<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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 0-27212
ENDOCARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0618093
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
7 STUDEBAKER, IRVINE, CALIFORNIA 92618
(Address of principal executive office) (Zip Code)
(949) 595-4770
(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 [ ]
The number of shares of the Registrant's Common Stock, par value $.001 per
share, outstanding on May 12, 1998 was 10,427,833.
<PAGE> 2
ENDOCARE, INC.
FORM 10-Q, QUARTER ENDED March 31, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I. Financial Information
Item 1 Financial Statements (unaudited)
Condensed Statements of Operations for the
three months ended March 31, 1998 and 1997 3
Condensed Balance Sheets at March 31, 1998
and December 31, 1997 4
Condensed Statements of Cash Flows for the three months
ended March 31, 1998 and 1997 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3 Quantitative and Qualitative Disclosures About Market Risk None
Part II. Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signature Page 11
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
ENDOCARE, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenues:
Net product sales $ 390,069 $ 658,836
Revenue from collaborative agreements 20,832 20,832
----------- -----------
Total revenues 410,901 679,668
Costs and expenses:
Cost of product sales 280,543 429,912
Research and development 338,162 290,445
Selling, general and administrative 852,957 696,065
----------- -----------
Total costs and expenses 1,471,662 1,416,422
Loss before income taxes (1,060,761) (736,754)
Provision for income taxes 900 2,700
----------- -----------
Net loss $(1,061,661) $ (739,454)
=========== ===========
Net loss per share of common stock -
basic and diluted $ (.13) $ (.10)
=========== ===========
Weighted average shares of
common stock outstanding 8,381,000 7,439,048
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
ENDOCARE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, 1998
(UNAUDITED) DECEMBER 31, 1997
-------------- ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,943,176 $ 3,896,316
Accounts receivable, net 302,718 376,141
Inventories 916,415 925,592
Other current assets 119,907 64,237
----------- -----------
Total current assets 4,282,216 5,262,286
Property and equipment , net 215,855 238,192
Other assets 40,065 42,566
----------- -----------
Total assets $ 4,538,136 $ 5,543,044
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 760,157 $ 745,771
Accrued liabilities 738,806 697,674
Deferred revenues 83,333 83,333
----------- -----------
Total current liabilities 1,582,296 1,526,778
Deferred revenue 62,507 83,339
Shareholders' equity:
Common stock, $.001 par value 8,386 8,378
Additional paid-in capital 9,377,916 9,355,857
Accumulated deficit (6,492,969) (5,431,308)
----------- -----------
Total shareholders' equity 2,893,333 3,932,297
----------- -----------
Total liabilities and shareholders' equity $ 4,538,136 $ 5,543,044
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
ENDOCARE, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,061,661) $ (739,454)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 37,195 21,408
Amortization of warrant value 19,761 18,952
Offering Costs -- 62,869
Other -- 7,794
Changes in operating assets and liabilities:
Accounts receivable 73,423 (30,879)
Inventories 9,177 (43,123)
Accounts payable 14,386 (117,922)
Accrued liabilities 41,132 (8,222)
Other (75,601) (4,685)
----------- -----------
Net cash used in operating activities (942,188) (833,262)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (12,358) (128,305)
----------- -----------
Net cash used in investing activities (12,358) (128,305)
----------- -----------
Cash flows from financing activities:
Issuance of common stock 1,406 7,050,480
----------- -----------
Net cash provided by financing activities 1,406 7,050,480
----------- -----------
Net increase (decrease) in cash and cash equivalents (953,140) 6,088,913
Cash and cash equivalents, beginning of period 3,896,316 476,854
----------- -----------
Cash and cash equivalents, end of period $ 2,943,176 $ 6,565,767
=========== ===========
Non-Cash Transactions:
Conversion of note payable to common stock $ -- $ 850,250
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
ENDOCARE, INC.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Operations of the Company
Endocare, Inc. (the "Company" or "Endocare") designs, manufactures, and
markets an array of innovative, temperature-based surgical devices and
technologies primarily to treat prostate diseases, including prostate
cancer and prostate enlargement.
Since its formation in 1990, Endocare operated first as a research and
development department, then later as a division of Medstone
International, Inc. ("Medstone"). Effective January 1, 1996, Endocare
became a totally independent, publicly-owned corporation. At the
beginning of 1996, Endocare issued 5,616,528 shares of Endocare common
stock to Medstone in exchange for $500,000 cash and the accounts
receivable, inventory, and other net assets of the Endocare Division. On
February 6, 1996, Medstone distributed to existing Medstone shareholders
a stock dividend of one share of Endocare common stock for each share of
Medstone common stock outstanding on December 29, 1995.
2. Basis of Presentation
The accompanying unaudited financial statements have been prepared by
Endocare in accordance with Securities and Exchange Commission rules and
regulations. In the opinion of Company management, the unaudited
financial statements include all entries and adjustments necessary for a
fair presentation.
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
130), and intends to adopt Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131) in 1998. Both standards may require financial
statement disclosure, but will not have a material effect on the
Company's financial position or results of operations. SFAS 130
establishes standards for the reporting and display of comprehensive
income. No additional financial statement disclosure was required as a
result of implementing SFAS 130 in the Company's first quarter of 1998
interim financial statements. SFAS 131 changes the way companies report
segment information and requires segments to be determined and reported
based on how management measures performance and makes decisions about
allocating resources. SFAS 131 will first be reflected in the Company's
1998 Annual Report.
These financial statements should be read in conjunction with the
audited financial statements and other information included in the
Company's Form 10-K for the year ended December 31, 1997. Financial
results for this interim period are not necessarily indicative of
results to be expected for the full year 1998.
3. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ from those estimates.
4. Supplemental Financial Statement Data
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
Inventories:
Raw materials $ 572,248 $ 628,466
Work in process 115,769 56,306
Finished goods 228,398 240,820
------------ ------------
Total inventories $ 916,415 $ 925,592
============ ============
</TABLE>
6
<PAGE> 7
5. Net Loss Per Share
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128) in the fourth quarter of 1997. SFAS 128
simplifies the computation of earnings per share ("EPS") previously
required in Accounting Principles Board (APB) Opinion No. 15, "Earnings
Per Share," by replacing primary and fully diluted EPS with basic and
diluted EPS. Under SFAS 128, basic EPS is calculated by dividing net
earnings (loss) by the weighted-average common shares outstanding during
the period. Diluted EPS reflects the potential dilution to basic EPS
that could occur upon conversion or exercise of securities, options, or
other such items, to common shares using the treasury stock method based
upon the weighted-average fair value of the Company's common shares
during the period. SFAS 128 was required to be adopted by the Company in
its year-end 1997 Annual Report, and the adoption of SFAS 128 did not
result in a restatement of the Company's loss per share as previously
reported for fiscal 1997 or 1996. In accordance with SFAS 128, the
income (numerator), shares (denominator) and per share amount for the
three months ended March 31, 1998 are $(1,061,661), 8,381,000 and
$(0.13), respectively. The income (numerator), shares (denominator) and
per share amount for the three months ended March 31, 1997 are
$(739,454), 7,439,048 and $(0.10), respectively. As the Company has been
in a net loss position for the periods presented, common share
equivalents of 847,000 and 830,000 for the three months ended March 31,
1998 and 1997, respectively, were not used to compute diluted loss per
share as the effect was antidilutive. Consequently, diluted EPS are not
presented as they equal basic EPS.
6. Bank Line of Credit
On March 24, 1998, Endocare entered into a one-year $1,000,000 line of
credit with a bank which bears interest at prime plus 1%. The line of
credit is secured by the Company's assets, excluding intellectual
property, and is subject to certain financial and other covenants.
7. Convertible Loan Payable
On August 26, 1996, Endocare obtained a two-year $1,500,000 borrowing
facility from four partnerships (the "Partnerships") managed by
Technology Funding Inc., a venture capital firm. In connection with
entering into this loan, Endocare issued to the four Partnerships 10,000
shares of common stock as an origination fee and warrants to purchase an
aggregate of up to 150,000 shares of Endocare common stock. The warrants
are exercisable at any time between August 26, 1996 and August 26, 2001,
at an exercise price of $3.00 per share, subject to adjustment.
At December 31, 1996, $750,000 was outstanding under this loan, accruing
interest at a rate of 16% per year.
On January 27, 1997, the Partnerships converted their $750,000 principal
amount and accrued interest into 320,000 shares of Endocare common stock
at the conversion rate of $2.50 per share. Also, 12,000 additional
shares of common stock were issued to the Partnerships as an inducement
to convert at that time. At Endocare's election, the remaining $750,000
borrowing facility was cancelled on that same date.
8. Private Placement of Common Stock
On January 27, 1997, Endocare sold 2,218,714 shares of common stock at a
price of $3.50 per share in a private placement, with Oppenheimer & Co.,
Inc. ("Oppenheimer") acting as placement agent. After expenses, the net
contribution to the Company's capital was approximately $7,050,000.
Expenses deducted from the proceeds include a commission to Oppenheimer
of approximately $540,000 and legal, accounting, and other professional
expenses of approximately $172,000. In addition, Oppenheimer received a
warrant to purchase 177,497 shares of Endocare common stock for a period
of five years at a price of $4.20 per share. The warrants are
exercisable at any time between January 27, 1998 and January 27, 2002.
9. Subsequent Event
In April 1998, Endocare sold 2,000,000 shares of common stock at a price
of $3.50 per share in a direct private placement. After estimated legal,
accounting and professional fees of approximately $150,000, the net
contribution to the Company's capital was approximately $6,850,000.
7
<PAGE> 8
ITEM 2.
ENDOCARE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following should be read in conjunction with the unaudited financial
statements and notes thereto included in Part I--Item 1, the audited financial
statements, and notes thereto, and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
General
Endocare designs, manufactures, and markets an array of innovative,
temperature-based surgical devices and technologies to treat prostate diseases,
including prostate cancer and prostate enlargement. Endocare began marketing
disposable surgical devices in 1993 with the introduction of the Prolase laser
catheter. In late 1995, Endocare began marketing two new disposable product
families, the Uroloop and Vaporbar electrosurgical cutting elements. In May
1996, the Company introduced its new CRYOcare cryosurgical system for the
treatment of prostate cancer. In November 1996, Endocare signed a distribution
agreement with Boston Scientific Corporation granting that company exclusive
world-wide marketing rights for CRYOcare systems for urological applications.
Endocare currently is developing additional, innovative therapies for prostate
enlargement. The Company does not expect to be profitable in the near future
because of increased operating expenses from expanded research and development
efforts and support of clinical trials for products currently under development.
Since its formation in 1990, Endocare operated first as a research and
development department, then later as a division of Medstone International, Inc.
Effective January 1, 1996, Endocare was spun out and began operating as an
independent corporation.
Results of Operations
Product Revenue for the three months ended March 31, 1998 decreased 41% to
$390,000 compared to $659,000 in 1997. This decrease was attributed primarily to
a large initial purchase by Boston Scientific Corporation of CRYOcare systems in
the first quarter of 1997. Such systems were used by Boston Scientific
Corporation to launch its market development efforts for CRYOcare systems for
urological applications.
Revenue from collaborative agreements remained consistent between comparative
quarters. The amounts represented the respective quarters' amortization of a
lump-sum payment from Boston Scientific Corporation based upon the distribution
agreement entered into in November 1996.
Gross margins on product sales were 28% for the three months ended March 31,
1998, compared to 35% in 1997. The decline in gross margins resulted primarily
from the additional infrastructure and personnel costs associated with the
company's new manufacturing facility in Irvine, California.
Endocare currently manufactures all of its products at its new facility.
Research and development expense increased 16% to $338,000 for the three months
ended March 31, 1998, compared to $290,000 for the corresponding period in 1997.
The increase reflects the investment the Company has made in the form of
additional personnel and related infrastructure to support general product
improvement and new product development efforts.
Selling, general and administrative expense increased 23% to $853,000 for the
three months ended March 31, 1998, compared to $696,000 for the same period in
1997. The 1998 amount included costs for additional sales, marketing and
administrative personnel and increased costs associated with Endocare's larger
corporate facility.
Endocare's net loss for three months ended March 31, 1998 was $1,062,000, or 13
cents per share on 8,381,000 weighted average shares outstanding, compared to a
net loss of $739,000 or 10 cents per share on 7,439,048 weighted average shares
outstanding for the same period in 1997. The increase in net loss resulted from
lower product gross margins, higher research and development costs, and higher
selling, general and administrative expenses.
8
<PAGE> 9
Liquidity and Capital Resources
At March 31, 1998, Endocare's cash and cash equivalent balance was $2,943,000,
compared to $3,896,000 at December 31, 1997. The cash decrease resulted from
cash used in operating activities.
Working capital has been used as Endocare's operations have increased in 1998.
Net accounts receivable decreased to $303,000 at March 31, 1998, compared to
$376,000 at December 31, 1997. Inventory decreased to $916,000 at March 31,
1998, compared to $926,000 at the beginning of the year. Additions to property
and equipment during the first three months of 1998 were approximately $12,000.
Working capital was provided as accounts payable and other current liabilities
increased to $1,582,000 from $1,527,000 at December 31, 1997.
At March 31, 1998, Endocare's net working capital was $2,700,000 and the ratio
of current assets to current liabilities was 2.7 to 1.
In January 1997, Endocare sold 2,218,714 shares of common stock at a price of
$3.50 per share in a private placement, with Oppenheimer & Co., Inc. acting as
placement agent. After deducting commissions and other expenses of the sale,
this offering added approximately $7,050,000 to Endocare's capital base.
Also in January 1997, the four partnerships managed by Technology Funding Inc.
converted the outstanding principal amount of their $750,000 promissory notes
and $50,000 of accrued interest into common stock at the conversion rate of
$2.50 per share. To induce conversion at that time, Endocare issued to the
partnerships an additional 12,000 shares of stock, with a fair market value on
that date of approximately $50,000.
On March 24, 1998, Endocare entered into a one-year $1,000,000 line of credit
with a bank which bears interest at prime plus 1%. The line of credit is secured
by the Company's assets, excluding intellectual property, and is subject to
certain financial and other covenants.
In April 1998, Endocare sold 2,000,000 shares of common stock at a price of
$3.50 per share in a direct private placement. After estimated legal,
accounting and professional fees of approximately $150,000, the net
contribution to the Company's capital was approximately $6,850,000.
With the April 1998 cash infusion of approximately $7,000,000 from the sale of
its common stock, the Company believes that its existing cash resources,
anticipated cash flow from future operations, and its $1,000,000 bank line of
credit, will provide sufficient resources to meet present and reasonably
foreseeable working capital requirements and other cash needs through the end of
1998. Insofar as the Company elects to undertake or accelerate significant
research and development projects for new products or pursue corporate
acquisitions, it may require additional outside financing prior to such time.
Other Matters
Many existing software programs use only two digits to identify the year in the
date field. If such programs are not corrected, date data concerning the Year
2000 could cause many computer applications to fail, lock-up or generate
erroneous results. The Company is currently assessing the cost to remediate its
Year 2000 issues. Although the actual cost to remediate its Year 2000 issues is
not yet fully known, based upon information to date, it is not expected that
the remediation will have a material impact on the Company's financial
condition or operating results.
This Form 10Q contains forward looking statements. The Company's business and
results of operations are subject to risk and uncertainties including, but not
limited to, those discussed in the Company's Annual Report on Form 10-K and Form
S-3, filed with the Securities and Exchange Commission. Such risk factors
include, but are not limited to, limited operating history of the Company with a
history of losses; fluctuations in the Company's order levels; uncertainty
regarding market acceptance of the Company's new products; uncertainty of
product development and the associated risks related to clinical trials; the
Company's dependence on Boston Scientific Corporation as a distribution partner;
the rapid pace of technological change in the Company's industry; the Company's
limited sales, marketing and manufacturing experience; and, uncertainty relating
to third party reimbursement. The actual results that the Company achieves may
differ materially from any forward looking statements due to such risks and
uncertainties.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On November 27, 1996, Cryomedical Sciences, Inc. ("CMS") filed a
complaint in the Circuit Court for Montgomery County, Maryland against
the Company and Dr. Chang, the Company's then Vice President of Research
and Development and former employee of CMS. The suit alleges that Dr.
Chang breached his employment contract with CMS, that the Company
tortiously interfered with the employment contract and the prospective
business relations of CMS, misappropriated trade secrets and
confidential information, and competed unfairly with and conspired
against CMS. CMS is seeking injunctive relief and damages of at least
$10,000,000 and punitive damages of $20,000,000. On September 23, 1997,
the court granted Dr. Chang's motion (which the Company joined) to
modify an earlier injunction prohibiting Dr Chang from performing
services for the Company, based on the language contained in an
employment agreement between Dr. Chang and CMS that ostensibly prohibits
Dr. Chang from working for a CMS competitor. Under the modification
obtained by Dr. Chang and the Company, Dr. Chang is entitled to provide
consulting services to the Company in the area of stent technology,
subject to certain restrictions and to periodic review of Dr. Chang's
activities by a neutral third party. The Company is subject to the terms
of this modified injunction, insofar as necessary to enforce the
restrictions on Dr. Chang's activities. No other injunctive or other
relief has been granted to CMS. On October 17, 1997, the Company filed a
comprehensive motion for summary judgment seeking dismissal of all
claims against it brought by CMS, on a variety of legal and undisputed
factual grounds. Shortly thereafter, on November 4, 1997, the parties
filed a request that the court stay all proceedings pending efforts to
resolve the case through mediation. The parties are currently
negotiating the terms of a settlement of the litigation. The Company
continues to deny all allegations of wrongdoing in the complaint and
intends to defend the litigation vigorously in the event that the
settlement negotiations do not result in a negotiated solution of the
case. However, the costs of defending the lawsuit could be material, and
there can be no assurance that damages, which could have a material
adverse effect on the Company, will not be assessed. The Company is not
a party to any other legal proceedings.
9
<PAGE> 10
Item 2. Changes in Securities
Stock Options
During the period from January 1, 1998 through March 31, 1998, the
Company granted stock options to 6 individuals covering an aggregate of
150,000 shares of its common stock. All such options were granted at
exercise prices equaling fair market value on the date of grant, vest
over a four year period, and are exercisable over a ten year period. In
addition, pursuant to the Company's 1995 Directors' Option Plan (a
formula plan), an option covering an aggregate of 5,000 shares of common
stock was granted to one non-employee director. This director option was
granted at fair market value, vests over a one year period, and is
exercisable over a ten year period. No consideration was paid for any of
such options. Such grants were exempt from the registration requirement
of the Securities Act as not involving the sale of a security.
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) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K -- None
10
<PAGE> 11
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.
ENDOCARE, INC.
Date: May 12, 1998 By: /s/ Paul W. Mikus
Paul W. Mikus
Chief Executive Officer and President
(Duly Authorized Officer )
By: /s/ William R. Hughes
William R. Hughes
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
11
<PAGE> 12
EXHIBIT INDEX
Exhibit Description
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,943,176
<SECURITIES> 0
<RECEIVABLES> 508,674
<ALLOWANCES> 205,956
<INVENTORY> 916,415
<CURRENT-ASSETS> 4,282,216
<PP&E> 628,039
<DEPRECIATION> 412,184
<TOTAL-ASSETS> 4,538,136
<CURRENT-LIABILITIES> 1,582,296
<BONDS> 0
0
0
<COMMON> 8,386
<OTHER-SE> 9,377,916
<TOTAL-LIABILITY-AND-EQUITY> 4,538,136
<SALES> 390,069
<TOTAL-REVENUES> 410,901
<CGS> 280,543
<TOTAL-COSTS> 280,543
<OTHER-EXPENSES> 1,191,119
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,060,761)
<INCOME-TAX> 900
<INCOME-CONTINUING> (1,061,661)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,061,661)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
