<PAGE> 1
First Quarter-2000
UNITED STATES
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 PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 1-2438
I.R.S. EMPLOYER IDENTIFICATION NUMBER 36-1262880
ISPAT INLAND INC.
(a Delaware Corporation)
3210 Watling Street
East Chicago, Indiana 46312
Telephone: (219) 399-1200
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
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 practicable date: 100 shares of the Company's
Common Stock ($.01 par value per share) were outstanding as of May 10, 2000.
<PAGE> 2
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 1999 2
Condensed Consolidated Statements of Comprehensive Income
for the Three Months Ended March 31, 2000 and 1999 2
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999 3
Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 4
Notes to Condensed Consolidated Financial Statements 5 - 8
ITEM 2. Management's Narrative Analysis of Results of Operations 9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 10
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN MILLIONS)
Three Months Ended
March 31
2000 1999
--------- ---------
Net sales $ 617.4 $ 619.9
--------- ---------
Operating costs and expenses
Cost of goods sold 546.8 565.9
Selling, general and
administrative expenses 9.3 9.4
Depreciation 26.7 26.7
--------- ---------
Total 582.8 602.0
--------- ---------
Operating profit 34.6 17.9
General corporate expense,
net of income items -- 0.3
Interest and other expense on debt 22.7 21.8
--------- ---------
Income (loss) before income taxes 11.9 (4.2)
Provision (benefit) for income taxes 3.4 (1.4)
--------- ---------
Net income (loss) $ 8.5 $ (2.8)
========= =========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(DOLLARS IN MILLIONS)
Three Months Ended
March 31
2000 1999
--------- ---------
Net income (loss) $ 8.5 $ (2.8)
Other comprehensive income, net of tax:
Unrealized gain on securities 0.1 0.4
--------- ---------
Comprehensive income (loss) $ 8.6 $ (2.4)
--------- ---------
See notes to unaudited condensed consolidated financial statements
2
<PAGE> 4
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
--------------- ----------------
<S> <C> <C>
Operating activities
Net income (loss) $ 8.5 $ (2.8)
--------------- ----------------
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation 26.7 26.7
Deferred employee benefit cost (36.9) (29.8)
Amortization of debt premium (0.3) (0.4)
Undistributed earnings from joint ventures 1.4 (2.3)
Deferred income taxes 3.3 (2.3)
Change in:
Receivables (5.0) (36.8)
Inventories 20.6 79.5
Prepaid expenses and other assets (6.0) (9.2)
Accounts payable (43.3) 4.0
Bank overdrafts (22.1) (15.1)
Payables to/receivables from related companies 9.4 (16.2)
Accrued salaries and wages (3.1) (3.0)
Other accrued liabilities 9.1 (2.2)
Other items 0.2 (1.9)
--------------- ----------------
Net adjustments (46.0) (9.0)
--------------- ----------------
Net cash from operating activities (37.5) (11.8)
Investing activities
Capital expenditures (5.4) (4.0)
Investments in and advances to joint ventures, net of distributions 0.1 7.0
--------------- ----------------
Net cash from investing activities (5.3) 3.0
Financing activities
Payments on long-term debt (2.7) (2.7)
Dividends paid (10.0) (5.1)
Proceeds from note receivable from related company 0.8 0.8
Short-term borrowings, net 67.0 45.0
--------------- ----------------
Net cash from financing activities 55.1 38.0
--------------- ----------------
Net increase in cash and cash equivalents 12.3 29.2
Cash and cash equivalents - beginning of period 13.1 15.7
--------------- ----------------
Cash and cash equivalents - end of period $ 25.4 $ 44.9
=============== ================
</TABLE>
See notes to unaudited condensed consolidated financial statements
3
<PAGE> 5
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
--------------- -----------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 25.4 $ 13.1
Receivables, net 266.4 261.4
Inventories (Note 2) 518.4 539.0
Prepaid expenses 1.0 9.0
Deferred income taxes 19.4 17.9
----------- -----------
Total current assets 830.6 840.4
Investments in and advances to joint ventures 238.7 240.2
Property, plant and equipment, net 1,885.0 1,906.5
Receivables from related companies 9.7 9.6
Other assets 80.7 66.7
----------- -----------
Total Assets $ 3,044.7 $ 3,063.4
=========== ===========
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 196.0 $ 239.3
Bank overdrafts 20.1 42.2
Borrowings under Revolving Credit Facilities
(Note 3) 110.0 43.0
Payables to related companies 12.4 2.1
Accrued liabilities 166.0 160.0
Long-term debt due within one year
Related companies 7.0 7.0
Other 5.3 1.0
----------- -----------
Total current liabilities 516.8 494.6
Long-term debt
Related companies (Note 5) 680.8 682.5
Other 267.6 273.2
Deferred employee benefits 1,056.2 1,093.1
Deferred income taxes 27.9 23.0
Other credits 48.6 48.7
Commitments and contingencies (Note 6)
----------- -----------
Total liabilities 2,597.9 2,615.1
Stockholders' equity
Preferred stock (Note 4) 90.0 90.0
Common stock (Note 4) 320.0 320.0
Retained earnings 36.2 37.8
Accumulated other comprehensive income 0.6 0.5
----------- -----------
Total stockholders' equity 446.8 448.3
----------- -----------
Total Liabilities and Stockholders' Equity $ 3,044.7 $ 3,063.4
=========== ===========
</TABLE>
See notes to unaudited condensed consolidated financial statements
4
<PAGE> 6
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements of Ispat Inland Inc. (the
"Company") are unaudited, but in the opinion of management, contain all
adjustments necessary to present fairly the financial position and results of
operations and cash flows for the periods presented. All significant
intercompany accounts and transactions have been eliminated. These financial
statements should be read in conjunction with the financial statements and
related notes contained in the Annual Report on Form 10-K for the year ended
December 31, 1999.
The results of operations for the interim periods shown in this report are not
necessarily indicative of the results to be expected for a full year.
Certain amounts on the 1999 Condensed Consolidated Financial Statements have
been reclassified to conform with current year presentation.
Recent Accounting Pronouncements
In 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which requires
recognition of all derivative instruments in the statement of financial position
as either assets or liabilities, measured at fair value. This statement
additionally requires changes in the fair value of derivatives to be recorded
each period in current earnings or comprehensive income depending on the
intended use of the derivatives. In June 1999, the FASB deferred the effective
date of SFAS No. 133 to fiscal years beginning after June 15, 2000. The Company
must adopt SFAS No. 133 no later than the first quarter of fiscal year 2001. The
Company is currently assessing the impact of this statement on its results of
operations, cash flows and financial position.
NOTE 2 - INVENTORIES
Inventories consist of the following:
March 31, 2000 December 31, 1999
------------------- ---------------------
In process and finished steel $ 345.6 $ 329.9
Raw materials and supplies:
Iron ore 80.4 101.2
Scrap and other raw materials 56.4 70.6
Supplies 36.0 37.3
-------- ------
172.8 209.1
-------- ------
Total $ 518.4 $ 539.0
======== ========
5
<PAGE> 7
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
NOTE 3 - BORROWING ARRANGEMENTS
Ispat Inland Administrative Service Company ("IIASC"), a wholly owned subsidiary
of the Company established to provide a supplemental source of short-term funds
to the Company, has a $125 revolving credit facility with a group of banks. In
July 1998, IIASC entered into an agreement with a bank to provide another $25
revolving credit facility with terms essentially identical to those of the
existing facility. Both the facilities extend to November 30, 2000. The Company
has agreed to sell substantially all of its receivables to IIASC to secure these
facilities. Provisions of the credit agreement limit or prohibit the Company
from merging, consolidating, or selling its assets and require IIASC to meet
minimum net worth and leverage ratio tests. At March 31, 2000 and December 31,
1999, $70 and $43, respectively, was borrowed under the facilities.
In 1999, the Company established a five-year $120 revolving credit facility with
a group of banks. The Company has agreed to sell substantially all of its raw
material, in-process and finished goods inventory to Ispat Inland Inventory, LLC
("III"), a wholly owned subsidiary of the Company, to secure this facility.
Provisions of the credit agreement require III to maintain a minimum net worth.
At March 31, 2000 and December 31, 1999, $40 and $0, respectively, was borrowed
under this facility.
NOTE 4 - EQUITY
Common Stock
On March 31, 2000 and December 31, 1999, the Company had 1,000 shares authorized
of common stock, $.01 par value ("Common Stock"), of which 100 shares were
issued, outstanding and owned by a wholly owned subsidiary of Ispat
International N.V. ("Ispat").
Cumulative Preferred Stock
On March 31, 2000 and December 31, 1999, the Company had 100 shares authorized,
issued and outstanding of Series A 8% Cumulative Preferred Stock, $.01 par value
("Preferred Stock"), which is owned by a wholly owned subsidiary of Ispat. The
Preferred Stock has liquidation preference over the Common Stock.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company was charged $1.1 and $1.3 by Ispat for the three months ended March
31, 2000 and 1999, respectively, for management, financial and legal services
provided to the Company. The Company was also charged $.6 by Ispat North America
Holding Inc. for corporate expense allocations for the three months ended March
31, 2000.
The Company purchased $30.0 and $12.2 of inventory from subsidiaries of Ispat
during the three months ended March 31, 2000 and 1999, respectively. The Company
sold $.8 and $.7 of inventory to subsidiaries of Ispat for the three months
ended March 31, 2000 and 1999, respectively.
I/N Tek is a joint venture which owns and operates a cold-rolling facility and
is 60% owned by a wholly-owned subsidiary of the Company. Under a tolling
arrangement between the Company and I/N Tek, the Company was charged $36.9 and
$36.7 for such tolling services for the three months ended March 31, 2000 and
1999, respectively.
I/N Kote is a joint venture that owns and operates an electrogalvanizing line
and hot-dip galvanizing line which is 50% owned by a wholly-owned subsidiary of
the Company. Purchases of cold-rolled steel by I/N Kote from the Company
amounted to $93.0 and $87.8 for the three months ended March 31, 2000 and 1999,
respectively.
6
<PAGE> 8
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
The Company's debt due to a related company of $687.8 and $689.5 as of March 31,
2000 and December 31, 1999, respectively, is payable to Ispat Inland Finance
LLC, a wholly owned subsidiary of Ispat. This debt arose in connection with the
financing of the acquisition of the Company by Ispat. The Company's receivable
from related companies of $9.7 and $9.6 at March 31, 2000 and December 31, 1999,
respectively, consists of $8.1 and $8.9 from Ispat Inland, L.P., a wholly owned
subsidiary of Ispat, that arose in connection with the financing of the
acquisition of the Company by Ispat and payment is due on July 16, 2006 unless
Ispat Inland, L.P. chooses to prepay. The remaining $1.6 and $.7, respectively,
is from other related companies for trade and other intercompany expenses. The
Company's payable to related companies of $12.4 and $2.1 at March 31, 2000 and
December 31, 1999, respectively, consists of trade and other intercompany
expenses.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
At March 31, 2000, the Company guaranteed $9.5 and $129.9 of long-term debt
attributable to PCI Associates and I/N Kote, two of its equity investments,
respectively. The Company owns a 50% interest in the PCI Associates joint
venture which is a pulverized coal injection facility located at the Indiana
Harbor Works.
The Company has an agreement with the Pension Benefit Guaranty Company (the
"PBGC") to provide certain financial assurances with respect to the Company's
Pension Plan. In accordance with this agreement, the Company provided the PBGC a
letter of credit in the amount of $160.0 and made a cash contribution of $30.8
in 2000 and $23.7 in 1999 to the Pension Trust. The Company also committed to
fund at least normal costs of the Pension Plan plus an additional $5 per year
for five years. In addition, the Company granted to the PBGC a first priority
lien on selected assets. The Agreement has a term of at least five years or
until certain financial tests are met, whichever is later; however, the
agreement could terminate within five years if certain other financial tests are
met.
The Company has an agreement with a third party to purchase 1.2 million tons of
coke annually for approximately 15 years on a take-or-pay basis at prices
determined by certain cost factors from a heat recovery coke battery facility
located on land leased from the Company. Under a separate tolling agreement with
another third party, the Company has committed to pay tolling charges over
approximately 15 years to desulphurize flue gas from the coke battery and to
convert the heat output from the coke battery to electrical power and steam. As
of March 31, 2000 and December 31, 1999, respectively, the estimated minimum
tolling charges remaining over the life of this agreement were approximately
$235.2 and $242.4.
As part of the agreement covering the 1990 sale of the Inland Lime & Stone
Company division assets, the Company agreed, subject to certain exceptions, to
purchase, at prices which approximate market, the annual limestone needs of the
Indiana Harbor Works through 2002.
It is anticipated that the Company will make capital expenditures of $2 to $5
annually in each of the next five years for the construction, and have ongoing
annual expenditures of $40 to $50 for the operation of air and water pollution
control facilities to comply with current federal, state and local laws and
regulations. The Company is involved in various environmental and other
administrative or judicial actions initiated by governmental agencies. While it
is not possible to predict the results of these matters, the Company does not
expect environmental expenditures, excluding amounts that may be required in
connection with the consent decree in the 1990 EPA lawsuit, to materially affect
the Company's results of operations or financial position. Corrective actions
relating to the EPA consent decree may require significant expenditures over the
next several years that may be material to the results of operations or
financial position of the Company. At March 31, 2000 and December 31, 1999, the
Company's reserves for environmental liabilities totaled $28 and $27,
respectively, $22 and $21, respectively, of which is related to the sediment
remediation under the 1993 EPA consent decree.
7
<PAGE> 9
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)
The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers, primarily in connection with additions to property,
plant and equipment, was $31.6 and $24.4 at March 31, 2000 and December 31,
1999, respectively.
The Company and an independent, unaffiliated producer of raw materials are
parties to a long-term supply agreement under which the Company is obligated to
fund an escrow account to indemnify said producer of raw materials against a
specific contingency. Contributions to the escrow are determined by the
agreement and the funds are restricted from Company use while in escrow. The
escrow will terminate not later than 2004. At March 31, 2000 and December 31,
1999, the escrowed funds amounted to $23.9 and $20.0, respectively, and are
included in "Other assets" on the condensed consolidated balance sheets. The
Company anticipates full recovery of the escrowed amount.
The Office of the United States Attorney for the Middle District of Louisiana
("the U.S. Attorney") has informed the Company that it is a target of a federal
criminal grand jury investigation and one of several defendants in a civil qui
tam lawsuit filed by a private individual on behalf of the government, alleging
violations of the False Claims Act, 31 U.S.C. Section 3729, et seq. The
investigation and the lawsuit relate to the sale of polymer coated steel by the
Company to a culvert fabricator for use in federal and state highway
construction projects in Louisiana. The Company has not seen or been served with
a copy of the complaint in the qui tam lawsuit, and is not required formally to
respond to it until the seal is lifted and the complaint is served on the
Company. With respect to the criminal investigation, the Company has agreed to
extend the statute of limitations for the filing of any potential criminal
charges against the Company through September 30, 2000.
If a potential claim by the U.S. Attorney were successfully proved with
respect to such matter and the damages asserted were established, it would be
material to the financial position and results of operations of the Company.
However, the Company is investigating the factual basis of such a claim; whether
any of the coated culvert is defective and, if so, the extent of such defects
and the remedial options; the method by which damages would be calculated if the
claims were established; and the relative responsibilities of other corporate
defendants to satisfy such a claim. In cooperation with the U.S. Attorney and
federal and state highway officials, the Company will conduct field inspections
and analysis of many of the coated culverts at issue. At this stage, the Company
is unable to determine the extent of its potential liability, if any, and
whether this matter could materially affect the Company's financial position or
results of operations.
All the allegations by the U.S. Attorney appear to relate to events
that occurred prior to the May 27, 1998 execution of the Merger Agreement among
Ispat, the Company, Inland Merger Sub, Inc. and Inland Steel Industries, Inc.
(the predecessor company to Ryerson Tull, Inc.), as amended. Ispat and the
Company have notified Ryerson Tull, Inc. of their intention to seek
indemnification and other remedies, under the Merger Agreement and on other
grounds, for any losses in connection with this matter.
In addition to the foregoing, the Company is a party to a number of
legal proceedings arising in the ordinary course of our business. The Company
does not believe that the adverse determination of any such pending routine
litigation, either individually or in the aggregate, will have a material
adverse effect on our business, financial condition, results of operations, cash
flows or prospects.
8
<PAGE> 10
ITEM 2.
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS)
RESULTS OF OPERATIONS
Comparison of First Quarter 2000 to First Quarter 1999
Net sales of $617.4 for the first quarter of 2000 decreased by 0.4 percent over
$619.9 in the year-ago quarter as volume decreased by 1.0 percent but was offset
by a 0.6 percent increase in the average selling price per ton.
Cost of goods sold of $546.8 decreased 3.4 percent from $565.9 in the year-ago
quarter due to reduced spending as well as decreased volume.
Depreciation expense of $26.7 for the current quarter was equal to $26.7 in the
year ago quarter.
Operating profit increased to $34.6 for the current quarter compared to $17.9 in
the year-ago quarter as a result of the items noted above.
Selling, general and administrative expenses of $9.3 decreased 1.1 percent from
$9.4 in the year-ago quarter due to decreased spending during the current
quarter.
General corporate expense, net of income items decreased 100.0 percent from $0.3
in the year-ago quarter due to decreased spending.
Interest expense of $22.7 in the current quarter increased 4.1 percent from
$21.8 in the year ago quarter due to interest rate changes and changes in
borrowing levels.
9
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index which is attached
hereto, and incorporated by reference herein.
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 2000.
10
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ISPAT INLAND INC.
By /s/ Michael G. Rippey
------------------------------------
Michael G. Rippey
Vice President -
Finance and CFO
Principal Financial Officer
Date: May 12, 2000
11
<PAGE> 13
INDEX TO EXHIBITS
- -------------------------------------------------------------------------------
EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
DESCRIPTION
---------------------------------------------------
27 Financial Data Schedule..................................
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND
THE SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM
10-Q TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL SCHEDULES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 25,400
<SECURITIES> 0
<RECEIVABLES> 282,200
<ALLOWANCES> 15,800
<INVENTORY> 518,400
<CURRENT-ASSETS> 830,600
<PP&E> 2,064,700
<DEPRECIATION> 179,700
<TOTAL-ASSETS> 3,044,700
<CURRENT-LIABILITIES> 516,800
<BONDS> 948,400
0
90,000
<COMMON> 320,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,044,700
<SALES> 616,700
<TOTAL-REVENUES> 617,400
<CGS> 572,900
<TOTAL-COSTS> 573,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,700
<INCOME-PRETAX> 11,900
<INCOME-TAX> 3,400
<INCOME-CONTINUING> 8,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,500
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
