<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 the quarterly period ended June 30, 1997
----------------
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 0-20619
Matria Healthcare, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-2205984
- -------------------------------------------------------------------------------
(State or other jursdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, 12th Floor, Marietta, Georgia 30067
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(770) 423-4500
- -------------------------------------------------------------------------------
(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 outstanding of the issuer's only class of Common
Stock, $ .01 par value, as of August 1, 1997 was 36,520,782.
1
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PART I - FINANCIAL INFORMATION
MATRIA HEALTHCARE, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1997 1996
- ------ -------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,534 6,930
Short-term investments 13,476 17,710
Trade accounts receivable, less allowances of $30,251
and $26,198 at June 30, 1997 and December 31, 1996 respectively 33,826 29,456
Inventories 1,005 867
Prepaid expenses and other current assets 3,621 1,628
-------- --------
Total current assets 55,462 56,591
Property and equipment, less accumulated depreciation of
$20,760 and $17,993 at June 30, 1997 and
December 31, 1996, respectively 13,374 15,220
Excess of cost over net assets of businesses acquired, less
accumulated amortization of $46,780 and $29,804 at
June 30, 1997 and December 31, 1996, respectively 125,459 142,126
Intangible assets, less accumulated amortization of $3,556
and $2,222 at June 30, 1997 and December 31,
1996, respectively 4,957 5,973
Other assets 3,148 3,278
-------- --------
$202,400 223,188
======== ========
</TABLE>
2
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MATRIA HEALTHCARE, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
- ------------------------------------ -------- ------------
<S> <C> <C>
Current Liabilities:
Current installments of long-term debt
and obligations under capital leases $ 2,577 2,521
Accounts payable, principally trade 5,205 6,486
Accrued liabilities 19,510 25,559
--------- ---------
Total current liabilities 27,292 34,566
Long-term debt and obligations under capital leases, excluding
current installments 2,011 2,499
Accrued pension cost 4,306 4,096
Other long-term liabilities 7,336 8,849
--------- ---------
Total liabilities 40,945 50,010
Shareholders' equity:
Preferred stock, $.01 par value, 50,000 shares
authorized; none issued -- --
Common stock, $.01 par value, 100,000 shares
authorized; 36,520 and 36,318 shares issued at
June 30, 1997 and December 31, 1996, respectively 365 363
Additional paid-in capital 281,538 281,318
Accumulated deficit (116,953) (105,089)
Notes receivable and accrued interest from officers (3,495) (3,414)
--------- ---------
Total shareholders' equity 161,455 173,178
--------- ---------
$ 202,400 223,188
========= =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
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MATRIA HEALTHCARE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF LOSS
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 36,362 34,716 70,892 58,802
Cost of revenues 14,649 15,279 29,126 25,575
Selling and administrative expenses 16,520 17,706 32,200 33,154
Provision for doubtful accounts 1,667 2,086 3,167 3,553
Amortization of goodwill and other
intangibles 9,145 8,687 18,309 11,698
Restructuring expenses -- -- -- 15,025
-------- -------- -------- --------
41,981 43,758 82,802 89,005
-------- -------- -------- --------
Operating loss (5,619) (9,042) (11,910) (30,203)
Interest income, net 144 336 258 395
Other income (expense), net (41) 139 (212) 151
-------- -------- -------- --------
Net loss $ (5,516) (8,567) (11,864) (29,657)
======== ======== ======== ========
Net loss per common share $ (0.15) (0.25) (0.33) (1.04)
======== ======== ======== ========
Weighted average number of common shares 36,500 34,960 36,436 28,505
======== ======== ======== ========
</TABLE>
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MATRIA HEALTHCARE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(11,864) (29,657)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Restructuring expenses -- 15,025
Depreciation and amortization 21,077 13,986
Provision for doubtful accounts 3,167 3,553
Unrealized losses (gain) on short-term investments (18) 108
Sales of short-term investments 5,257 12,739
Purchase of short-term investments (1,005) (8,381)
Other -- 186
Changes in operating assets and liabilities, net of effect of acquisitions:
Decrease (increase) in accounts receivable (7,537) 827
Decrease (increase) in prepaids and other current assets (2,131) 1,342
Decrease (increase) in other assets (497) 190
Increase (decrease) in accounts payable (1,281) 2,528
Decrease in other liabilities (7,426) (8,476)
-------- --------
Net cash provided by (used in) operating activities (2,258) 3,970
-------- --------
Cash Flows from Investing Activities:
Purchases of property and equipment (921) (2,144)
Disposition of property and equipment -- 621
Acquisition of businesses, net of cash acquired -- 2,378
-------- --------
Net cash provided by (used in) investing activities (921) 855
-------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of debt 1,067 1,530
Principal repayments of debt and capital lease obligations (1,436) (2,619)
Proceeds from issuance of common stock 1,032 3,233
Purchase of treasury stock (880) --
-------- --------
Net cash provided by (used in) financing activities (217) 2,144
-------- --------
Increase (decrease) in cash and cash equivalents (3,396) 6,969
Cash and cash equivalents at beginning of period 6,930 4,422
-------- --------
Cash and cash equivalents at end of period $ 3,534 11,391
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
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MATRIA HEALTHCARE, INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Unaudited)
1. General
The consolidated condensed financial statements as of June 30, 1997 and
for the six months ended June 30, 1997 and 1996 are unaudited. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for fair presentation of the consolidated financial
position and results of operations for periods presented have been
included. Certain reclassifications of prior period information have
been made to conform to current year presentation. On March 8, 1996
Tokos Medical Corporation (Delaware)("Tokos") and Healthdyne, Inc.
("Healthdyne") merged with and into Matria Healthcare, Inc.("Matria" or
the "Company") (see Note 3 - Acquisitions). The merger was accounted
for using the purchase method of accounting with Tokos deemed to be the
acquirer, and accordingly, the financial statements include the results
of operations for Tokos only for the first two months of 1996 and for
Tokos and Healthdyne combined since such date. Effective June 1, 1996
the Company also acquired National Reproductive Medical Centers, Inc.
("NRMC") (see Note 3). The NRMC acquisition was accounted for using the
purchase method of accounting, and the results of operations of NRMC
since June 1, 1996 are included in the consolidated operations of the
Company. The results for the three and six month periods ended June 30,
1997 are not necessarily indicative of the results for the full year
ending December 31, 1997.
The consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and related
notes of the Company included in the Company's Form 10-K for the year
ended December 31, 1996.
2. Loss Per Share of Common Stock
The loss per common share was based on the weighted average number of
common shares outstanding. The inclusion of additional shares assuming
the exercise of stock options would have been antidilutive. The
computation of fully diluted net loss per share was antidilutive in
each of the periods presented; therefore, the amounts reported for
primary and fully diluted loss per share are the same.
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3. Acquisitions
On March 8, 1996, the Company completed a merger (the "Merger") with
Tokos and Healthdyne, national providers of specialized obstetrical
home healthcare and risk assessment services, following the approval
of the respective shareholders of each company. The Merger was
accounted for using the purchase method and Tokos has been deemed the
acquirer since Tokos shareholders received approximately 51% of the
newly issued shares. The purchase price of Healthdyne was $186.697
million, of which $156.922 million was allocated to goodwill and other
intangibles and is being amortized on a straight-line basis over 5
years. The financial position and results of operations of Tokos and
Healthdyne were consolidated effective March 1, 1996.
In March 1995 Healthdyne acquired a 15% ownership interest in NRMC, a
multi-site provider of infertility treatment services. Effective June
1, 1996 the Company purchased the remaining 85% ownership interest in
NRMC for $5.697 million in cash and 899,000 shares of Matria Common
Stock. The NRMC acquisition has been accounted for using the purchase
method of accounting. The purchase price was allocated based on
estimated fair values at the date of acquisition. The excess of
purchase price over the fair values of the net assets acquired was
$15.053 million and is being amortized on a straight-line basis over 5
years. Results of operations of NRMC have been included in the
consolidated results of operations of the Company since June 1, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL.
On March 8, 1996, Tokos and Healthdyne merged with and into the
Company, which had been created solely for the purpose of the Merger. The Merger
was accounted for using the purchase method of accounting, and Tokos was deemed
to be the acquirer since its shareholders received approximately 51% of the
newly issued shares of Matria's Common Stock.
In March 1995, Healthdyne acquired a 15% ownership interest in NRMC for
$1.250 million cash, and effective June 1, 1996 the Company acquired the
remaining 85%. The acquisition was accounted for using the purchase method of
accounting.
The Company's present operations and future prospects may be influenced
by several factors, including developments in the healthcare industry,
third-party reimbursement policies and practices, and changes in regulatory
requirements or the manner in which such requirements are enforced. As a result
of the increasing cost of healthcare in the United States and overall efforts to
reduce or control government and corporate spending, government and third-party
payors are becoming increasingly focused on promoting cost-effective healthcare
services, and payors, in particular, have
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<PAGE> 8
become more involved in decisions regarding diagnosis and treatment to ensure
that care is delivered in a cost-effective manner.
A substantial portion of the Company's current revenues are derived
directly from third-party payors for services rendered to patients by the
Company. The financial performance of all healthcare companies, including the
Company, could be adversely affected by the financial condition of certain
governmental and private payors and by their continuing efforts to reduce
healthcare costs by lowering reimbursement rates, increasing medical reviews of
invoices for services and negotiating for reduced contract rates. The Company
and its predecessor companies responded to these developments by attempting to
emphasize cost-effective therapies and procedures, pre-qualifying insurance
coverage prior to the delivery of services and educating third-party payors on
the benefits of the Company's home therapies. Although reduction in the
reimbursement rates that the Company receives for services rendered could have
an adverse impact on operations, the Company is hopeful that the overall
cost-effective nature of treatment in the home (as compared to hospitalization),
coupled with the potential benefits to be derived from prenatal care, will be
recognized and encouraged by any new healthcare initiatives.
The trend within the healthcare industry to deliver quality healthcare
services in a more cost-effective manner had an impact on the Company's
predecessors and is expected to continue to have an impact on the Company.
Driven by employers and third-party payors, as well as by legislation and
regulation, prices for services provided to patients, in general, are being
reduced, cost-effective preventative health care is being stressed and
vertically integrated networks of care providers (some of whom are accepting the
insurance risk of providing care through capitation contracts with third-party
payors) are being established. Matria anticipates that this trend will continue
and is attempting to focus its efforts on services, some of which are offered in
conjunction with third-party payors, which it believes can benefit from this new
environment. There can be no assurance, however, that either additional changes
or presently unforeseen consequences from this trend may not develop.
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the consolidated
financial statements and related notes of the Company's Annual Report on Form
10-K for the year ended December 31, 1996 as filed with the Securities and
Exchange Commission. The results of Matria for the three and six month periods
ended June 30, 1996 include the results of Healthdyne only since March 1, 1996
and also include certain costs and expenses associated with the Merger. The
historical results of operations are not necessarily indicative of the results
that will be achieved by the Company during future periods.
RESULTS OF OPERATIONS.
Revenues increased $1.646 million or 4.7% and $12.090 million or 20.6%
in the three and six month periods ended June 30, 1997, respectively, as
compared to the same periods in 1996. The decline in revenues experienced by
Tokos throughout 1995, which was primarily a result of decreases in preterm
labor management patient service days,
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<PAGE> 9
continued into 1996; however, it was offset by the additional Healthdyne
revenues included in the Company's revenues from March 1, 1996 and by the
additional NRMC revenues included in the Company's revenues from June 1, 1996.
Additional revenues were also realized in 1997 from the marketing of
the fetal fibronectin immunoassay, a new in vitro diagnostic test ("fFN
test")used as an aid in assessing the risk of preterm delivery in women. Through
a marketing agreement entered into by Tokos in 1991, the Company was granted
exclusive rights to market the fFN test in the United States, Canada and Puerto
Rico (See Item 3 - "Legal Proceedings" herein). The FDA approved this product in
September 1995 and the Company began marketing the fFN test in May 1996 as a
means of predicting whether preterm delivery was likely in women with symptoms
associated with preterm labor. In January 1997 the FDA expanded the marketing
approval of the fFN test to also include asymptomatic patients - women who do
not have symptoms of preterms labor.
Cost of revenues as a percent of revenues for the three month period
ended June 30, 1997 declined to 40.3% from 44.0% in the same period in 1996 and
declined to 41.1% from 43.5% for the six month period. The reductions of cost of
revenues as a percentage of revenues of the preterm labor management business
from 42.2% in the second quarter of 1996 to 35.7% in the second quarter of 1997
and from 40.3% in the first six months of 1996 to 36.6% in 1997 were primarily
achieved through consolidation of service sites and operating efficiencies
arising from the Merger. This reduction was partially offset by the inclusion of
the results of operations of NRMC in 1997, whose costs of revenues as a
percentage of revenues in the second quarter and six months of 1997 were 65.6%
and 67.0%, respectively.
Selling and administrative expenses decreased $1.186 million to $16.520
million (45.4% of revenue) for the three month period ended June 30, 1997
compared with $17.706 million (51.0% of revenues) for the same period in 1996.
These costs decreased $454,000 to $32.200 million (45.4% of revenue in the six
months ended June 30, 1997) from $33.154 million (56.4% of revenues) in the same
period in 1996. The decreases are primarily due to synergies achieved as a
result of the Merger.
Excluding the amortization of the additional goodwill and other
intangibles associated with the Merger ($32.613 million per year for the first
three years and $29.946 million per year for two additional years thereafter),
the Company achieved annualized cost savings on a quarterly run rate basis
compared to the historical combined costs of Tokos and Healthdyne of
approximately $28.000 million by the end of 1996, primarily as a result of
reductions of patient services center expenses in overlapping geographic
locations, elimination of duplicate facilities including corporate headquarters,
and synergies in staff and functional areas. Additional annualized cost savings
in excess of $7.000 million were achieved in the first six months of 1997.
As a result of the Merger and the acquisition of NRMC, a large
percentage of the assets reflected on the Company's balance sheet are intangible
assets or goodwill (as opposed to tangible assets such as cash, accounts
receivable, inventory and equipment). At June 30, 1997, the Company's total
assets were $202.400 million, of which $130.416
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<PAGE> 10
million, or 64.4% of total assets, were goodwill and intangibles. The
amortization or any future write-down of such goodwill and intangibles by the
Company could have a material adverse effect on the results of operations of the
Company.
The Company provides for estimated uncollectible accounts as revenues
are recognized. The provision for doubtful accounts as a percentage of revenues
was approximately 5% for the three and six month period ended June 30, 1997 and
6% for the same period during 1996. The provision is adjusted periodically based
upon the Company's quarterly evaluation of historical collection experience,
recoveries of amounts previously provided, industry reimbursement trends and
other relevant factors. Therefore, the provision rate could vary on a quarterly
basis. NRMC collects substantially all charges for patient services at the time
services are provided. Therefore, the provision for doubtful accounts for NRMC
is not significant.
In connection with the Merger, the Company incurred approximately
$15.025 million of restructuring costs which were charged to operations in the
six month period ended June 30, 1996. Of these costs, approximately $4.100
million related to involuntary severance of employees, $2.500 million related to
the consolidation of facilities, $5.400 million related to the write-down of
software and equipment that became obsolete as a result of the adoption of new
systems, and $3.025 million related to other miscellaneous Merger related costs.
The Company did not record any federal or state income tax benefits in
1997 or 1996. The net tax operating loss carryforward of approximately $85.000
million will be available to offset future taxable income, if any.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30,1997 the Company had cash and short-term investments of
$17.010 million.
Net cash used by operating activities was $2.258 million for the six
month period ended June 30,1997, compared with $3.970 million provided by
operating activities for the same period in 1996. For the six month period ended
June 30, 1997, cash flow from operating activities was reduced by payments of
approximately $7.000 million for Merger related costs. As of June 30, 1997, the
Company's accounts receivable days sales outstanding increased to 84 days from
73 days as of December 31, 1996, primarily due to the consolidation of the
accounts receivable/collection process from two locations to one location and
the conversion to a new computerized billing system. The days sales outstanding
are expected to return to the 70 to 75 day range by the end of 1997. During
1995, Tokos purchased certain physician-owned companies for which it originally
provided services and during 1995 and the first quarter of 1996, Healthdyne
purchased the minority interest of certain affiliated partnerships. Notes issued
in connection with these acquisitions have a balance outstanding of $1.278
million at June 30, 1997. The remaining balances are to be paid at various times
over the next four years.
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The Company incurred substantial costs in connection with the Merger.
These costs include: (i) restructuring costs incurred by Tokos of approximately
$15.025 million, consisting of $4.100 million relating to severance costs of
terminated employees, $2.500 million of lease termination costs for duplicate
facilities, $5.400 million for the write-off of computer equipment and $3.025
million for other Merger-related expenses; (ii) additional liabilities incurred
by Healthdyne as a result of the Merger of approximately $9.350 million,
consisting of $9.200 million relating to severance costs of terminated employees
and $150,000 for patient service centers specifically identified to be closed;
and (iii) transaction costs of approximately $3.700 million, consisting of
$2.275 million for investment banking fees, $1.000 million for legal and
accounting fees and $425,000 for other costs such as document printing and
mailing and filing fees. As of June 30, 1997 the remaining liability for these
estimated costs was approximately $7.000 million.
Additionally, the Company may be required to make additional severance
payments of approximately $2.235 million in accordance with employment
agreements with certain officers of Tokos and Healthdyne, and may be required to
place in trust approximately $3.200 million under a retirement benefit awards
program for such officers.
The Company believes that its current cash balances, and expected cash
flows from operations and investing activities, will be sufficient to finance
its current operations and fund any expansion of NRMC's business for the
foreseeable future. In addition, the Company has received a lending commitment
from a leading national banking organization and is in the process of completing
the documentation necessary to establish a $25.000 million secured line of
credit that will be available for general corporate purposes.
This Management's Discussion and Analysis contains forward-looking
statements including statements concerning possible changes in the healthcare
industry, expected synergies arising from the Merger, the effect of goodwill on
the Company's results of operations, capital expenditures to be made in the
future and the adequacy of the Company's sources of cash to finance its current
and future operations. These forward-looking statements involve a number of
risks and uncertainties. In addition to the factors discussed above, among other
factors that could cause actual results to differ materially are the following:
business conditions and growth in the home healthcare industry and the general
economy; competitive factors, such as the possible entry of large diversified
healthcare companies into the obstetrical home healthcare business; new
technologies and pricing pressures; changes in third-party reimbursement
policies and practices and regulatory requirements applicable to the Company's
business; the continued availability for sale of existing products and services;
management decisions to pursue new product lines or lines of business which
involve additional costs, risks or capital expenditures; and the risk factors
listed from time to time in the Company's SEC reports, including but not limited
to, its Annual Report on Form 10-K for the year ended December 31, 1996.
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PART II - OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
As previously reported by the Company, Adeza Biomedical Corporation
("Adeza") filed a complaint in the Superior Court of Santa Clara
County, California, alleging that Matria breached an Exclusive
Marketing Agreement, dated December 31, 1991, as amended (the
"Agreement"), between Adeza and Tokos, in an attempt by Adeza to market
the product on its own behalf and eliminate the exclusivity within the
United States, Canada and Puerto Rico of the Company's marketing rights
to the fFN test, which is utilized to predict the likelihood of the
onset of preterm labor. The Company (i) filed an answer to the
complaint, denying that it breached the Agreement and contending that
the termination thereof was inappropriate, and (ii) filed for a
preliminary injunction to preclude Adeza from marketing the fFN test
pending resolution of the matter. In a Notice of Ruling, filed on July
25, 1997, the Court denied the Company's request for a preliminary
injunction. The Company is presently examining its legal alternatives,
but expects to defend its position vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(27) Financial Data Schedule (for SEC use only)
(b) The Company has not filed any Reports on Form 8-K during the quarter
ended June 30, 1997.
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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.
Matria Healthcare, Inc.
August 12, 1997 By: /s/ Donald R. Millard
-------------------------------------
Donald R. Millard
Senior Vice President-Finance,
Chief Financial Officer and Treasurer
(duly authorized and principal
financial officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MATRIA HEALTHCARE FOR THE SIX MONTHS ENDED
JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 3,534
<SECURITIES> 13,476
<RECEIVABLES> 64,077
<ALLOWANCES> (30,251)
<INVENTORY> 1,005
<CURRENT-ASSETS> 55,462
<PP&E> 34,134
<DEPRECIATION> (20,760)
<TOTAL-ASSETS> 202,400
<CURRENT-LIABILITIES> 27,292
<BONDS> 0
0
0
<COMMON> 365
<OTHER-SE> 161,090
<TOTAL-LIABILITY-AND-EQUITY> 161,455
<SALES> 0
<TOTAL-REVENUES> 70,892
<CGS> 0
<TOTAL-COSTS> (79,635)
<OTHER-EXPENSES> 196
<LOSS-PROVISION> (3,167)
<INTEREST-EXPENSE> (150)
<INCOME-PRETAX> (11,864)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,864)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,864)
<EPS-PRIMARY> (0.33)
<EPS-DILUTED> (0.33)
</TABLE>
