loss on closed facilities subject to operating leases, related to
the closure of a manufacturing facility, warehouses and an administrative
facility. Also in 1997 in connection with an acquisition, the Company accrued
the estimated cost associated with a restructuring plan when recording the
acquisition under the purchase method.
Reconciliation of the restructuring accruals for the three months ended
March 31, 1999 were as follows:
<TABLE>
<CAPTION>
PURCHASE
1997 ACCOUNTING 1999
RESTRUCTURING RESTRUCTURING RESTRUCTURING
ACCRUALS ACCRUALS ACCRUALS
------------- ------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Balance at December 31, 1999.................... $6,377 $ 6,845 $7,949
Charges for severance and related costs......... -- (112) (593)
Charges for leases and other facility closing
costs......................................... (82) (1,023) (195)
------ ------- ------
Balance at March 31, 2000....................... $6,295 $ 5,710 $7,161
====== ======= ======
</TABLE>
Items charged to the accrual were cash items.
4. FORMATION OF SUBSIDIARY
The Company and Franklin Plastics Holdings LLC ("Franklin Plastics") entered
into an Assignment and Assumption Agreement (the "Assignment and Assumption
Agreement") dated March 31, 2000. Pursuant to the Assignment and Assumption
Agreement, the Company transferred substantially all of its operating assets to
its wholly owned subsidiary, Franklin Plastics.
In connection with the Assignment and Assumption Agreement, the Company and
Consolidated Container Capital, Inc. (together, the "Issuers"), as issuers of
their 10 1/8% Senior Subordinated Notes due 2009 (the "Notes"), and Reid
Plastics Group LLC, Plastic Containers LLC, Continental Plastic Containers LLC,
Continental Caribbean Containers, Inc. and Franklin Plastics (collectively, the
"Subsidiary Guarantors"), as unconditional guarantors of the Notes jointly and
severally on an unsecured, senior subordinated
7
<PAGE>
CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
4. FORMATION OF SUBSIDIARY (CONTINUED)
basis, entered into a Supplemental Indenture (the "Supplemental Indenture")
dated March 31, 2000 that supplements the Indenture (the "Indenture") dated
July 1, 1999 among the Issuers, the Subsidiary Guarantors, other than Franklin
Plastics, and The Bank of New York, as Trustee. Pursuant to the Supplemental
Indenture, Franklin Plastics agreed to join the Indenture and thereby,
unconditionally guarantee on an unsecured, senior subordinated basis all of the
Issuers' obligations under the Notes and the Indenture. Franklin Plastics issued
its unconditional guarantee on an unsecured senior subordinated basis of all of
the Issuers' obligations under the Notes and the Indenture.
In addition, pursuant to the Credit Agreement, dated as of July 1, 1999,
among the Company, Consolidated Container Holdings LLC, Bankers Trust Company,
as administrative agent, and the lenders parties thereto (the "Senior Credit
Facility"), Franklin Plastics entered into a Subsidiary Assumption Agreement
dated March 31, 2000, under which the lenders under the Senior Credit Facility
were secured with respect to the equity interest in and assets of Franklin
Plastics on the same basis as the lenders would have been secured had Franklin
Plastics existed at the closing of the Senior Credit Facility.
5. GUARANTOR FINANCIAL STATEMENTS
Separate financial statements of the Subsidiary Guarantors are not included
herewith as management has determined that such information is not material to
investors because (i) the Subsidiary Guarantors constitute substantially all of
the Company's direct and indirect subsidiaries and have fully and
unconditionally guaranteed the Notes on a joint and several basis, and (ii) the
Company is a holding company with no assets, operations or cash flow separate
from its investment in the Subsidiary Guarantors.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
In connection with its formation on July 2, 1999, Consolidated Container
Company LLC (the "Company") was created as a limited liability company to own,
directly or through its subsidiaries, all of the plastic packaging assets of
Reid Plastics, Inc. ("Reid Plastics"), Franklin Plastics, Inc ("Franklin") and
Plastic Containers, Inc ("PCI"). The transactions were accounted for under the
purchase method of accounting with Reid Plastics being considered the accounting
acquiror. Accordingly, financial information prior to July 2, 1999 pertains to
Reid Plastics only and is referred to as the Predecessor period and financial
information subsequent to July 2, 1999 is referred to as the Successor period
and includes consolidated operations.
RESULTS OF OPERATIONS
(Dollars in Thousands)
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
1999
NET SALES. Net sales for the first three months of 2000 were $185,156, an
increase of $146,752 or 382.1%, compared to $38,404 for the same period of 1999.
Approximately $140,000 of the increase is attributable to the inclusion of
Franklin and PCI in 2000. The remaining increase is due to stronger unit volume
in the water category and higher resin prices in the first three months of 2000
compared to the same period in 1999. Higher resin prices accounted for
approximately $4,000 of the increase in sales.
GROSS PROFIT. Gross profit for the first three months of 2000 was $30,664,
an increase of $23,843 or 349.6%, compared to $6,821 for the same period of
1999. The increase was due to the inclusion of Franklin and PCI in 2000 as well
as the impact of higher unit volume.
SG&A. Selling, general and administrative (SG&A) expense for the first
three months of 2000 was $9,594, an increase of $6,121 or 176.2%, compared to
$3,473 for the same period of 1999. The increase was due to the inclusion of
Franklin and PCI in 2000, offset by a reduction in SG&A related to the closure
of the Reid Plastics corporate office in Diamond Bar, California during the
fourth quarter of 1999. As a result of the closing, certain administrative,
accounting, and information services functions were consolidated with other
existing operations.
AMORTIZATION EXPENSE. Amortization expense for the first three months of
2000 was $3,494, an increase of $2,593 or 287.8%, compared to $901 for the same
period of 1999. This increase is due to the additional goodwill created as a
result of the acquisition.
OPERATING INCOME. Operating Income for the first three months of 2000 was
$17,576, an increase of $15,129 or 618.3%, compared to $2,447 for the same
period of 1999. This increase is the result of the factors discussed above.
INTEREST EXPENSE, NET. Interest expense for the first three months of 2000
was $13,399, an increase of $11,180 or 503.8%, compared to $2,219 for the same
period of 1999. This increase is due to additional debt incurred in connection
with the acquisition.
INCOME TAXES. As a limited liability company, the Company is not subject to
corporate income taxes. Income tax expense for the first three months of 1999
was $551.
NET INCOME. Net income for first three months of 2000 was $4,267, compared
to a net loss of $174 for the same period of 1999. The increase is the result of
higher operating income resulting from the factors discussed above offset by the
increase in interest expense.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal uses of cash are for capital expenditures, working
capital, debt service and acquisitions. Funds for these purposes are primarily
generated from operations and borrowing under the Company's Senior Credit
Facilities. During the first three months of 2000 the Company borrowed
$10.0 million under the revolving credit facility and had outstanding borrowings
of $27.5 million at March 31, 2000. The Company had available to it unused
borrowing capacity of $62.5 million as of March 31, 2000. The revolving credit
facility contains certain restrictive covenants. As of March 31, 2000 the
Company was in compliance with all covenants.
The Company had capital expenditures of approximately $15.0 million in the
first three months of 2000, of which approximately $3.2 million was for
maintenance and replacement and the remainder was for business growth and cost
reduction initiatives. Substantially all of the expenditures were for packaging
equipment for the manufacture of plastic containers or related support
equipment. The Company expects capital expenditures to be approximately
$38.0 million for the year.
Cash flows from operations for the three months ended March 31, 2000 before
working capital changes was $16.5 million which together with additional
borrowings of $10.0 million under the credit facility and $5.4 million reduction
in temporary investments and a $3.4 million reduction in receivables and
inventories was utilized for $15.0 million of capital expenditures and $20.7
million of debt service including $18.3 million of interest payments.
The Company is required to make tax distributions to holders of member units
for reimbursement of tax obligations. The Company did not make distributions to
its sole member, Consolidated Container Holdings LLC during the first three
months of 2000.
Management believes that future funds generated by operations and borrowings
available under its revolving credit facility will be sufficient to meet working
capital and capital expenditure requirements.
CAUTIONARY STATEMENT
Certain statements and information in this Quarterly Report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be indicated by
phrases such as "believes," "anticipates," "expects," "intends," "foresees,"
"projects," "forecasts" or words of similar meaning or import. Such statements
are subject to certain risks, uncertainties, or assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set forth in
applicable forward-looking statements. Among the key factors that may have a
direct bearing on the Company's results and financial condition are (i) risks
associated with intense competition in the Company's industry, (ii) the impact
of governmental regulations, and (iii) risks associated with volatility in the
costs of raw goods. Any forward-looking statements made or incorporated by
reference herein speak only as of the date of this Quarterly Report. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements, to reflect any change in its
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statement is based. Additional information
concerning these and other risk factors is contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, a copy of which
may be obtained from the Company upon request.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
three months ended March 31, 2000. For additional information, refer to Item 7A
of the Company's Annual Report on Form 10-K for the year ended December 31,
1999.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
11
<PAGE>
SIGNATURE
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 authorized.
<TABLE>
<S> <C> <C>
CONSOLIDATED CONTAINER COMPANY LLC
By: /s/ TIMOTHY W. BRASHER
-----------------------------------------
Timothy W. Brasher
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (CHIEF ACCOUNTING OFFICER AND DULY
AUTHORIZED OFFICER)
</TABLE>
Dated this 12th day of May, 2000.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 322
<SECURITIES> 127
<RECEIVABLES> 108,343
<ALLOWANCES> 8,292
<INVENTORY> 41,407
<CURRENT-ASSETS> 145,188
<PP&E> 351,454
<DEPRECIATION> 61,431
<TOTAL-ASSETS> 982,840
<CURRENT-LIABILITIES> 135,177
<BONDS> 549,735
0
0
<COMMON> 0
<OTHER-SE> 261,286
<TOTAL-LIABILITY-AND-EQUITY> 982,840
<SALES> 185,156
<TOTAL-REVENUES> 185,156
<CGS> 154,492
<TOTAL-COSTS> 167,580
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,399
<INCOME-PRETAX> 4,177
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,177
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,177
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
