November 14, 1997
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Document Control *EDGAR*
Ladies/Gentlemen:
Accompanying this letter is one copy of Form 10-Q, Quarterly Report for
the quarterly period ended September 30, 1997, for Transamerica Finance
Corporation.
One complete copy of this report is being forwarded to the New York
Stock Exchange.
Very truly yours,
Burton E. Broome
Vice President and Controller
cc: New York Stock Exchange
<PAGE>
Page 1
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 Quarterly Period Ended September 30, 1997
Commission File Number 1-6798
------------------
TRANSAMERICA FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1077235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices)
(Zip Code)
(4l5) 983-4000
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 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
Number of shares of Common Stock, $10 par value, outstanding as of close of
business on October 31, 1997: 1,464,285.
<PAGE>
Page 2
TRANSAMERICA FINANCE CORPORATION
FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements.
The following unaudited consolidated financial statements of
Transamerica Finance Corporation and Subsidiaries (the "Company") for the
periods ended September 30, 1997 and 1996, do not include complete financial
information and should be read in conjunction with the Consolidated Financial
Statements filed with the Commission on Form 10-K for the year ended December
31, 1996. The financial information presented in the financial statements
included in this report reflects all adjustments, consisting only of normal
recurring accruals, which are, in the opinion of management, necessary for a
fair statement of results for the interim periods presented. Results for the
interim periods are not necessarily indicative of the results for the entire
year for most of the Company's businesses.
On September 18, 1997, Transamerica announced a definitive agreement to
acquire approximately $1.23 billion of net receivables and other assets of the
inventory financing, consumer financing and international factoring businesses
of Whirlpool Financial Corporation for a total purchase price of $1.35 billion,
subject to final closing adjustments. On October 16, 1997, Transamerica
announced that it had completed the acquisition of Whirlpool Financial
Corporation's inventory finance business in the United States, Canada and
Mexico, as well as its international factoring business in Argentina, for $759
million in cash. The acquisition of most of the remaining assets of the
international factoring operations was completed by November 3, 1997, for
approximately $170 million in cash. The acquisition of the consumer finance
business, including Whirlpool Financial National Bank, a credit card bank, will
close separately upon receipt of appropriate regulatory approval.
On June 23, 1997, the Company's parent, Transamerica Corporation, sold its
branch based consumer lending operation as part of its strategy to redeploy its
capital while moving ahead with a plan to build a new, centralized real estate
secured lending operation. Gross proceeds from the sale were $3.9 billion, or
$1.1 billion after repayment of associated debt. As a result of the sale, second
quarter results included an after tax gain of $275 million after taking into
account write downs of intangibles and other items. In addition, real estate
secured loans, non real estate secured loans and foreclosed properties and other
repossessed assets with a carrying value of $171.5 million remain as of
September 30, 1997 which will be sold or liquidated separately. In October 1997,
Transamerica Corporation completed the sale of another $158.7 million of
contractual finance receivables and foreclosures in process for gross proceeds
of $117.8 million subject to closing adjustments.
Effective June 30, 1997, a merger was effected between Transamerica
Finance Corporation and its immediate parent, Transamerica Finance Group, Inc.,
in which Transamerica Finance Corporation was the surviving corporation. Among
other things, the merger resulted in the contribution by Transamerica Finance
Group, Inc. of its investment in an insurance premium finance business along
with several other small subsidiaries to the Company. The transfer was accounted
for as a pooling of interest and all periods presented have been restated.
* * * * *
The consolidated ratios of earnings to fixed charges were computed by
dividing income before fixed charges and income taxes by the fixed charges.
Fixed charges consist of interest and debt expense and one-third of rent
expense, which approximates the interest factor.
<PAGE>
Page 3
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
-------------
CONSOLIDATED BALANCE SHEET
(Amounts in millions except for share data)
<CAPTION>
September 30, December 31,
1997 1996
(Restated)
<S> <C> <C>
Assets:
Cash and cash equivalents $ 43.3 $ 429.4
Finance receivables 4,710.8 8,697.9
Less unearned fees ($326.2 in 1997 and
$437.6 in 1996) and allowance for losses 423.9 794.1
---------- ----------
4,286.9 7,903.8
Property and equipment less accumulated depreciation
of $1,146.6 in 1997 and $1,025 in 1996:
Land, buildings and equipment 27.5 75.1
Equipment held for lease 3,115.0 3,118.5
Goodwill, less accumulated amortization of
$151.8 in 1997 and $142.2 in 1996 364.8 371.1
Assets held for sale 171.5 86.5
Other assets 574.4 660.7
---------- ----------
$ 8,583.4 $12,645.1
========== ==========
Liabilities and Stockholder's Equity:
Debt:
Unsubordinated $ 5,310.1 $ 8,974.7
Subordinated 804.9 904.6
---------- ----------
Total debt 6,115.0 9,879.3
Accounts payable and other liabilities 858.6 786.7
Income taxes payable 347.5 244.7
Stockholder's equity:
Preferred stock --authorized, 250,000
without par value; none issued
Common stock--authorized, 2,500,000
shares of $10 par value; issued and
outstanding 1,464,285 shares 14.6 14.6
Additional paid-in capital 1,255.7 1,602.6
Retained earnings 117.7
Net unrealized gain from investments marked
to fair value 2.7
Foreign currency translation adjustments (8.0) (3.2)
---------- ----------
Total stockholder's equity 1,262.3 1,734.4
---------- ----------
$ 8,583.4 $ 12,645.1
========== ==========
</TABLE>
<PAGE>
Page 4
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
---------------
CONSOLIDATED STATEMENT OF INCOME (LOSS)
(Dollar amounts in millions)
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
1997 1996 1997 1996
(Restated) (Restated)
<S> <C> <C> <C> <C>
REVENUES
Finance charges $ 633.5 $ 903.1 $ 142.2 $ 296.5
Leasing revenues 565.3 496.7 194.8 168.5
Gain on sale of consumer
lending branch operation 469.0
Other 74.4 52.9 28.9 16.0
---------- -------- ------- ------
Total revenues 1,742.2 1,452.7 365.9 481.0
EXPENSES
Interest and debt expense 362.4 453.6 94.4 149.0
Depreciation on equipment
held for lease 205.6 182.9 70.4 62.0
Salaries and other
operating expenses 490.4 495.7 138.0 169.7
Provision for losses
on receivables and
assets held for sale 48.0 249.6 3.0 148.1
---------- -------- ------- ------
Total expenses 1,106.4 1,381.8 305.8 528.8
Income before income taxes 635.8 70.9 60.1 (47.8)
Income taxes 258.6 21.9 24.1 (22.1)
---------- -------- ------- ------
Net income $ 377.2 $ 49.0 $ 36.0 $ (25.7)
========== ======== ======= ======
Ratio of earnings to fixed charges 2.66 1.15
==== ====
</TABLE>
<PAGE>
Page 5
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in millions)
<CAPTION>
Nine months ended
September 30,
1997 1996
(Restated)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 377.2 $ 49.0
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on sale of Consumer Lending
branch operation (275.0)
Depreciation and amortization 224.9 205.6
Provision for losses on receivables
and assets held for sale 48.0 249.6
Change in accounts payable and other
liabilities 221.0 67.3
Change in income taxes payable 39.8 (24.4)
Other (206.3) 33.3
---------- ---------
Net cash provided by operating activities 429.6 580.4
INVESTING ACTIVITIES
Finance receivables originated (16,681.0) (13,769.9)
Finance receivables collected and sold 16,819.8 13,541.3
Purchase of property and equipment (268.3) (391.0)
Sales of property and equipment 94.8 160.6
Proceeds from sale of Consumer Lending branch
operation to Household International, Inc. 3,860.0
Other (27.4) 73.9
---------- ---------
Net cash provided (used) by
investing activities 3,797.9 (385.1)
FINANCING ACTIVITIES
Proceeds from debt financing 3,266.7 4,348.1
Payments of debt (7,024.2) (4,409.7)
Dividends and capital transactions
with parent (856.1) (81.4)
---------- ---------
Net cash used by financing activities (4,613.6) (143.0)
---------- ---------
Increase (decrease) in cash and
cash equivalents (386.1) 52.3
Cash and cash equivalents at beginning
of year 429.4 8.0
---------- ---------
Cash and cash equivalents at end of period $ 43.3 $ 60.3
========== =========
</TABLE>
<PAGE>
Page 6
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(Amounts in millions)
Nine months ended
September 30,
1997 1996
(Restated)
Balance at beginning of year ..... $ 117.7 $ 272.7
Net income ................................ 377.2 49.0
Dividends .................................. (494.9) (92.7)
------- -------
Balance at end of period ........... $ - $ 229.0
======= =======
<PAGE>
Page 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
<TABLE>
REVENUES AND INCOME BY LINE OF BUSINESS
<CAPTION>
Nine months ended September 30, Third Quarter
Revenues Income Income (Loss)
1997 1996 1997 1996 1997 1996
(Amounts in millions) (Restated) (Restated) (Restated)
<S> <C> <C> <C> <C> <C> <C>
Commercial lending $ 361.4 $ 319.7 $ 63.1 $ 54.5 $ 21.2 $ 21.8
Consumer lending 749.8 579.2 276.5 (52.6) 1.5 (65.7)
Leasing 619.0 548.6 45.6 59.7 17.3 22.0
Unallocated items 12.0 5.2 1.9 (2.8) (0.5) (0.5)
Amortization of goodwill (9.9) (9.8) (3.5) (3.3)
--------- --------- -------- ------- ------- -------
$ 1,742.2 $ 1,452.7 $ 377.2 $ 49.0 $ 36.0 $ (25.7)
========= ========= ======== ======= ======= =======
</TABLE>
<PAGE>
Page 8
Commercial Lending
Commercial lending net income for the first nine months and third
quarter of 1997 was $55.1 million and $18.5 million compared to $46.3 million
and $19.1 million for the comparable periods of 1996. Commercial lending income,
before the amortization of goodwill, for the first nine months and third quarter
of 1997 increased $8.6 million (16%) and decreased $600,000 (3%) from 1996's
first nine months and third quarter. The first nine months increase resulted
primarily from (1) the inclusion in the first quarter 1997 of a $3.2 million tax
benefit from the satisfactory resolution of prior years' tax matters, (2) the
inclusion in the first quarter of 1996 of the effect of after tax loss
provisions of $2.5 million on a contested account and for settlement of a legal
matter and (3) higher average net receivables outstanding in 1997. These factors
more than offset the inclusion in the third quarter of 1996 of a $4.5 million
benefit from the resolution of previously disputed issues relating to the 1995
sale of certain operating assets. The decrease in the third quarter resulted
primarily from the effect of the $4.5 million benefit described above which more
than offset the positive impact in the third quarter of 1997 of higher average
net receivables outstanding.
Revenues in the first nine months and third quarter of 1997 increased
$41.7 million (13%) and $14.4 million (13%) over the corresponding 1996 periods.
Higher average net receivables outstanding more than offset a decline in yield
due to increased competition.
Interest expense increased $20.5 million (19%) and $7.9 million (22%)
in the first nine months and third quarter of 1997 principally due to a higher
average debt level needed to support receivables growth. Operating expenses for
the first nine months and third quarter of 1997 increased $7.3 million (6%) and
$3.7 million (9%) primarily as a result of higher levels of business volume and
outstanding receivables. The provision for losses on receivables for the first
nine months and third quarter of 1997 increased $2.1 million (25%) and $2.4
million (891%) from the corresponding 1996 periods. The 1996 first quarter
included a $2.9 million ($1.7 million after tax) reserve established on a major
impaired account in the insurance premium finance portfolio. The third quarter
increase in the loss provision was primarily attributable to the third quarter
1996 reversal of reserves no longer required due to the collection of previously
reserved receivables in the liquidating portfolio. Credit losses, net of
recoveries, on an annualized basis as a percentage of average commercial finance
receivables outstanding, net of unearned finance charges, were 0.14% for the
first nine months and 0.12% for the third quarter of 1997 compared to 0.07% and
0.03% for the comparable periods in 1996.
Net commercial finance receivables outstanding were $3.9 billion at
September 30, 1997 an increase of $213.8 million (6%) from December 31,1996. In
1997, the distribution finance operation purchased for cash a portfolio of floor
plan finance receivables with a total net outstanding balance of approximately
$115 million and securitized and sold approximately $227 million of a pool of
floor plan finance receivables. The insurance premium finance operation reduced
the level of pooled securitized receivables by $75 million ($400 million at
September 30). Management has established an allowance for losses equal to 2.23%
of net commercial finance receivables outstanding as of September 30, 1997
compared to 2.22% at December 31, 1996.
Delinquent receivables are defined as instalments for inventory finance
and asset based lending receivables more than 60 days past due and the
outstanding loan balance for all other receivables over 60 days past due.
Delinquent receivables were $19.4 million (0.48% of receivables outstanding) at
September 30, 1997 compared to $17.3 million (0.46% of receivables outstanding)
at December 31, 1996.
<PAGE>
Page 9
Nonearning receivables are defined as balances from borrowers that are
more than 90 days delinquent or sooner if it appears doubtful they will be fully
collectible. Accrual of finance charges is suspended on nonearning receivables
until such time as past due amounts are collected. Nonearning receivables were
$30.8 million (0.76% of receivables outstanding) at September 30, 1997 compared
to $21.4 million (0.56% of receivables outstanding) at December 31, 1996.
Consumer Lending
Consumer finance net income for the first nine months and third quarter of
1997 was $276.1 million and $1.1 million. Operating income (excluding goodwill
amortization) for the same periods was $276.5 million and $1.5 million. Third
quarter earnings comprise the results of the continuing businesses and the
liquidating operations. The branch based consumer lending operation was sold in
the second quarter of 1997. Prior to completing the sale of the branch based
operation, the consumer finance operation reported breakeven results for the
1997 periods. The sale resulted in an after tax gain of $275 million after
taking into account writedowns of intangibles and other items. In the first nine
months and third quarter of 1996, the consumer lending operation had net losses
of $52.6 million and $65.8 million.
Revenues increased $170.6 million (29%) for the first nine months of
1997 over the comparable period of 1996. This increase was due primarily to a
$469 million pre-tax gain on the sale of the branch-based lending business in
the second quarter of 1997 offset in part by lower finance charges due to lower
average receivables outstanding which resulted primarily from the sale of the
branch based consumer lending operation and sale of various loan portfolios
during the first six months of 1997. For the third quarter of 1997 revenues
decreased $157.6 million (84%) from the third quarter of 1996. This decrease was
due primarily to lower average receivables outstanding which resulted primarily
from the sales of receivables during the first six months of 1997, offset
partially by a $5 million pretax settlement of a claim on a prior year portfolio
acquisition and by an $8.5 million pretax gain on the sale (with servicing
rights retained) of certain continuing business loan portfolios in the third
quarter of 1997.
Interest expense for the first nine months and third quarter of 1997
decreased $116.9 million (52%) and $67.7 million (91%) from the comparable 1996
periods. Other operating expenses for the first nine months and third quarter of
1997 decreased $69.5 million (35%) and $55.7 million (75%) compared to the 1996
periods. The provision for losses on receivables for the first nine months and
third quarter of 1997 decreased $203.7 million (84%) and $147.6 million (100%)
compared to the same periods a year ago. All declines were due primarily to the
sale on June 23, 1997 of the branch-based lending business.
Transamerica has commenced building a new centralized real estate
secured lending operation. As part of this plan, at September 30, 1997, there
were $71 million of net consumer finance receivables relating to continuing
operations. This was a reduction of $109.4 million from June 30, 1997 reflecting
the sale with servicing rights retained of $169.5 million of receivables in the
third quarter.
Delinquent continuing operations finance receivables, which are defined
as receivables contractually past due 60 days or more, were $6.7 million at
September 30, 1997 (9.13% of finance receivables outstanding). This was an
increase over the $2.9 million (1.57% of finance receivables outstanding) at
June 30, 1997. The increase reflects a seasoning of a relatively new portfolio.
For continuing business accounts, accrual of interest and other finance
charges is suspended on accounts that become contractually past due more than 90
days. At September 30, 1997 such nonearning receivables amounted to $4.7
million. Payments received on accounts while in non accrual status are applied
to principal and interest income according to the terms of the loan.
Management has established an allowance for losses of $5.7 million equal to
8.05% of net consumer finance receivables outstanding at September 30, 1997 on
continuing businesses. At June 30, 1997 the allowance was $5.2 million or 2.90%
of net consumer finance receivables. The increase in the percent of net consumer
<PAGE>
Page 10
finance receivables is due primarily to lower outstandings as a result of the
sale of a portion of the continuing business portfolio during the quarter.
Assets held for sale at September 30, 1997, totaled $171.5 million
reflecting the net carrying value of $208.3 million of contractual finance
receivables of which $139.9 million is 60 days or more past due, $30.4 million
of foreclosures in process and $15.9 million of repossessed assets. Assets held
for sale at June 30, 1997 were $189.5 million. Early in the fourth quarter,
finance receivables and foreclosures in process of $158.7 million were sold.
Gross proceeds were $117.8 million subject to closing adjustments. Management
intends to continue its efforts to dispose of this portfolio.
Factors such as economic conditions, competition, and the state of the
real estate market all affect trends in receivable levels, credit losses,
delinquencies, accounts in foreclosure and repossessed assets.
Leasing
Leasing net income for the first nine months and third quarter of 1997
was $44 million and $16.8 million compared to $58.1 million and $21.5 million
for the first nine months and third quarter of 1996. Leasing income, before the
amortization of goodwill, was $45.6 million and $17.3 million in the first nine
months and third quarter of 1997 compared to $59.7 million and $22 million in
the corresponding periods of 1996.
Leasing income, before the amortization of goodwill, for the first nine
months and third quarter of 1997 decreased $14.1 million (24%) and $4.7 million
(21%) from the first nine months and third quarter of 1996. Lower earnings for
both the first nine months and third quarter of 1997 resulted from lower per
diem rates and lower standard container utilization caused by an industry over
capacity of equipment, and from lower gains from sales of used standard
containers. Partially offsetting these declines were improved earnings in the
rail trailer, refrigerated, tank and domestic containers and European trailer
lines, mainly associated with increased on-hire units.
Revenue for the first nine months and third quarter of 1997 increased $70.4
million (13%) and $25.6 million (14%) versus the first nine months and third
quarter of 1996. The revenue increases were due to a larger on-hire fleet of
standard, refrigerated and tank containers and chassis primarily associated with
the October 1996 acquisition of Trans Ocean Ltd. which increased the fleet size
approximately 25%. Revenue also increased due to a larger portfolio of finance
leases and more on-hire European trailers. Partially offsetting the increase
were lower revenues from decreased rental rates and utilization for standard
containers and refrigerated containers primarily due to an over capacity of
equipment. The rail trailer operation also reported lower revenues due to a
smaller fleet size.
Expenses for the first nine months and third quarter of 1997 increased $85
million (18%) and $30.6 million (20%) over the corresponding 1996 periods,
primarily due to higher ownership and operating costs associated with larger
fleets of standard and refrigerated containers, chassis and European trailers.
The combined utilization rate for standard containers, refrigerated
containers, domestic containers, tank containers and chassis averaged 78% and
79% for the first nine months and third quarter of 1997 compared to 81% for both
the first nine months and third quarter of 1996. Rail trailer utilization was
83% and 84% for the first nine months and third quarter of 1997 compared to 80%
and 81% for the first nine months and third quarter of 1996. European trailer
utilization was 91% and 90% for the first nine months and third quarter of 1997
compared to 92% for both the first nine months and third quarter of 1996.
Derivatives
The operations of the Company are subject to risk of interest rate
fluctuations to the extent that there is a difference between the cash flows
from the Company's interest-earning assets and the cash flows related to its
liabilities that mature or are repriced in specified periods. In the normal
course of its operations, the Company hedges some of its interest rate risk with
derivative financial instruments. These derivatives comprise primarily interest
rate swap agreements. The Company does not use derivative financial instruments
for trading or speculative purposes, nor is the Company a party to any leveraged
derivative contracts.
<PAGE>
Page 11
Derivative financial instruments with a notional amount of $1.5 billion
at September 30, 1997 and $892.8 million at December 31, 1996 and designated as
hedges of the Company's liabilities were outstanding.
While the Company is exposed to credit risk in the event of nonperformance
by the other party, nonperformance is not anticipated due to the credit rating
of the counterparties. At September 30, 1997, the derivative financial
instruments discussed above were issued by financial institutions rated A or
better by one or more of the major credit rating agencies. At September 30, 1997
and December 31, 1996 the fair value of the Company's derivative financial
instruments was a net benefit of $24.5 million and a net obligation of $800,000
comprising agreements with aggregate gross benefits of $35.4 million and $8.9
million and agreements with aggregate gross obligations of $10.9 million and
$9.7 million.
When an asset or liability which is hedged by a derivative contract is sold
or otherwise disposed of, the derivative contract is either reassigned to hedge
another asset or liability or closed out, and any gain or loss recognized.
<PAGE>
Page 12
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
On July 8th, Transamerica reported that it had sold
substantially all of its real estate secured lending
operations to a subsidiary of Household International.
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.
TRANSAMERICA FINANCE CORPORATION
(Registrant)
Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)
Date: November 14, 1997
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXHIBIT 12
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Nine Months Ended September 30,
1997 1996
(Dollar amounts in millions) (Restated)
Fixed charges:
Interest and debt expense ......... $ 362.4 $ 453.6
One-third of rental expense ....... 21.7 6.9
----- -----
Total ........................................ $ 384.1 $ 460.5
===== =====
Earnings:
Net Income from operations ............ $ 377.2 $ 49.0
Provision for income taxes ........ 258.6 21.9
Fixed charges ..................... 384.1 460.5
----- -----
Total ............................. $ 1,019.9 $ 531.4
======= =====
Ratio of earnings to fixed charges... 2.66 1.15
==== ====
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 43
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,143
<DEPRECIATION> 1,147
<TOTAL-ASSETS> 8,583
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 15
<OTHER-SE> 1,247
<TOTAL-LIABILITY-AND-EQUITY> 8,583
<SALES> 0
<TOTAL-REVENUES> 1,742
<CGS> 0
<TOTAL-COSTS> 206
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 48
<INTEREST-EXPENSE> 362
<INCOME-PRETAX> 636
<INCOME-TAX> 259
<INCOME-CONTINUING> 377
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 377
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
