UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From August 1, 1997 to December 31, 1997
Commission file number 0-17019
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1579150
(State of Incorporation) (IRS Employer Identification No.)
Suite 170
3650 Annapolis Lane, Plymouth, MN 55447-5434
(Address of principal (Zip Code)
executive offices)
(612) 550-9388
(Telephone number)
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 ____.
Common stock, par value $.01 per share: 32,998,443 shares
outstanding as of January 30, 1998
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM DESCRIPTION Page(s)
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
Consolidated Balance Sheets - (unaudited) December 31, 1997 1
and July 31, 1997.
Consolidated Statements of Operations (unaudited) 2
- For the Five Months Ended December 31, 1997 and 1996.
Consolidated Statements of Cash Flows (unaudited) 3
- For the Five Months Ended December 31, 1997 and 1996.
Notes to Consolidated Financial Statements (unaudited). 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 5,6,7
CONDITION AND RESULTS OF OPERATIONS.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 8,9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 9
Signature. 10
<PAGE>
ANGEION CORPORATION
Consolidated Balance Sheets
December 31, 1997 and July 31, 1997
(unaudited)
<TABLE>
<CAPTION>
December 31, July 31,
1997 1997
-------------- --------------
ASSETS
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 14,052,115 $ 6,372,119
Short-term marketable securities -- 8,050,181
Accounts receivable:
Trade 241,136 1,315,570
Other 167,450 201,904
Inventories 6,889,144 7,161,977
Prepaid expenses and other current assets 291,475 237,267
-------------- --------------
TOTAL CURRENT ASSETS 21,641,320 23,339,018
Property and equipment, net 6,523,820 6,722,076
Other assets, net 718,411 835,269
-------------- --------------
TOTAL ASSETS $ 28,883,551 $ 30,896,363
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable 893,996 2,248,622
Accrued payroll, vacation and related costs 1,015,119 929,314
Other accrued expenses 1,186,941 939,657
Deferred income 36,550 731,250
-------------- --------------
TOTAL CURRENT LIABILITIES 3,132,606 4,848,843
TOTAL LIABILITIES 3,132,606 4,848,843
-------------- --------------
Shareholders' equity:
Common stock, $.01 par value. Authorized
50,000,000 shares; issued and outstanding
32,998,443 shares at December 31, 1997,
and 30,558,133 shares at July 31, 1997 329,984 305,581
Additional paid-in capital 109,682,282 95,089,691
Unamortized value of restricted stock (50,716) (72,917)
Cumulative translation adjustment 6,903 1,777
Accumulated deficit (84,217,508) (69,276,612)
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY 25,750,945 26,047,520
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 28,883,551 $ 30,896,363
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Consolidated Statements of Operations
For the Five Months Ended December 31, 1997 and 1996
(Unaudited)
Five Months Ended
December 31,
1997 1996
------------- -------------
Net sales $ 864,775 $ 2,275,901
Operating expenses:
Manufacturing 4,180,198 2,677,881
Research and development 7,213,832 5,905,774
Selling, general and administrative 4,609,807 2,232,852
------------- -------------
Total operating expenses 16,003,837 10,816,507
------------- -------------
OPERATING LOSS (15,139,062) (8,540,606)
------------- -------------
Other income (expense), net:
Interest expense (4,893) (48,674)
Interest income 203,059 854,451
------------- -------------
Other income (expense) 198,166 805,777
------------- -------------
NET LOSS $ (14,940,896) $ (7,734,829)
============= =============
NET LOSS PER SHARE $ (.48) $ (.27)
============= =============
Weighted average number of common shares
outstanding 30,997,656 28,678,276
============= =============
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Consolidated Statements of Cash Flows
For the Five Months Ended December, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (14,940,896) $ (7,734,829)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 926,177 680,841
Compensation expense on grant of stock and stock options 239,320 220,670
Changes in operating assets and liabilities:
Accounts receivable 1,109,617 1,534,307
Inventory 272,833 (3,861,697)
Prepaid expenses and other current assets (53,888) (54,803)
Accounts payable (1,355,452) (1,934,248)
Accrued expenses 332,071 894,344
Deferred income (694,700) --
------------- -------------
Net cash used in operating activities (14,164,918) (10,255,415)
------------- -------------
INVESTING ACTIVITIES:
Purchase of short-term investments -- (31,206,636)
Proceeds from maturities of short-term investments 8,050,181 9,400,000
Payments for purchases of property and equipment (611,219) (1,251,539)
------------- -------------
Net cash provided by (used in) investing activities 7,438,962 (23,058,175)
------------- -------------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants, net 14,334,292 --
Proceeds from exercise of stock options and warrants 65,583 167,625
------------- -------------
Net cash provided by financing activities 14,399,875 167,625
------------- -------------
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS 6,077 --
NET DECREASE IN CASH AND CASH EQUIVALENTS 7,679,996 (33,145,965)
Cash and cash equivalents:
Beginning of period 6,372,119 35,183,919
------------- -------------
End of period $ 14,052,115 $ 2,037,954
============= =============
Supplemental disclosure of cash flow information:
- -------------------------------------------------
Cash paid during the period for interest $ 4,893 $ 3,924
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Form 10-Q
December 31, 1997
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
In October, 1997, the Board of Directors approved a change in the Company's
fiscal year from July 31 to December 31. The unaudited transition period
consolidated financial statements have been prepared by the Company in
accordance with generally accepted accounting principles, pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
have been omitted or condensed pursuant to such rules and regulations. The
accompanying unaudited transition period consolidated financial statements
should be read in conjunction with the consolidated financial statements and
related notes included in the Company's 1997 Annual Report to Shareholders.
The information furnished reflects, in the opinion of the management of Angeion
Corporation, all adjustments, (of only a normally recurring nature), necessary
to present a fair statement of the results for the transition period presented.
2. NET LOSS PER SHARE
In the five-month period ended December 31, 1997, the Company adopted Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share."
SFAS 128 requires replacing primary and fully diluted earnings per share ("EPS")
with basic and diluted EPS for all periods presented. The adoption of this
statement had no impact on the financial results of operations of the Company,
as the Company recorded a net loss from operations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company's operations consist of the research and development efforts of its
two divisions, the implantable cardioverter defibrillator group and the catheter
ablation group. These divisions develop and manufacture medical devices to treat
various types of arrhythmias (irregular heartbeats). Effective November 1, 1995,
the Company established a European subsidiary, Angeion Europe Ltd. ("Angeion
Europe"), to facilitate clinical studies of its ICDs and expand its European
business activities. For the same reasons, a German subsidiary, Angeion GmbH,
was established during the five-month period ended December 31, 1996. The
results of the subsidiaries' operations are included in the consolidated
financial statements of the Company.
In October 1997, the Company entered into an Amended and Restated Investment and
Master Strategic Relationship Agreement ("Investment Agreement") with
Synthelabo, a French pharmaceutical company, pursuant to which on December 9,
1997, Synthelabo purchased 2,251,408 shares of Common Stock of the Company for
$15 million and received a warrant to purchase an additional 1,350,895 shares of
Common Stock. In addition, Synthelabo agreed to purchase up to an additional $15
million in Common Stock (in installments of $5 million) upon the achievement by
the Company of certain milestones. In connection with each additional
installment of Common Stock purchased, Synthelabo will also receive additional
warrants to purchase, at the applicable investment price, shares of Common Stock
equal to 60% of the number of shares purchased.
In connection with the Investment Agreement, the Company also entered into a
Manufacturing and Supply Agreement with ELA Medical, S.A., a subsidiary of
Synthelabo ("ELA Medical"), which provides for the marketing and sale of the
Company's ICD systems and support equipment by ELA Medical in the European and
Japanese markets. The Company's ICD products will be marketed under ELA
Medical's trademarks by ELA Medical's established global sales and marketing
network which services more than 20 countries in these territories. In addition,
the Company entered into a Limited Liability Company Operating Agreement with
ELA Medical, Inc., a U.S-based subsidiary of Synthelabo, which provides for the
formation of Angellan Medical Systems, LLC (Angellan), a U.S.-based joint
venture company that combines the two companies' U.S. sales and marketing
functions and serves as the U.S. selling affiliate for both companies. Following
U.S. regulatory approvals, Angellan will offer a complete line of cardiac rhythm
management products, including single and dual chamber ICD systems for the
rapidly growing tachyarrhythmia management market, as well as U.S.
market-released pacemaker and lead systems for the established bradyarrhythmia
market. Angellan is owned 50% by each party, and each party has the right to
designate one-half of the Directors. Dennis L. Sellke, has ceased to serve as a
Director of the Company and currently serves as the Chief Executive Officer of
Angellan, reporting to the Angellan's Board of Directors.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs have related to, and are expected to continue to
relate to, expansion of clinical studies; research and development activities of
its ICD and catheter ablation divisions; scale-up and expansion of the Company's
manufacturing and marketing activities; funding of Angellan; general corporate
purposes including working capital; and the acquisition of businesses, products
and technologies. The Company has financed its liquidity needs over the last
three fiscal years through the sale of Common Stock and other equity securities,
issuance of long-term debt and notes payable.
Net cash used in operating activities was $14,164,918 and $10,255,415 in the
five-month periods ended December 31, 1997 and 1996, respectively. The cash used
during these periods primarily related to research and development activities of
the Company's ICD and catheter ablation divisions (including clinical studies).
During the five-month period ended December 31, 1996, cash used also related to
the build-up of inventory.
Investing activities provided cash of $7,438,962 and utilized cash of
$23,058,175 in the five-month periods ended December 31, 1997 and 1996,
respectively. The cash provided from maturity of marketable securities in the
1997 and 1996 periods were generated from U.S. Treasury Bills, which were
purchased as part of a U.S. Treasury Bill ladder established in August 1996,
with monthly maturities timed to meet the Company's liquidity needs. The Company
also utilized $611,219 and $1,251,539 to purchase property and equipment in the
periods ended December 31, 1997 and 1996, respectively. Most of the property and
equipment purchases in the
<PAGE>
1997 and 1996 periods related to increasing manufacturing capacity and expanding
the research and development capabilities.
On September 2, 1997, the Company entered into an equity-based line of credit
with an investment group that allows the Company, upon the satisfaction of
certain conditions, to access up to $25 million, at the Company's sole
discretion, through the sale of its Common Stock. The equity line will be
available for a two-year period ending October 8, 1999.
At December 31, 1997, the Company had cash and cash equivalents of $14,052,115.
Assuming the Company's operations progress as anticipated (of which there can be
no assurance), the Company believes that its existing balances of cash and cash
equivalents, along with cash generated from operations, should provide
sufficient capital until approximately April 1998. To the extent that the
Company's operations do not progress as anticipated, however, additional capital
may be needed sooner. The timing of the Company's capital needs and the amount
of capital needed will depend on a number of factors, including: progress with
clinical studies; time and costs involved in obtaining regulatory approvals;
costs involved in filing, prosecuting and enforcing patents or defending against
patent infringement claims; competing technological and market developments;
costs of manufacturing and marketing scale-up; funding needs of Angellan;
potential acquisitions of businesses, products, and technologies; the ability of
the Company to maximize its international sales through the selling and
marketing agreement with ELA Medical, S.A.; and the ability of the Company to
increase the number of U.S. implants through Angellan, which has exclusive
selling and marketing rights within the U.S.
Although additional investments by Synthelabo, if received, could provide the
Company with additional capital, there can be no assurance that such amounts
will be received on a timely basis or at all. Accordingly, the Company is
pursuing other financing activities. There can be no assurance, however, that
any required capital will be available when needed or on acceptable terms, and
the failure to obtain additional capital on a timely basis would have a material
adverse effect on the Company.
RESULTS OF OPERATIONS
FIVE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE FIVE MONTHS ENDED DECEMBER
31, 1996
Net sales decreased to $864,775 from $2,275,901 for the five-month period ended
December 31, 1997 compared to the five-month period ended December 31, 1996.
This decrease was primarily due to the dissolution of the OEM Agreement with
Pacesetter, Inc., a wholly-owned subsidiary of St. Jude Medical, Inc. (St.
Jude), in May 1997 and a reduction in clinical implants in the latter part of
1997 due to the temporary suspension of implants described below. In the
five-month period ended December 31, 1997, net sales were generated primarily
from U.S. clinical implants and from the recognition of deferred revenue from
the sale of programmers to St. Jude. In the five-month period ended December 31,
1996, 55% of the net sales were generated from the sale of ICDs and related
products to Pacesetter.
Manufacturing expense increased to $4,180,198 from $2,677,881 for the five-month
period ended December 31, 1997 compared to the five-month period ended December
31,1996. The increase of 56% was primarily due to increased unabsorbed
manufacturing expense as a result of lower production volumes as the Company
transitioned between current models of ICDs, and the elimination of production
for the OEM Agreement with St. Jude in the 1996 period. On November 12, 1997,
the Company announced a revision to its clinical trial protocol of its Sentinel
ICD and a temporary suspension of implants due to a capacitor issue. The Company
incorporated a new ceramic capacitor and received FDA approval in January 1998
to resume implants. The Company recognized an $800,000 expense for the
manufacturing cost associated with this change as well as additional
obsolescence caused by a change in the estimate on salvage value.
Research and development expenses increased to $7,213,832 from $5,905,774 for
the five-month period ended December 31, 1997 compared to the five-month period
ended December 31, 1996. This increase of 22% was due to the cost associated
with the development of prototypes for the new models of ICDs currently in
product development as well as increased expenditures related to the catheter
ablation division. Research and development activity related to the development
of the ICDs accounted for $6,342,024 of the expense for the five-month period
ended December 31, 1997, while the catheter ablation development activities
accounted for $871,808 of the expense. Research and development expenses will
continue to increase, reflecting the
<PAGE>
Company's intent to move these and other new products through development and
human clinical studies as rapidly as possible during Calendar 1998.
Selling, general and administrative expense increased to $4,609,807 from
$2,232,852 for the five-month period ended December 31, 1997 compared to the
five-month period ended December 31, 1996. This increase of 106% was partially
due to an increase in selling and marketing costs as the Company continued to
build its U.S. sales force. In addition, the increase is attributable to an
increase in legal costs and approximately $350,000 of expense incurred to
dissolve an international distributor agreement. The selling and marketing
expense is expected to decline significantly in Calendar 1998, as these
activities are transferred to Angellan.
Interest income decreased to $203,059 from $854,451 for the five-month period
ended December 31, 1997 compared to the five-month period ended December 31,
1996. The decrease of 76% was due to the lower average invested cash balances in
the five-month period ended December 31, 1997, compared to the five-month period
ended December 31, 1996.
The net loss increased to $14,940,896, or $.48 per share, from $7,734,829, or
$.27 per share, in the five-month period ended December 31, 1997 compared to the
five-month period ended December 31, 1996.
CERTAIN IMPORTANT FACTORS
This Form 10-Q contains certain forward-looking statements. For this purpose,
any statements contained in this Form 10-Q that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"estimate", or "continue" or comparable terminology are intended to indicate
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, including the following: the expectation that the Company
will continue to incur additional operating losses and net losses over the next
few years; the ability of the Company to obtain additional capital on a timely
basis; the fluctuation in the Company's operating results; the impact of
competition in the ICD market; new product development cycles and the market
acceptance of the Company's products; the Company's ability to protect its
intellectual property rights and to resolve any intellectual property disputes
on reasonable terms; funding needs of Angellan; and the ability of the Company
to continue to build adequate clinical and distribution networks.
<PAGE>
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On September 2, 1997, the Company entered into an agreement with an investment
group that allows the Company, for a two-year period ending October 8, 1999, to
access, at the Company's sole discretion, by delivery of a "put notice," up to
$25 million, through sale of its Common Stock (the "Put Option"). As a
commitment fee, the Company issued to the investment group 100,000 shares of its
Common Stock in a transaction that was not registered under the Securities Act
of 1933, as amended (the "Securities Act").
In October 1997, the Company entered into an Amended and Restated Investment and
Master Strategic Relationship Agreement ("Investment Agreement") with
Synthelabo, a French pharmaceutical company, pursuant to which on December 9,
1997, Synthelabo purchased 2,251,408 shares of Common Stock of the Company and a
four-year warrant to purchase an additional 1,350,845 shares of Common Stock at
an exercise price of $6.6625 per share for $15 million, with the number of
shares of Common Stock subject to possible adjustments depending on the future
market price of the Common Stock. In addition, Synthelabo agreed to purchase up
to an additional $15 million in Common Stock (in installments of $5 million)
upon the achievement by the Company of certain milestones. In connection with
each additional installment of Common Stock purchased, Synthelabo will also
receive additional warrants to purchase, at the applicable investment price,
shares of Common Stock equal to 60% of the number of shares purchased.
In issuing such shares of Common Stock, warrants and the Put Option, the Company
relied upon Section 4(2) of the Securities Act as a transaction by an issuer not
involving any public offering. In connection with such transactions, the
investment group and Synthelabo represented its intention to acquire the
securities for investment only and not with a view to, or for sale in connection
with, any distribution thereof, and appropriate legends were affixed to the
securities issued in such transactions. The investment group and Synthelabo had
adequate access, through their due diligence effort, to information about the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of the Shareholders of the Company was held on December 10,
1997. The following matters were voted on and approved by the Company's
shareholders at the Annual Meeting. The tabulation of votes with respect to each
of the following matters voted on at the Annual Meeting is set forth as follows:
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
Whitney A. McFarlin 26,657,393 237,941 0 0
Arnold A. Angeloni 26,668,733 226,601 0 0
Dennis E. Evans 26,668,118 227,216 0 0
Lyle D. Joyce, M.D., Ph.D. 26,144,659 750,675 0 0
Joseph C. Kiser, M.D. 26,664,021 231,313 0 0
Donald D. Maurer 26,653,873 241,461 0 0
Glen Taylor 26,662,968 232,366 0 0
</TABLE>
<PAGE>
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
2. AMEND THE COMPANY'S 1994 NON-EMPLOYEE DIRECTOR PLAN TO INCREASE THE FAIR
MARKET VALUE OF ANNUAL STOCK GRANTS TO NON-EMPLOYEE DIRECTORS OF THE
COMPANY AS ANNUAL COMPENSATION FROM $16,000 TO $24,000 AND TO INCREASE THE
ANNUAL OPTION GRANT TO NON-EMPLOYEE DIRECTORS OF THE COMPANY FROM 2,500
SHARES TO 3,000 SHARES.
25,322,273 1,440,420 132,641 0
3. ADOPT THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.
26,149,410 624,846 121,078 0
4. RATIFICATION OF KPMG PEAT MARWICK LLP AS AUDITORS FOR THE YEAR ENDING JULY
31, 1998.
26,706,204 109,694 79,436 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Item No. Item Method of Filing
-------- ---- ----------------
27.1 Financial Data Schedule Filed herewith electronically
(b) A current report on Form 8-K, dated December 9, 1997, was filed during
the five months ended December 31, 1997, pursuant to Item 5. This filing was
made in reference to the announcement by the Company of the effectiveness of its
relationship with Synthelabo, a French societe anonyme, to market a full line of
sophisticated tachyarrhythmia and bradycardia products. No financial statements
were included in this filing.
A current report on Form 8-K, dated October 22, 1997, was filed during
the five months ended December 31, 1997, pursuant to Item 5. This filing was
made in reference to the announcement by the Company of a change in its fiscal
year-end from July 31 to December 31. No financial statements were included in
this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANGEION CORPORATION
Dated: February 12, 1998 By: /s/ David L. Christofferson
-------------------------------
David L. Christofferson
Vice President of Finance
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> AUG-31-1997
<PERIOD-END> OCT-31-1997
<CASH> 14,052,115
<SECURITIES> 0
<RECEIVABLES> 408,586
<ALLOWANCES> 0
<INVENTORY> 6,889,144
<CURRENT-ASSETS> 21,641,320
<PP&E> 10,682,486
<DEPRECIATION> 4,158,666
<TOTAL-ASSETS> 28,883,551
<CURRENT-LIABILITIES> 3,132,606
<BONDS> 0
0
0
<COMMON> 329,984
<OTHER-SE> 25,420,961
<TOTAL-LIABILITY-AND-EQUITY> 28,883,551
<SALES> 864,775
<TOTAL-REVENUES> 864,775
<CGS> 4,180,198
<TOTAL-COSTS> 4,180,198
<OTHER-EXPENSES> 11,823,639
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,893
<INCOME-PRETAX> (14,940,896)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,940,896)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,940,896)
<EPS-PRIMARY> (.48)
<EPS-DILUTED> (.48)
</TABLE>
