<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
--------------------
JSCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31, (In millions) 2000 1999
===============================================================================
<S> <C> <C>
Net sales .................................................. $ 910 $ 729
Costs and expenses
Cost of goods sold ....................................... 774 634
Selling and administrative expenses ...................... 74 69
Restructuring charge ..................................... 5
-----------------
Income from operations ................................. 62 21
Other income (expense)
Interest expense, net .................................... (27) (47)
Other, net ............................................... 2
-----------------
Income (loss) from continuing operations before
income taxes .......................................... 37 (26)
Benefit from (provision for) income taxes .................. (15) 9
-----------------
Income (loss) from continuing operations ............... 22 (17)
Discontinued operations
Income from discontinued operations,
net of income taxes of $1 ............................. 4
-----------------
Net income (loss) ...................................... $ 22 $ (13)
===============================================================================
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
JSCE, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
(In millions, except share data) 2000 1999
=================================================================================================================
Assets (Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents .......................................... $ 11 $ 11
Receivables, less allowances of $10 in 2000 and $9 in 1999 ......... 389 396
Inventories
Work-in-process and finished goods ............................... 100 95
Materials and supplies ........................................... 151 139
--------------------------------
251 234
Refundable income taxes ............................................ 7 7
Deferred income taxes .............................................. 35 42
Prepaid expenses and other current assets .......................... 30 22
--------------------------------
Total current assets ........................................... 723 712
Net property, plant and equipment ................................... 1,296 1,307
Timberland, less timber depletion ................................... 2 2
Goodwill, less accumulated amortization of $74 in 2000 and
$72 in 1999......................................................... 204 205
Notes receivable from SSCC .......................................... 370 364
Other assets ........................................................ 145 146
--------------------------------
$ 2,740 $ 2,736
================================================================================================================
Liabilities and Stockholder's Equity (Deficit)
Current liabilities
Current maturities of long-term debt ............................... $ 12 $ 12
Accounts payable ................................................... 335 389
Accrued compensation and payroll taxes ............................. 81 88
Interest payable ................................................... 49 30
Other current liabilities .......................................... 151 152
--------------------------------
Total current liabilities ...................................... 628 671
Long-term debt, less current maturities ............................. 1,652 1,624
Other long-term liabilities ......................................... 249 253
Deferred income taxes ............................................... 424 423
Stockholder's deficit
Common stock, par value $.01 per share; 1,000
shares authorized and outstanding..................................
Additional paid-in capital ......................................... 1,129 1,129
Retained earnings (deficit) ........................................ (1,342) (1,364)
--------------------------------
Total stockholder's equity (deficit) ........................... (213) (235)
--------------------------------
$ 2,740 $ 2,736
================================================================================================================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
JSCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31, (In millions) 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) ...................................................................... $ 22 $ (13)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities
Depreciation, depletion and amortization ............................................ 30 33
Amortization of deferred debt issuance costs ........................................ 2 3
Deferred income taxes ............................................................... 8 2
Gain on sale of assets .............................................................. (2)
Non-cash employee benefit expense ................................................... 1
Non-cash restructuring charge ....................................................... 3
Change in current assets and liabilities,
net of effects from acquisitions
Receivables ....................................................................... 7 (21)
Inventories ....................................................................... (17) (3)
Prepaid expenses and other current assets ......................................... (8) (10)
Accounts payable and accrued liabilities .......................................... (64) 28
Interest payable .................................................................. 6 9
Income taxes ...................................................................... 1 (12)
Other, net .......................................................................... (4) 4
-------------------------------
Net cash provided by (used for) operating activities ................................... (19) 24
-------------------------------
Cash flows from investing activities
Property additions ..................................................................... (18) (17)
Proceeds from property disposals and sale of businesses 3 1
Notes receivable from SSCC ............................................................. 7
-------------------------------
Net cash used for investing activities ................................................. (8) (16)
-------------------------------
Cash flows from financing activities
Net borrowing (repayments) of debt ..................................................... 27 (6)
-------------------------------
Net cash provided by (used for) financing activities ................................... 27 (6)
-------------------------------
Increase in cash and cash equivalents .................................................... 0 2
Cash and cash equivalents
Beginning of period .................................................................... 11 18
-------------------------------
End of period .......................................................................... $ 11 $ 20
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
JSCE, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions)
1. Significant Accounting Policies
The accompanying consolidated financial statements and notes thereto of JSCE,
Inc. have been prepared in accordance with the instructions to Form 10-Q and
reflect all adjustments which management believes necessary (which include only
normal recurring accruals) to present fairly the financial position, results of
operations and cash flows. These statements, however, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. Interim results may not necessarily be
indicative of results which may be expected for any other interim period or for
the year as a whole. These financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes included in the
JSCE, Inc. Annual Report on Form 10-K for the year ended December 31, 1999, (the
"JSCE 1999 10-K"), filed March 14, 2000 with the Securities and Exchange
Commission.
JSCE, Inc., hereafter referred to as the "Company," is a wholly-owned subsidiary
of Smurfit-Stone Container Corporation ("SSCC"). On November 18, 1998 a
subsidiary of SSCC was merged with Stone Container Corporation, an action
hereafter referred to as the "Merger". The Company owns 100% of the equity
interest in Jefferson Smurfit Corporation (U.S.) ("JSC(U.S.)") and is a
guarantor of the senior indebtedness of JSC(U.S.). The Company has no other
material operations other than its investment in JSC(U.S.). JSC(U.S.) has
extensive operations throughout the United States.
2. Reclassifications
Certain prior year amounts have been reclassified to conform to the current year
presentation.
3. Merger and Restructuring
The Company recorded a $5 million restructuring charge during the first quarter
of 1999, related to the permanent shutdown of various facilities. As part of the
Company's continuing evaluation of all areas of its business in connection with
its Merger integration, additional restructuring charges are expected in 2000 as
management finalizes its plans.
4. Discontinued Operations
During February 1999 the Company adopted a formal plan to sell the operating
assets of its subsidiary, Smurfit Newsprint Corporation ("SNC"). Accordingly,
SNC is accounted for as discontinued operations in the accompanying consolidated
financial statements. The Company transferred ownership of the Oregon City,
Oregon newsprint mill on May 9, 2000, thereby completing its exit from the
newsprint business. No proceeds from the transfer were received.
5. Business Segment Information
The Company has three reportable segments: (1) Containerboard and Corrugated
Containers, (2) Folding Cartons and Boxboard and (3) Reclamation. The
Containerboard and Corrugated Containers segment is highly integrated. It
includes a system of mills and plants that produces a full line of
containerboard that is converted into corrugated containers. Corrugated
containers are used to transport such diverse products as home appliances,
electric motors, small machinery, grocery products, produce, books, tobacco and
furniture. The Folding Cartons and Boxboard segment is also highly integrated.
It
4
<PAGE>
includes a system of mills and plants that produces a broad range of coated
recycled boxboard that is converted into folding cartons. Folding cartons are
used primarily to protect products such as food, fast food, detergents, paper
products, beverages, health and beauty aids and other consumer products, while
providing point of purchase advertising. The Reclamation segment collects
recovered paper generated by industrial, commercial and residential sources
which is used as raw material for the Company's containerboard and boxboard
mills as well as sales to external third party mills.
Other includes specialty packaging business unit and corporate related items.
Corporate related items include income and expense not allocated to reportable
segments, goodwill amortization, net interest expense, the adjustment to record
inventory at LIFO, and the elimination of intercompany profit.
The information for 1999 has been restated from the prior year's presentation in
order to conform to the 2000 presentation.
<TABLE>
<CAPTION>
Container-
board & Folding
Corrugated Cartons & Recla-
Containers Boxboard mation Other Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Three months ended March 31,
- ----------------------------
2000
----
Revenues from external
customers..................... $465 $212 $159 $ 74 $910
Intersegment revenues............ 12 37 6 55
Income (loss) from
continuing operations
before income taxes........... 57 15 10 (45) 37
1999
-----
Revenues from external
customers..................... $391 $197 $ 75 $ 66 $729
Intersegment revenues............ 9 28 9 46
Income (loss) from
continuing operations
before income taxes........... 23 16 2 (67) (26)
</TABLE>
5
<PAGE>
6. Summarized Financial Information JSC(U.S.)
The following summarized financial information is presented for JSC(U.S.), a
wholly owned subsidiary of the Company. Other wholly owned subsidiaries of the
Company, established in the third quarter of 1999, are not presented separately
due to their insignificance to the Company as a whole.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
<S> <C> <C>
Current assets............................................................... $ 728 $ 716
Property, plant and equipment and timberlands, net........................... 1,298 1,309
Goodwill..................................................................... 204 205
Other assets................................................................. 434 430
----------- -----------
Total assets............................................................... $ 2,664 $ 2,660
----------- -----------
Current liabilities.......................................................... $ 628 $ 671
Long-term debt............................................................... 1,652 1,624
Other liabilities............................................................ 603 605
Stockholder's deficit
Common stock...............................................................
Additional paid-in capital................................................. 1,124 1,124
Retained deficit........................................................... (1,343) (1,364)
----------- -----------
Total stockholder's deficit................................................ (219) (240)
----------- -----------
Total liabilities and stockholder's deficit................................ $ 2,664 $ 2,660
----------- -----------
</TABLE>
Condensed Consolidated Statements of Operations
Three months ended March 31
<TABLE>
<CAPTION>
2000 1999
----------- ------------
<S> <C> <C>
Net sales.................................................................... $ 910 $ 729
Cost and expenses............................................................ 845 708
Interest expense, net........................................................ 30 47
Other income, net............................................................ 2
----------- ------------
Income (loss) from continuing operations before income taxes................. 37 (26)
Benefit from (provision for) income taxes.................................... (15) 9
Discontinued operations...................................................... 4
----------- ------------
Net income (loss)............................................................ $ 22 $ (13)
----------- ------------
</TABLE>
7. Contingencies
The Company's past and present operations include activities which are subject
to federal, state and local environmental requirements, particularly relating to
air and water quality. The Company faces potential environmental liability as a
result of violations of permit terms and similar authorizations that have
occurred from time to time at its facilities. In addition, the Company faces
potential liability for response costs at various sites for which it has
received notice as being a potentially responsible party ("PRP") concerning
hazardous substance contamination. In estimating its reserves for environmental
remediation and future costs, the Company's estimated liability reflects only
the Company's expected share after consideration for the number of other PRPs at
each site, the identity and financial condition of such parties and experience
regarding similar matters.
6
<PAGE>
Subsequent to an understanding reached in December 1998, the Company and SNC
entered into a Settlement Agreement in January 1999 to implement a nationwide
class action settlement of claims involving Cladwood(R), a composite wood siding
product manufactured by SNC that has been used primarily in the construction of
manufactured or mobile homes. In 1998, the Company recorded a $30 million pre-
tax charge to reflect amounts SNC paid into a settlement fund, administrative
costs, plaintiffs' attorneys' fees, class representative payments and other
costs. The Company believes its reserve is adequate to pay eligible claims.
However, the number of claims, and the number of potential claimants who choose
not to participate in the settlement, could cause the Company to re-evaluate
whether the liabilities in connection with the Cladwood(R) cases could exceed
established reserves.
The Company is a defendant in a number of lawsuits and claims arising out of the
conduct of its business, including those related to environmental matters. While
the ultimate results of such suits or other proceedings against the Company
cannot be predicted with certainty, the management of the Company believes that
the resolution of these matters will not have a material adverse effect on its
consolidated financial condition or results of operations.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
----------------------------------------------------------------------
of Operations
- -------------
Results of Operations
<TABLE>
<CAPTION>
(In millions) Three months ended
March 31,
-----------------------------
2000 1999
----- -----
<S> <C> <C>
Net sales
Containerboard and corrugated containers......................................... $ 465 $ 391
Folding cartons and boxboard..................................................... 212 197
Reclamation...................................................................... 159 75
Other operations................................................................. 74 66
----- -----
Total operations................................................................. $ 910 $ 729
===== =====
Profit (loss)
Containerboard and corrugated containers......................................... $ 57 $ 23
Folding cartons and boxboard..................................................... 15 16
Reclamation...................................................................... 10 2
Other operations................................................................. 7 8
----- -----
Total operations................................................................. 89 49
Restructuring charge............................................................. (5)
Interest expense, net............................................................ (27) (47)
Other, net....................................................................... (25) (23)
----- -----
Income (loss) from continuing operations
before income taxes............................................................ $ 37 $ (26)
===== =====
</TABLE>
For the three months ended March 31, 2000, net sales for the Company were $910
million, an increase of 25% compared to the same period last year. The increase
in net sales was due primarily to improvements in sales prices and higher sales
volumes. Closures of operating facilities partially offset the volume and price
improvements. Operating profits for the Company for the three months ended March
31, 2000 were $89 million, an increase of $40 million compared to the same
period last year due primarily to the higher average sales prices. Other, net
includes corporate expenses and other costs not allocated to segments. The
increases (decreases) for each of the Company's segments are shown in the chart
below.
<TABLE>
<CAPTION>
(In millions) Container-
board & Folding
Increase (decrease) Corrugated Cartons & Other
in net sales due to: Containers Boxboard Reclamation Operations Total
- ------------------- ---------- -------- ----------- ---------- -----
<S> <C> <C> <C> <C> <C>
Three months ended March 31,
2000 compared to 1999
- ---------------------
Sales price and product mix............ $ 74 $ 7 $78 $ 5 $164
Sales volume........................... 21 8 9 4 42
Closed or sold facilities.............. (21) (3) (1) (25)
---- --- --- --- ----
Net increase.......................... $ 74 $15 $84 $ 8 $181
==== === === === ====
</TABLE>
Containerboard and Corrugated Containers Segment
- ------------------------------------------------
Net sales of $465 million for the three months ended March 31, 2000 increased by
19% compared to last year and profits improved by $34 million to $57 million.
The increase in net sales was due primarily to the impact of higher average
sales prices and sales volume. Net sales were negatively impacted by the closure
of four container plants in 1999. Profits increased due primarily to higher
average sales prices. Reclaimed fiber cost was higher in the first quarter of
2000 compared to last year. Cost of goods sold as a percent of
8
<PAGE>
net sales decreased to 81% for the three months ended March 31, 2000 compared to
86% for the same period last year due primarily to the higher average sales
prices.
On average, linerboard prices in the first quarter of 2000 were higher than last
year by 22% and the average price of corrugated containers was higher by 23%.
The Company implemented price increases of $50 and $60 per ton for linerboard
and medium, respectively, on February 1, 2000. Containerboard production for the
first quarter of 2000 increased 4% compared to last year. Shipments of
corrugated containers increased 1% compared to last year. The average sales
price of solid bleached sulfate in the first quarter of 2000 increased 4%
compared to last year and production was higher by 9%.
Folding Cartons and Boxboard Segment
- ------------------------------------
Net sales of $212 million for the three months ended March 31, 2000 increased by
8% compared to last year and profits decreased by $1 million to $15 million. The
sales increase was due to higher average sales prices and increased sales volume
compared to last year. Folding carton shipments increased 2% compared to last
year. On average, boxboard sales prices were 5% higher and folding carton sales
prices were 3% higher than last year. Profits were lower due primarily to higher
reclaimed fiber costs compared to last year. Cost of goods sold as a percent of
net sales increased to 85% for the three months ended March 31, 2000 compared to
84% for the same period last year due primarily to higher fiber cost.
Reclamation Segment
- -------------------
Net sales of $159 million for the three months ended March 31, 2000 increased by
112% compared to last year and profits improved by $8 million to $10 million.
The increase in net sales was due primarily to higher average sales prices.
Demand for reclaimed fiber, particularly for old corrugated containers ("OCC"),
the primary grade used by recycled containerboard mills, was strong in the first
quarter of 2000 and sales prices increased. Compared to last year, the average
price of OCC in the first quarter was higher by approximately $55 per ton and
the average price of old newsprint was higher by approximately $18 per ton.
Total tons of fiber reclaimed and brokered increased 7% compared to last year.
Cost of goods sold as a percent of net sales increased to 90% for the three
months ended March 31, 2000 compared to 89% for the same period last year due
primarily to higher wastepaper cost.
Costs and Expenses
- ------------------
The Company's overall cost of goods sold increased compared to last year due
primarily to higher reclaimed fiber and wood costs. Cost of goods sold as a
percent of net sales for the three months ended March 31 declined from 87% in
1999 to 85% in 2000 due primarily to the higher average sales prices.
Selling and administrative expenses increased compared to last year due
primarily to higher personnel costs. Selling and administrative expenses as a
percent of net sales for the three months ended March 31 declined from 9% in
1999 to 8% in 2000 due to increased sales prices.
Interest expense, net of $47 million was $20 million lower than last year for
the three months ended March 31, 2000 due to lower average outstanding debt
levels in 2000. The Company's overall average effective interest rate in the
2000 period was comparable to last year. Interest expense, net includes interest
income, which consists primarily of interest earned on the Company's
intercompany loan made to SSCC in November 1998 in connection with the Merger.
Interest income of $12 million for the three months ended March 31, 2000 was
comparable to 1999.
Provision for income taxes of $15 million for the three months ended March 31,
2000 differed from the federal statutory tax rate due to several factors, the
most significant of which was state income taxes.
9
<PAGE>
Statistical Data
<TABLE>
<CAPTION>
(In thousands of tons, except as noted) Three months ended
March 31,
---------
2000 1999
----- -----
<S> <C> <C>
Mill production:
Containerboard............................................................... 380 367
Solid bleached sulfate....................................................... 48 44
Recycled boxboard............................................................ 192 191
Corrugated shipments (billion sq. ft.).......................................... 7.4 7.4
Folding carton shipments........................................................ 143 140
Fiber reclaimed and brokered.................................................... 1,701 1,591
</TABLE>
Restructuring
As explained in the JSCE 1999 10-K, in connection with the Merger, the Company
restructured its operations. The Company recorded a pretax charge of $257
million in the fourth quarter of 1998 for restructuring costs related to the
permanent closure of certain JSC(U.S.) mill operations and related facilities on
December 1, 1998. As part of the Company's continuing evaluation of all areas of
its business in connection with its Merger integration, the Company recorded a
$9 million restructuring charge in the year ended December 31, 1999 related to
the permanent shutdown of eight additional JSC(U.S.) facilities.
Since the Merger, through March 31, 2000, approximately $44 million (62%) of the
cash expenditures were incurred, the majority of which related to severance and
facility closure costs. The remaining exit liabilities for the Company as of
March 31, 2000 of approximately $27 million will be funded through operations as
originally planned. Additional restructuring charges are expected in 2000 as
management finalizes its plans.
Discontinued Operations
As explained in the JSCE 1999 10-K, in February 1999, the Company adopted a
formal plan to sell the operating assets of its subsidiary, SNC. Accordingly,
SNC is accounted for as discontinued operations. The Company transferred
ownership of the Oregon City, Oregon newsprint mill on May 9, 2000, thereby
completing its exit from the newsprint business. No proceeds from the transfer
were received.
Liquidity and Capital Resources
For the three months ended March 31, 2000, borrowings of $27 million, proceeds
of $7 million received from SSCC in partial repayment of its intercompany loan
and $3 million of proceeds from property disposals were used primarily to fund
property additions of $18 million and net cash used for operating activities of
$19 million.
The JSC(U.S.) bank credit facility (the "JSC(U.S.) Credit Agreement") contains
various business and financial covenants including, among other things, (i)
limitations on dividends, redemptions and repurchases of capital stock, (ii)
limitations on the incurrence of indebtedness, (iii) limitations on capital
expenditures and (iv) maintenance of certain financial covenants. The JSC(U.S.)
Credit Agreement also requires prepayments if JSC(U.S.) has excess cash flows,
as defined, or receives proceeds from certain asset sales, insurance, issuance
of equity securities or incurrence of certain indebtedness. The obligations
under the JSC(U.S.) Credit Agreement are unconditionally guaranteed by the
Company and certain of its subsidiaries. The obligations under the JSC(U.S.)
Credit Agreement are secured by a security interest in substantially all of the
assets of JSC(U.S.). Such restrictions, together with the highly leveraged
position of the Company, could restrict corporate activities, including the
Company's ability to respond to market conditions, to provide for unanticipated
capital expenditures or to take advantage of business opportunities.
10
<PAGE>
The Company expects that internally generated cash flows and existing financing
resources will be sufficient for the next several years to meet its obligations,
including debt service, restructuring payments, environmental expenditures
relating to compliance with the Cluster Rule (as discussed in the JSCE 1999 10-
K) and other capital expenditures. The Company expects to use any excess cash
provided by operations to make further debt reductions. As of March 31, 2000,
JSC(U.S.) had $451 million of unused borrowing capacity under the JSC(U.S.)
Credit Agreement and $89 million of unused borrowing capacity under its $315
million accounts receivable securitization program, subject to JSC(U.S.)'s level
of eligible accounts receivable.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
For a discussion of certain market risks related to the Company, See Part II,
Item 7A, "Quantitative and Qualitative Disclosures About Market Risk", in the
JSCE 1999 10-K.
Interest Rate Risk
The Company's earnings and cash flows are significantly affected by the amount
of interest on its indebtedness. No significant change has occurred in the
Company's exposure to such risk for the three months ended March 31, 2000.
11
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) The following exhibits are included in this Form 10-Q.
27.1 Financial Data Schedule
b) Reports on Form 8-K
None
12
<PAGE>
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.
JSCE, Inc.
-------------------------------
(Registrant)
Date: May 10, 2000 /s/ Paul K. Kaufmann
------------ ----------------------------
Paul K. Kaufmann
Vice President and
Corporate Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000727742
<NAME> JSCE, INC.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 399
<ALLOWANCES> 10
<INVENTORY> 251
<CURRENT-ASSETS> 723
<PP&E> 2,115
<DEPRECIATION> 819
<TOTAL-ASSETS> 2,740
<CURRENT-LIABILITIES> 628
<BONDS> 1,652
0
0
<COMMON> 0
<OTHER-SE> (213)
<TOTAL-LIABILITY-AND-EQUITY> 2,740
<SALES> 910
<TOTAL-REVENUES> 910
<CGS> 774
<TOTAL-COSTS> 774
<OTHER-EXPENSES> 74
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27
<INCOME-PRETAX> 37
<INCOME-TAX> 15
<INCOME-CONTINUING> 22
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
