<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Under Section 13 or 15(d) of the Securities
- ------ Exchange Act of 1934
For the quarterly period ended SEPTEMBER 30, 1997
------------------
or
- ------ Transition Report Pursuant to Section 13 of the Securities Exchange
Act of 1934
For the transition period from to
------------ -------------
Commission file number 0-17254
NOVEN PHARMACEUTICALS, INC.
----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
STATE OF DELAWARE 59-2767632
------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11960 S.W. 144TH STREET, MIAMI, FL 33186
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 253-5099
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 .
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
CLASS OUTSTANDING AT OCTOBER 30, 1997
----- ----------------------------------
Common stock $.0001 par value 20,471,596
Page 1
<PAGE> 2
NOVEN PHARMACEUTICALS, INC.
---------------------------
INDEX TO FORM 10-Q
------------------
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
<S> <C>
Item 1 - Financial Statements
Statements of Operations and Accumulated Deficit
for the three months ended September 30, 1997 and 1996 3
Statements of Operations and Accumulated Deficit
for the nine months ended September 30, 1997 and 1996 4
Balance Sheets as of September 30, 1997 and
December 31, 1996 5
Statements of Cash Flows for the nine months ended
September 30, 1997 and 1996 6
Notes to Financial Statements 7 - 8
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOVEN PHARMACEUTICALS, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
-------------- ---------------
<S> <C> <C>
REVENUES:
Product sales $ 4,042,314 $ 5,170,415
License revenue 1,677,499 306,499
Interest income 256,547 303,634
------------ ------------
Total revenues 5,976,360 5,780,548
------------ ------------
EXPENSES:
Cost of products sold 1,834,616 2,701,259
Research and development 2,177,771 1,384,247
Marketing, general and administrative 1,968,084 1,130,640
------------ ------------
Total expenses 5,980,471 5,216,146
------------ ------------
NET (LOSS) INCOME FOR THE PERIOD (4,111) 564,402
ACCUMULATED DEFICIT BEGINNING OF PERIOD (28,836,058) (22,500,921)
------------ ------------
ACCUMULATED DEFICIT END OF PERIOD $(28,840,169) $(21,936,519)
============ ============
NET (LOSS) INCOME PER SHARE $ 0.00 $ 0.03
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS 20,352,928 21,451,911
============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
Page 3
<PAGE> 4
NOVEN PHARMACEUTICALS, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
-------------- --------------
REVENUES:
Product sales $ 9,307,544 $ 15,493,421
License revenue 1,815,497 669,497
Interest income 666,982 885,128
Other income 31,325 36,250
------------ ------------
Total revenues 11,821,348 17,084,296
------------ ------------
EXPENSES:
Cost of products sold 4,009,432 8,289,637
Research and development 6,659,611 5,743,534
Marketing, general and administrative 5,945,159 2,924,282
------------ ------------
Total expenses 16,614,202 16,957,453
------------ ------------
NET (LOSS) INCOME FOR THE PERIOD (4,792,854) 126,843
ACCUMULATED DEFICIT BEGINNING OF PERIOD (24,047,315) (22,063,362)
------------ ------------
ACCUMULATED DEFICIT END OF PERIOD $(28,840,169) $(21,936,519)
============ ============
NET (LOSS) INCOME PER SHARE $ (0.24) $ 0.01
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS 20,066,563 21,602,070
============ ============
The accompanying notes are an integral part of this statement.
Page 4
<PAGE> 5
NOVEN PHARMACEUTICALS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 13,385,336 $ 5,456,826
Securities held to maturity 5,806,263 13,692,010
Accounts receivable 3,010,331 3,366,489
Inventories 3,573,231 4,151,020
Prepaid and other current assets 106,484 248,357
------------ ------------
Total current assets 25,881,645 26,914,702
------------ ------------
PROPERTY AND EQUIPMENT, at cost,
net of accumulated depreciation and amortization of
$3,582,924 at September 30, 1997 and $2,873,401 at
December 31, 1996 15,425,016 15,701,474
------------ ------------
OTHER ASSETS:
Patent development costs, net 1,678,605 1,547,434
Deposits and other assets 64,069 65,128
------------ ------------
Total other assets 1,742,674 1,612,562
------------ ------------
TOTAL $ 43,049,335 $ 44,228,738
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,814,878 $ 2,055,780
------------ ------------
DEFERRED LICENSE REVENUE 5,926,518 6,096,015
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - authorized 100,000 shares of $.01 par value;
no shares issued or outstanding
Common stock - authorized 40,000,000 shares, par value
$.0001 per share; issued and outstanding - 20,471,596
shares at September 30, 1997 and 19,831,538 shares at
December 31, 1996 2,047 1,983
Additional paid-in capital 64,146,061 60,122,275
Accumulated deficit (28,840,169) (24,047,315)
------------ ------------
Total stockholders' equity 35,307,939 36,076,943
------------ ------------
TOTAL $ 43,049,335 $ 44,228,738
============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
Page 5
<PAGE> 6
NOVEN PHARMACEUTICALS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (4,792,854) $ 126,843
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation and amortization 827,053 767,763
Decrease in accounts receivable 356,158 708,221
Decrease (Increase) in inventories 577,789 (217,583)
Decrease in prepaid and other current assets 141,873 195,701
Decrease in accounts payable and accrued
liabilities (240,902) (2,160,353)
Decrease in deferred license revenue (169,497) (169,497)
------------ ------------
Cash flows used in operating activities (3,300,380) (748,905)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturity (purchase) of securities, net 7,885,747 (3,711,083)
Purchase of fixed assets, net (433,065) (822,052)
Payments for patent development costs (248,701) (247,657)
Refund of deposits 1,059 600
------------ ------------
Cash flows provided by (used in) investing
activities 7,205,040 (4,780,192)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 4,023,850 20,168
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 7,928,510 (5,508,929)
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 5,456,826 16,131,263
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 13,385,336 $ 10,622,334
============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
Page 6
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial statements of Noven Pharmaceuticals, Inc. (the "Company"),
included herein, do not include all footnote disclosures normally
included in annual financial statements and, therefore, should be read in
conjunction with the Company's financial statements and notes thereto for
each of the three years in the period ended December 31, 1996 included in
the Company's annual report on Form 10-K.
The interim financial statements for the three months and nine months
ended September 30, 1997 are unaudited and, in the opinion of management,
reflect all adjustments (consisting only of normal recurring accruals)
necessary for fair presentation of the balance sheets, statements of
operations and cash flows of the Company. The statements of operations
for the three months and nine months ended September 30, 1997 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1997.
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting policies
consistently applied in the preparation of the Company's financial
statements:
INVENTORIES - Inventories are stated at the lower of cost (first-in,
first-out method) or net realizable value. Inventories at September 30,
1997 are related primarily to the Company's transdermal estrogen delivery
system. To date the Company has not experienced and does not anticipate
in the future, any difficulty acquiring materials necessary to
manufacture its transdermal systems. The following are the major classes
of inventory:
September 30, December 31,
1997 1996
-------------- ---------------
Finished goods $ 1,417,855 $ 1,399,858
Work in process 300,030 491,014
Raw materials 1,855,346 2,260,148
-------------- ---------------
Total $ 3,573,231 $ 4,151,020
============== ===============
PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost.
Depreciation is provided over the estimated useful lives of the assets.
Leasehold improvements are amortized over the life of the lease or the
service life of the improvements, whichever is shorter. The straight-line
method of depreciation is primarily followed for financial purposes.
PATENT DEVELOPMENT COST - Costs, principally legal fees related to the
development of patents, are capitalized and amortized over the lesser of
their estimated economic useful lives or their remaining legal lives.
Page 7
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
EARNINGS AND LOSS PER SHARE - Earnings per share is based on the weighted
average number of shares including common stock and common stock
equivalent shares. Common stock equivalent shares include outstanding
warrants and options (using the Treasury Stock Method). The loss per
share is based only on the weighted average number of shares outstanding.
NEW ACCOUNTING STANDARDS - In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard (SFAS)
No. 128, "Earnings per Share." The statement is effective for financial
statements for periods ending after December 15, 1997, and changes the
method in which earnings per share will be determined. Adoption of this
statement by the Company will not have a material impact on earnings per
share.
3. STOCKHOLDERS' EQUITY
A schedule of the transactions in the common stock and the additional
paid in capital accounts is as follows:
<TABLE>
<CAPTION>
Common Stock Additional
-------------- Paid-in
Shares Amount Capital
------ ------ -------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 19,831,538 $ 1,983 $60,122,275
Issuance of 140,058 shares of
stock pursuant to stock option plan, net 140,058 14 23,836
Issuance of 500,000 shares of
stock pursuant to partial exercise of warrant 500,000 50 3,999,950
----------- ----------- -----------
Balance, September 30, 1997 20,471,596 $ 2,047 $64,146,061
=========== =========== ===========
</TABLE>
On June 26, 1997 Noven extended Rhone-Poulenc Rorer's ("RPR") warrant to
purchase 1,000,000 shares of common stock for a period of 18 months in
consideration of RPR's agreement to purchase 500,000 shares of common
stock under the warrant. On July 1, 1997 RPR purchased 500,000 shares
for $4 million pursuant to the warrant.
Page 8
<PAGE> 9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
From inception (1987) through 1994, the Company primarily engaged in the
research and development of transdermal drug delivery systems. During
this period, the Company's revenues were principally generated by license
fees, milestone payments pursuant to various license agreements and
interest earned on funds raised through the sale of its common stock. In
1995, due to the receipt of regulatory approvals for its transdermal
estrogen delivery system, a significant portion of the Company's revenues
were derived from the sale of this product to the Company's two licensing
partners, Rhone-Poulenc Rorer, Inc. and Novartis Pharmaceuticals
Corporation ("Novartis"). In 1996, revenues from the sale of these
products increased substantially as the Company's licensing partners,
initiated marketing and distribution. The Company anticipates that
product sales will continue to comprise the bulk of its revenues.
Noven experienced fluctuations in sales of its transdermal estrogen
delivery systems, Vivelle(R) and MENOREST, to its licensing partners from
1996 to the first quarter of 1997, when sales to these licensing partners
declined. Although in-market sales of Noven's estrogen delivery system
continue to increase on a global basis, inventory balancing by the
Company's licensing partners resulted in significantly lower levels of
reorders during this period. During the second and third quarter of 1997
product sales increased back to the levels experienced in the fourth
quarter of 1996. Noven expects that revenues from product sales to its
licensing partners will fluctuate from quarter to quarter and year to
year depending upon various factors not in Noven's control, including,
but not limited to, the inventory requirements of each licensing partner
at different times throughout the year, possible special selling efforts
undertaken by each licensing partner at different times during the year,
and, in the case of RPR the introduction of the product into new
territories.
Noven also expects to generate revenues in the fourth quarter of 1997 and
1998 from licensing agreements with respect to products under
development, although such revenues will fluctuate depending upon such
factors as the number of new agreements finalized, timely achievement of
milestones and strategic decisions affecting self-funding of products.
Finally, during calendar year 1996, the Company commenced the marketing
of its DentiPatch(TM) system on a regional basis. The product was
launched nationally in the second quarter of 1997, with the first
national advertising program commencing at the beginning of the fourth
quarter of 1997. Revenues from this product are anticipated to increase
during the remainder of the year.
RESULTS OF OPERATIONS
Total revenues increased approximately $196,000 or 3% for the three month
period ended September 30, 1997 from the same period in the prior year
and decreased approximately $5,263,000 or 31% for the comparable nine
month period. This decrease in revenues was primarily the result of the
decrease in sales of the Company's transdermal estrogen delivery system
to its two licensing partners during the first nine months of 1997.
Royalties from transdermal estrogen delivery system are included in
product sales. License income increased approximately $1,371,000 or 447%
for the three month period ended September
Page 9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
30, 1997 from the same period in the prior year and increased
approximately $1,146,000 or 171% for the comparable nine month period.
Interest income decreased approximately $47,000 or 16% for the three
month period ended September 30, 1997 from the same period in the prior
year and decreased approximately $218,000 or 25% for the comparable nine
month period, primarily due to lower balances in securities.
Cost of product sold decreased approximately $867,000 or 32% for the
three month period ended September 30, 1997 from the same period in the
prior year and approximately $4,280,000 or 52% from the comparable nine
month period. The gross margin percentage was 55% for the three month
period of 1997 as compared to 48% for the same period of the prior year
and 57% for the first nine months of 1997 as compared to 46% in 1996. The
gross margins vary depending on the amount of product sold to each
licensing partner and manufacturing efficiencies including those relating
to production volumes and in 1997 are favorably impacted by the sale of
the DentiPatch product.
Research and development increased approximately $794,000 or 57% for the
three month period ended September 30, 1997 from the same period in the
prior year and increased approximately $916,000 or 16% from the
comparable nine month period. New product development included work
related to transoral delivery systems in the areas of dental therapeutics
and larger molecular entities and transdermal delivery systems for
hormone deficiency, nonsteroidal anti-inflammatory agents, central
nervous system and cardio vascular drugs. Marketing, general and
administrative expenses increased approximately $837,000 or 74% for the
three month period ended September 30, 1997 from the same period in the
prior year and approximately $3,021,000 or 103% for the comparable nine
month period. The increase in marketing, general and administrative
expenses is primarily due to marketing and sales expenses to support the
launch of the DentiPatch system, increases in staffing and associated
office expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations through public
offerings of common stock, including the exercise of warrants issued in
connection with the first such offerings, private placements of its
equity securities, license and contract revenues, and interest income.
However, since the launch of its first commercial product in 1995, the
Company's operations have been principally financed increasingly by
revenues from the sale of its transdermal estrogen delivery system to its
licensing partners. The Company has neither utilized debt nor has it
engaged in significant commercial lease transactions to finance its
operations.
Net cash used in operating activities for the nine months ended September
30, 1997 was approximately $3,300,000. This funded the net loss for the
first nine months of 1997 of approximately $4,793,000 and a decrease in
accounts payable of approximately $241,000, partially offset by decreases
in accounts receivable of approximately $356,000; in inventory of
approximately $578,000; and in prepaids and other current assets of
approximately $142,000. For the same nine month period in 1996 operating
activities used $749,000 to fund decreases in accounts payable of
approximately $2,160,000 and increase in inventory of $218,000, partially
offset by decreases in accounts receivable of approximately $708,000 and
in prepaids and other current assets of approximately of $196,000 and a
net income of approximately $127,000.
Page 10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
During the nine months ended September 30, 1997 the Company's investing
activities provided approximately $7,200,000 compared to approximately
$4,800,000 used in the nine months ended September 30, 1996. Net cash
provided during 1997 in investing activities resulted primarily from the
sale of securities held to maturity to finance operating activities
partially offset by capital expenditures for commercial manufacturing
equipment, improvements to the manufacturing facilities and investments
in patents. Net cash used in 1996, resulted primarily from the purchase
of securities held to maturity, partially offset by capital expenditures
for manufacturing equipment, improvements at the new manufacturing site
and investments in patents. As of September 30, 1997 the Company had
commitments for capital expenditures of approximately $23,000.
For nine months ended September 30, 1997 net cash provided by financing
activities of approximately $4,023,000 resulted primarily from RPR's
purchase of 500,000 shares of common stock for $4,000,000 pursuant to the
partial exercise of its warrant. The balance of the cash provided by
financing activities in 1997 and 1996 was due to the exercise of options
pursuant to the employee stock option plan.
The Company expects to incur additional costs related to product
development activities, increased marketing, general and administrative
expenses and the continued expansion of its facilities. Although the
Company believes that existing cash, anticipated contract and
manufacturing revenues will be adequate for the foreseeable future,
circumstances could arise which may result in a desire to raise
additional capital. There can be no assurance that such capital will be
available on acceptable terms, or at all.
FORWARD LOOKING STATEMENTS
From time to time, Noven may publish forward looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, usage and development
activities and some other matters. The words "may", "will", "expect",
"anticipate", "continue", "estimate", "project", "intend" and similar
expressions are intended to identify such forward looking statements. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward looking statements. In order to comply with the terms of the
safe harbor, Noven notes that a variety of factors could cause its actual
results and experience to differ materially from anticipated results and
other expectations expressed by Noven's forward looking statements. The
risks and uncertainties that may effect the operations, performance,
development and results of Noven's business, include the following:
1. Dependence upon RPR and Novartis, its two licensing
partners, with respect to (i) the commercialization and marketing of
certain transdermal hormonal products and (ii) obtaining regulatory
approval of certain other transdermal hormonal products.
2. Uncertainties regarding (i) the market share for Noven's
transdermal hormonal products which can be captured by Noven's licensing
partners, and (ii) the market for DentiPatch(TM) product and Noven's
ability to successfully establish and effectuate a marketing program.
Page 11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
3. Unanticipated difficulties associated with the
manufacturing process of Menorest and Vivelle(R) for its licensing
partners as well as its DentiPatch(TM) product, that could result in
delays in delivery and shortages of product.
4. Competition from other entities engaged in transdermal
and/or transoral research, development, manufacturing and marketing, as
well as other entities engaged in alternative drug delivery
technologies.
5. Difficulties associated with (i) identifying appropriate
licensing partners capable of meeting the financial requirements of
research and development and/or marketing new products, and (ii)
consummating satisfactory licensing agreements.
6. The time required to obtain regulatory approval of
products and its associated expenses.
7. The possible exposure to product liability suits in
excess of insurance policy limits or excluded from insurance coverage.
Readers are cautioned not to place undue reliance on forward looking
statements when made, which speak only as of the date made. Noven
undertakes no obligation to publicly release the results of any revision
of these forward looking statements to reflect events or circumstances
after the date they are made or to reflect the occurrence of
unanticipated events. Also, unless expressly stated, Noven does not
adopt projections, forecasts or other forward looking statements which
may be disseminated from time to time by analysts and others.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27 Financial Data Schedule (for SEC use only).
Page 12
<PAGE> 13
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.
NOVEN PHARMACEUTICALS, INC.
(Registrant)
Date: NOVEMBER 12, 1997 By: /s/ STEVEN SABLOTSKY
----------------------------- --------------------
Steven Sablotsky, Chairman of the
Board and President
By: /s/ WILLIAM A. PECORA
----------------------
William A. Pecora
Chief Financial Officer
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 13,385,336
<SECURITIES> 5,806,263
<RECEIVABLES> 3,010,331
<ALLOWANCES> 0
<INVENTORY> 3,573,231
<CURRENT-ASSETS> 25,881,645
<PP&E> 19,007,940
<DEPRECIATION> 3,582,924
<TOTAL-ASSETS> 43,049,335
<CURRENT-LIABILITIES> 1,814,878
<BONDS> 0
0
0
<COMMON> 2,047
<OTHER-SE> 35,305,892
<TOTAL-LIABILITY-AND-EQUITY> 43,049,335
<SALES> 9,307,544
<TOTAL-REVENUES> 11,821,348
<CGS> 4,009,432
<TOTAL-COSTS> 4,009,432
<OTHER-EXPENSES> 6,659,611
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,792,854)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,792,854)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,792,854)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)
</TABLE>
