<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, 1998
Commission File Number 1-6798
------------------
TRANSAMERICA FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-10977235
(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)
(415) 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, 1998: 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, 1998 and 1997, 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, 1997. 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.
* * * * *
Effective January 1, 1998, the Company adopted the provisions of
American Institute of Certified Public Accountants Statement of Position No.
98-1 which requires, among other things, that payroll costs incurred in the
development of computer software systems be capitalized. The effect of adoption
on consolidated income for the nine months and three months ended September 30,
1998 was immaterial.
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. This
statement establishes accounting and reporting standards for derivative
contracts, and for hedging activities. The Company is required to adopt this
statement as of January 1, 2000. The effect on the Company's financial
statements of adopting this standard is uncertain at this time.
The consolidated ratios of earnings to fixed charges were computed by
dividing income from continuing operations 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,
1998 1997
<S> <C> <C>
Assets:
Cash and cash equivalents $ 41.3 $ 70.1
Finance receivables 5,586.3 4,333.4
Less unearned fees ($389.5 in 1998 and
$340.8 in 1997) and allowance for losses 511.1 430.1
---------- ----------
5,075.2 3,903.3
Property and equipment, less accumulated
depreciation of $1,268.5 in 1998 and
$1,190.5 in 1997:
Land, buildings and equipment 37.2 25.1
Equipment held for lease 3,031.5 2,996.5
Goodwill, less accumulated amortization of
$167.8 in 1998 and $156.2 in 1997 394.5 423.0
Assets held for sale 25.7 377.8
Net assets of discontinued operations 38.7 40.1
Other assets 751.4 889.6
---------- ----------
$ 9,395.5 $ 8,725.5
========== ==========
Liabilities and Stockholder's Equity:
Debt:
Unsubordinated $ 6,139.7 $ 5,341.5
Suborodinated 537.2 683.7
---------- ----------
Total Debt 6,676.9 6,025.2
Accounts payable and other liabilities 885.4 1,034.7
Income taxes payable 436.0 362.4
Stockholder's equity:
Preferred stock - authorized, 250,000 shares
without par value: none issues
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 1,378.9 1,300.9
Retained earnings 4.5
Component of other cumulative
comprehensive income:
Foreign currency translation adjustments (0.8) (12.3)
---------- ----------
Total Stockholder's Equity 1,397.2 1,303.2
---------- ----------
$ 9,395.5 $ 8,725.5
========== ==========
</TABLE>
<PAGE>
Page 4
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
----------------------
CONSOLIDATED STATEMENT OF INCOME
(Amounts in millions)
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES
Finance charges and other fees $ 513.6 $ 376.6 $ 170.6 $ 127.0
Leasing revenues 548.5 565.3 181.5 194.8
Other 71.9 50.5 28.2 14.9
----------- ---------- --------- ---------
Total revenues 1,134.0 992.4 380.3 336.7
EXPENSES
Interest and debt expense 279.9 254.2 91.6 87.9
Depreciation on equipment held for lease 207.1 205.6 70.6 70.4
Salaries and other operating expenses 452.2 358.4 151.5 118.6
Provision for losses on receivables 37.7 10.2 12.7 2.7
----------- ---------- --------- ---------
Total expenses 976.9 828.4 326.4 279.6
Income before income taxes 157.1 164.0 53.9 57.1
Income taxes 59.8 62.9 20.8 22.2
----------- ---------- --------- ---------
97.3 101.1 33.1 34.9
Income from continuing operations
Income from discontinued operations 276.1 1.1
---------- ---------- --------- ----------
Net Income $ 97.3 $ 377.2 $ 33.1 $ 36.0
========== ========== ========= =========
Ratio of earnings to fixed charges 1.53 1.60
==== ====
</TABLE>
<PAGE>
Page 5
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
-----------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in millions)
<CAPTION>
Nine months ended
September 30,
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net income from continuing operations $ 97.3 $ 101.1
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities:
Depreciation and amortization 224.6 221.1
Provision for losses on receivables 37.7 10.2
Amortization of discount on long-term debt 9.2 8.8
Change in accounts payable and other liabilities (141.2) 169.8
Change in income taxes payable 78.5 39.8
Other 222.4 (256.7)
----------- -----------
Net cash provided by operating activities 528.5 294.1
INVESTING ACTIVITIES
Finance receivables originated (15,918.0) (16,185.3)
Finance receivables collected 15,342.1 15,967.7
Purchase of property and equipment (300.9) (265.9)
Sales of property and equipment 83.7 91.8
Proceeds from the sale of and cash
transactions with discontinued operations 4.4 4,176.2
Purchase of finance receivables from Whirlpool Finance Corporation (386.4)
Other (.2) (246.9)
----------- -----------
Net cash provided (used) by investing activities (1,175.3) 3,537.6
FINANCING ACTIVITIES
Proceeds from debt financing 1,776.4 3,266.7
Payment of debt (1,143.6) (6,608.6)
Capital contributions from parent 78.0
Cash dividends paid (92.8) (859.2)
----------- -----------
Net cash provided (used) by financing activities 618.0 (4,201.1)
----------- -----------
Decrease in cash and cash equivalents (28.8) (369.4)
Cash and cash equivalents at beginning of year 70.1 398.5
----------- -----------
Cash and cash equivalents at end of period $ 41.3 $ 29.1
=========== ===========
</TABLE>
<PAGE>
Page 6
<TABLE>
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
-----------------
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(Amounts in millions)
<CAPTION>
Nine months ended
September 30,
1998 1997
<S> <C> <C>
Balance at beginning of year $ 0 $ 117.7
Net income 97.3 377.2
Dividends (92.8) (494.9)
-------- --------
Balance at end of period $ 4.5 $ 0
======== ========
</TABLE>
Item 2. Management's Narrative Analysis of Results of Operations
<TABLE>
REVENUES AND INCOME BY LINE OF BUSINESS
(Amounts in millions)
<CAPTION>
Nine months ended September 30, Third Quarter
Revenues Income Income
1998 1997 1998 1997 1998 1997
<S> <C> <C> <C> <C> <C> <C>
Commercial lending $ 511.4 $ 361.4 $ 72.3 $ 63.1 $ 25.3 $ 21.2
Leasing 608.5 619.0 44.7 45.6 13.5 17.3
Other 14.1 12.0 (8.4) 2.0 (1.7) (0.4)
Amortization of goodwill (11.3) (9.6) (4.0) (3.2)
------- ------- ------- ------- -------
Total revenues and income
from continuing operations $ 1,134.0 $ 992.4 $ 97.3 $ 101.1 $ 33.1 $ 34.9
========= ======= ======= ======= ======= =======
</TABLE>
<PAGE>
Page 7
Commercial Lending
Commercial lending net income for the first nine months and third
quarter of 1998 was $62.6 million and $21.8 million compared to $55.1 million
and $18.5 million for the comparable periods of 1997. Commercial lending income,
before the amortization of goodwill, for the first nine months and third quarter
of 1998 increased $9.2 million (15%) and $4.1 million (19%) from 1997's first
nine months and third quarter. Higher margins due to higher average net
receivables outstanding contributed to increased profits and more than offset
increased operating expenses and provision for losses on receivables.
Revenues in the first nine months and third quarter of 1998 increased
$150 million (42%) and $48.5 million (40%) over the corresponding 1997 periods.
Revenues rose in the 1998 periods principally due to higher servicing and other
income on securitized receivables and higher average net receivables outstanding
attributable to growth.
Interest expense increased $18.7 million (15%) and $3.7 million (8%) in
the first nine months and third quarter of 1998 primarily due to higher average
debt levels needed to support receivables growth and higher average interest
rates during the first half of 1998. Operating expenses for the first nine
months and third quarter of 1998 increased $92.1 million (73%) and $29.9 million
(70%) primarily as a result of higher levels of business volume and outstanding
receivables and the integration of the Whirlpool Financial operations. The
provision for losses on receivables for the first nine months and third quarter
of 1998 increased $27.5 million (268%) and $10 million (369%) from the
corresponding 1997 periods principally as a result of higher credit losses in
the retail portfolio and additional provisions in the first and third quarters
of 1998 on the insurance premium finance 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 0.70% for the
first nine months and 0.73% for the third quarter of 1998 compared to 0.14% and
0.12% for the comparable periods of 1997.
Net commercial finance receivables outstanding increased $1.1 billion
(32%) from December 31,1997. The increase in receivables was largely the result
of continued growth in the business credit portfolio, the decision not to sell
the insurance premium finance operation and reclassification of those
receivables from assets held for sale to finance receivables, and the
acquisition during the first half of 1998 of the retail finance business and the
remaining international assets from Whirlpool Financial Corporation which
amounted to $387 million of net finance receivables. This completed the
acquisition of $1.1 billion in net receivables and other assets representing
substantially all of the inventory and retail finance business from Whirlpool
Financial Corporation. Management has established an allowance for losses equal
to 2.43% of net commercial finance receivables outstanding as of September 30,
1998 compared to 2.35% at December 31, 1997.
Delinquent receivables are defined as the instalment balance for
inventory finance and business credit asset based lending receivables more than
60 days past due and the receivable balance for all other receivables over 60
days past due. Delinquent receivables were $44.8 million (0.91% of receivables
outstanding) at September 30, 1998 compared to $18 million (0.48% of receivables
outstanding) at December 31, 1997. The increase in delinquent receivables at
September 30, 1998 was primarily due to the inclusion of the insurance premium
finance receivables which were reported as assets held for sale at December
31,1997, and the receivables of the new retail lending operation. Delinquent
insurance premium finance receivables at December 31,1997 were $14.2 million.
Nonearning receivables are defined as balances from borrowers that are
over 90 days delinquent for non credit card receivables or at such earlier time
as full collectibility becomes doubtful. Nonearning receivables on revolving
credit card accounts included in retail are defined as balances from borrowers
in bankruptcy and accounts for which full collectibility is doubtful. Accrual of
finance charges is suspended on nonearning receivables until such time as past
due accounts are collected. Nonearning receivables were $48.7 million (0.99% of
receivables outstanding) at September 30, 1998 compared to $26.4 million (0.71%
of receivables outstanding) at December 31, 1997. The increase in nonearning
receivables at September 30,1998 was primarily due to the inclusion of the
premium finance receivables which were reported as assets held for sale at
December 31,1997 and the receivables of the new retail lending operation.
Nonearning insurance premium finance receivables at December 31,1997 were $7.5
million.
<PAGE>
Page 8
Leasing
Leasing net income for the first nine months and third quarter of 1998
was $43.2 million and $13 million compared to $44 million and $16.7 million for
the first nine months and third quarter of 1997. Leasing income, before the
amortization of goodwill, was $44.7 million and $13.5 million in the first nine
months and third quarter of 1998 compared to $45.6 million and $17.3 million for
the corresponding periods of 1997.
Leasing income, before the amortization of goodwill, decreased $900,000
(2%) and $3.8 million (22%) for the first nine months and third quarter of 1998
compared to the corresponding periods of 1997. Lower earnings in the third
quarter of 1998 were primarily due to lower per diem rates and fewer on hire
standard and reefer containers due to continued weak demand for this equipment
type. European trailer results were also lower due to increased operating
expense from a larger rental fleet. Partially offsetting these decreases was an
increase in chassis performance associated with demand for chassis used for
domestic container transportation.
Revenue for the first nine months and third quarter of 1998 decreased
$10.5 million (2%) and $6 million (3%) compared to the corresponding periods of
1997. Revenue was lower for standard containers due to a smaller fleet
attributable to accelerated equipment disposition and from lower per diem rates.
Rail trailer revenues were lower due to fewer units on hire associated with the
continued decline in the demand for this equipment type and refrigerated
container revenue was lower due to lower utilization and per diem rates.
Partially offsetting these decreases were increased revenues due to more units
on hire attributable to larger fleets for tank containers, chassis, domestic
containers and European trailers.
Expenses for the first nine months and third quarter of 1998 decreased
$9.9 million (2%) and $300,000 (less than 1%) compared to the corresponding
periods for 1997. Decreases in ownership expenses for standard containers and
rail trailers attributable to smaller fleets were partially offset by increased
ownership expenses attributable to larger fleets of tank containers, chassis,
domestic containers and European trailers. Selling and administrative expenses
increased in the 1998 periods primarily from expansion of the European trailer
business and increased Year 2000 information technology expenditures.
The combined utilization of standard containers, refrigerated
containers, domestic containers, tank containers and chassis averaged 79% for
both the first nine months and third quarter of 1998 compared to 78% and 79% for
the first nine months and third quarter of 1997. Rail trailer utilization was
81% and 84% for the first nine months and third quarter of 1998 compared to 83%
and 84% for the first nine months and third quarter of 1997. European trailer
utilization was 89% and 86% for the first nine months and third quarter of 1998
compared to 91% and 90% for the first nine months and third quarter of 1997.
Other
Other operating results for nine months and third quarter of 1998
decreased $10.4 million and $1.3 million as compared to the same periods of
1997. These decreases primarily resulted from the Company's method of allocating
interest expense among its subsidiaries and itself.
Discontinued Operations
In the first nine months and third quarter of 1998, results from
discontinued operations were break even. In the first nine months and third
quarter of 1997, income from discontinued operations was $276.1 million, which
consisted principally of net gains from the sale of the branch based consumer
lending operations.
<PAGE>
Page 9
Comprehensive Income
In accordance with Financial Accounting Standard No. 130, Reporting
Comprehensive Income, comprehensive income for the nine months ended September
30, 1998 and 1997 comprised:
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net Income $ 97.3 $ 377.2 $ 33.1 $ 36.0
Other comprehensive income, net of tax:
Unrealized gains (losses) from investments
marked to fair value:
Unrealized holding gains (losses) on
fixed maturities arising during period -- --
Less: reclassification adjustment
for gains included in net income (2.7) --
Foreign currency translation adjustments 11.5 (4.8) 9.4 4.7
------- -------- ------- -------
Comprehensive income $ 108.8 $ 369.7 $ 42.5 $ 40.7
======= ======== ======= =======
</TABLE>
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
Derivative financial instruments with a notional amount of $1.4 billion
at September 30, 1998 and $1.3 billion at December 31, 1997 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, 1998, 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. The fair
value of the Company's liability hedges at September 30, 1998 and December 31,
1997 was a net benefit of $94 million and $39.7 million comprising agreements
with aggregate gross benefits of $97.3 million and $40.7 million and agreements
with aggregate gross obligations of $3.3 million and $1 million.
Year 2000 Issue
The Company has developed a plan to modify its information systems
technology to recognize the Year 2000. The Company's project to address the Year
2000 issue includes ensuring the readiness of its business applications,
operating systems and hardware on mainframes, personal computers and wide and
local area networks. The project also addresses issues related to
non-information technology embedded software and equipment, the readiness of key
business partners and updating business continuity plans.
External consultants with expertise in reviewing project management and
oversight activities for Year 2000 remediation plans were engaged to conduct a
review of the Company's Year 2000 readiness plans during the second quarter of
1998. The Company has also engaged experts to assist in developing work plans
and cost estimates and to complete remediation activities.
The project has four phases: (1) problem determination, (2) planning
and resource acquisition, (3) remediation and (4) testing and acceptance. During
phase one, the Company determined the size and scope of the problem and prepared
an inventory of the hardware, software, interfaces and other items that may be
affected. Software code was scanned. Third parties were contacted to determine
the status of their efforts. During phase two, the Company assessed the risks
and decided whether to fix, replace, discard, or test the items identified in
the inventory then, if necessary, prepared a project plan and allocated
appropriate resources. Phase three covers remediation where date occurrences in
internally maintained systems are analyzed and corrected. Software and hardware
are replaced where necessary. Operating systems that interface with outside
parties are examined in more detail and modified if required. Phase four
includes testing and acceptance of software, hardware, third party interfaces
and related items to ensure they will work in a number of different Year 2000
scenarios.
<PAGE>
Page 10
The most significant categories of outside parties to the Company are
financial institutions, software vendors, third party service providers and
utility providers (gas, electric and telecommunications). The Company's
assessment of its key business partners is in the preliminary stages. Surveys
have been mailed, follow up contacts are underway and strategies are being
developed to address issues as they are identified. This effort is expected to
continue well into 1999.
Following is the status of the Company's Year 2000 compliance efforts
for critical systems at each of its business segments.
The commercial lending operation had completed a significant portion of
the remediation phase as of September 30, 1998. It expects the remaining work to
be concluded by the end of 1998. As of September 30, 1998, testing had commenced
and is expected to be substantially finished by March 1999. The commercial
lending operations systems in Europe, which affects a small percentage of the
business, will be remediated and tested in 1999.
The leasing operation had significantly completed the remediation phase as
of September 30, 1998. Testing was well underway as of September 30, 1998, and
is expected to be substantially completed by the end of 1998. In addition to the
systems being remediated, the customer service, fleet management and equipment
repair and maintenance system is scheduled for replacement in 1999.
The projected total cost associated with required modifications to
become ready for the Year 2000 is between $7 million and $10 million, which is
being expensed as incurred. At this time there can be no assurance that these
estimates will not be exceeded. Actual results may differ significantly from
those projected. Some factors that may cause actual expenditures to differ
include the availability and cost of trained personnel and the ability to locate
and correct all relevant computer problems. This estimate includes internal
costs, but excludes the costs to upgrade and replace systems in the normal
course of business. The total amount expended on the project through September
30, 1998, was $4.6 million. The Company does not expect the project to have a
significant effect on its financial condition or results of operations.
The Company believes it will achieve Year 2000 readiness; however, the
size and complexity of its systems and the need for them to interface with other
systems internally and with those of its customers, vendors, partners, and other
outside parties, create the possibility that some of its systems may experience
Year 2000 problems. Specific factors that give rise to this concern include a
possible loss of qualified resources, failure to identify and remediate all
affected systems, noncompliance by third parties whose systems and operations
interface with the Company's systems and other similar uncertainties. The
Company is developing contingency plans to minimize any potential disruptions to
operations, especially from externally interfaced systems over which it has
limited or no control.
Euro Conversion
The Company conducts business in a number of the European countries
that are converting to a common currency, the "euro," as of January 1, 1999. The
Company has evaluated the potential impact of the Euro conversion on its
operations. Its evaluation considered competitive position, potential
information technology and currency risks, derivative and financial instrument
exposure, continuity of contracts and taxation. As a result of this evaluation,
the Company is in the process of upgrading those information systems necessary
to support transactions denominated in the euro. The Company derived revenues
from the group of eleven countries converting to the euro of $65.7 million and
$21.8 million for the nine and three month periods ended September 30, 1998 and
had total assets in these countries of $424.5 million at September 30, 1998. The
Company does not anticipate that the euro conversion will have a material impact
on its financial condition or results of operations.
<PAGE>
Page 11
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.
None.
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 13, 1998
EXHIBIT 12
<TABLE>
TRANSAMERICA FIANANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<CAPTION>
Nine months ended September 30,
1998 1997
(Dollar amounts in millions)
<S> <C> <C>
Fixed charges:
Interest and debt expense $ 279.9 $ 254.2
One-third of rental expense 18.9 18.3
---------- ----------
Total $ 298.8 $ 272.5
========== ==========
Earnings:
Income from continuing operations $ 97.3 $ 101.1
Provision for income taxes 59.8 62.9
Fixed charges 298.8 272.5
---------- ----------
Total $ 455.9 $ 436.5
========== ==========
Ratio of earnings to fixed charges 1.53 1.60
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 41
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,338
<DEPRECIATION> 1,269
<TOTAL-ASSETS> 9,396
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 15
<OTHER-SE> 1,382
<TOTAL-LIABILITY-AND-EQUITY> 9,396
<SALES> 0
<TOTAL-REVENUES> 1,134
<CGS> 0
<TOTAL-COSTS> 207
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 38
<INTEREST-EXPENSE> 280
<INCOME-PRETAX> 157
<INCOME-TAX> 60
<INCOME-CONTINUING> 97
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 97
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
