<PAGE> 1
UNITED STATES
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 quarter ended September 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 0-24540
INCONTROL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1501619
- --------------------------------------------- ----------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
6675 - 185TH AVENUE N.E.
REDMOND, WA 98052-6734
(425) 861-9800
(Address and telephone number of registrant's principal executive offices)
---------------------
Indicate by check mark (x) 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 shorter periods that the registrant
has been required to file such reports), and (2) has been subject to filing
requirements for the past 90 days. Yes [X] No [ ]
As of November 4, 1997, there were 18,756,939 shares of the registrant's Common
Stock, $.01 par value per share, outstanding.
Page 1 of 11 sequentially numbered pages
<PAGE> 2
INCONTROL, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)..........................................3
Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996...............................3
Consolidated Statements of Operations -
three and nine months ended September 30, 1997 and 1996................4
Consolidated Statements of Cash Flows -
nine months ended September 30, 1997 and 1996..........................5
Notes to Consolidated Financial Statements................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........................7
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.........................................10
Signature................................................................11
</TABLE>
Page 2 of 11 sequentially numbered pages
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
INCONTROL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,892,692 $ 4,287,617
Securities available for sale 23,390,084 32,714,022
Inventories 2,660,221 2,314,841
Prepaid expenses and other current assets 1,637,267 727,526
------------- -------------
Total current assets 30,580,264 40,044,006
Property and equipment, net 7,782,381 4,861,566
Notes receivable from employees 786,042 746,042
Other assets 264,586 265,273
------------- -------------
Total assets $ 39,413,273 $ 45,916,887
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,387,067 $ 313,888
Accrued expenses 1,896,319 1,960,642
Current portion of long-term obligations 1,445,662 1,197,614
------------- -------------
Total current liabilities 4,729,048 3,472,144
Long-term obligations, less current portion 2,392,727 1,418,701
Commitments
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares--10,000,000;
Issued and outstanding shares--none -- --
Common stock, $.01 par value:
Authorized shares--40,000,000;
Issued and outstanding shares--
18,756,379 at September 30,1997
and 16,960,700 at December 31, 1996 143,947,357 129,237,938
Deficit accumulated (111,057,253) (87,614,031)
Notes receivable from stockholders (581,000) (660,000)
Cumulative translation adjustment (17,606) 62,135
------------- -------------
Total stockholders' equity 32,291,498 41,026,042
------------- -------------
Total liabilities and stockholders' equity $ 39,413,273 $ 45,916,887
============= =============
</TABLE>
See accompanying notes.
Page 3 of 11 sequentially numbered pages
<PAGE> 4
INCONTROL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 514,207 $ 90,374 $ 1,126,691 $ 198,722
Cost of revenues 363,057 -- 847,463 --
------------ ------------ ------------ ------------
Gross profit 151,150 90,374 279,228 198,722
Expenses:
Research and development 6,376,016 5,794,138 17,403,318 17,122,675
Sales and marketing 1,484,744 662,835 3,685,993 1,986,336
General and administrative 1,101,618 915,864 3,629,068 3,326,100
------------ ------------ ------------ ------------
8,962,378 7,372,837 24,718,379 22,435,111
Interest income 400,856 694,158 1,300,221 1,587,730
Interest expense (138,669) (104,471) (374,615) (339,633)
------------ ------------ ------------ ------------
Net loss $ (8,549,041) $ (6,692,776) $(23,513,545) $(20,988,292)
============ ============ ============ ============
Net loss per share (Note 1) $ (0.47) $ (0.40) $ (1.35) $ (1.34)
============ ============ ============ ============
Shares used in computation
of net loss per share 18,234,495 16,938,883 17,436,856 15,636,841
</TABLE>
See accompanying notes.
Page 4 of 11 sequentially numbered pages
<PAGE> 5
INCONTROL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(23,513,545) $(20,988,292)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,181,112 1,815,103
Employees' compensation used to retire loans
to stockholders -- 552,516
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses
and other current assets (975,918) (450,286)
(Increase) decrease in inventories (348,370) (794,391)
Increase (decrease) in accounts payable,
accrued expenses, and sales tax payable 1,061,767 30,783
------------ ------------
Net cash used in operating activities (21,594,954) (19,834,567)
INVESTING ACTIVITIES:
Purchases of property and equipment (4,951,318) (1,635,126)
Loans to employees (45,000) (45,000)
Proceeds from collection of employee loans -- 12,000
Purchases of securities (16,365,129) (39,064,242)
Proceeds from maturity of securities 22,678,623 13,080,000
Proceeds from sale of securities 2,978,978 1,618,182
------------ ------------
Net cash provided by (used in) investing activities 4,296,154 (26,034,186)
FINANCING ACTIVITIES:
Proceeds from lease financing 2,215,202 270,654
Payments on lease financing (958,787) (665,027)
Proceeds from collection of stockholders' loans 79,000 26,000
Proceeds from exercise of stock options 131,645 136,154
Net proceeds from sale of common stock 14,577,774 46,167,230
------------ ------------
Net cash provided by financing activities 16,044,834 45,935,011
Effect of exchange rate changes on cash (140,959) (16,042)
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,394,925) 50,216
Cash and cash equivalents at beginning of period 4,287,617 2,048,600
------------ ------------
Cash and cash equivalents at end of period $ 2,892,692 $ 2,098,816
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH PAID:
Interest $ 325,390 $ 308,038
============ ============
</TABLE>
See accompanying notes.
Page 5 of 11 sequentially numbered pages
<PAGE> 6
INCONTROL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
INTERIM FINANCIAL INFORMATION
The consolidated financial statements included herein have been prepared by
InControl, Inc. ("InControl" or the "Company") without audit, according to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations. The
consolidated financial statements reflect, in the opinion of management, all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the financial position and results of operations as of and for
the periods indicated.
The results of operations for the nine-month period ended September 30, 1997 are
not necessarily indicative of results to be expected for the entire year ending
December 31, 1997 or for any other fiscal period.
INVENTORIES
Inventories are valued at the lower of cost (first in, first out method) or
market. Allowances are made for obsolete, unsalable, or unusable inventories.
The components of inventories are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
Raw materials $ 676,239 $ 888,639
Work In Process 1,283,095 727,284
Finished Products 700,887 698,918
---------- ----------
$2,660,221 $2,314,841
========== ==========
</TABLE>
The Company purchases components and certain related peripheral equipment for
its products from outside vendors, including components from sole source
vendors. The establishment of additional or replacement sources of supply would
require the Company to certify the new vendors, which in the case of certain
components would cause a delay in the Company's ability to manufacture the
products.
STOCKHOLDERS' EQUITY
On July 29, 1997, the Company successfully completed a private offering of
1,615,740 shares of common stock at $9.45 per share (prior to the deduction of
fees and commissions associated with the offering). The offering raised capital,
net of related fees, of $14.6 million.
NET LOSS PER SHARE
Net loss per share is computed based on the weighted average number of shares of
Common Stock outstanding. Common equivalent shares are not included in the
per-share calculation as the effect of their inclusion would be antidilutive.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share" ("Statement 128"), which the Company will be required
to adopt on December 31, 1997. At that time, the Company will change the method
currently used to compute net loss per share and restate all prior periods. The
impact of Statement 128 on the calculation of net loss per share is not expected
to be material.
Page 6 of 11 sequentially numbered pages
<PAGE> 7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion contains forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected. The words "believe", "expect", "anticipate" and similar
expressions identify forward-looking statements. Factors that could affect the
Company's financial results include, among other things, the progress and costs
of preclinical studies and clinical trials, including the recruitment of
suitable patients, the timing of regulatory approvals, the rate of market
acceptance and the adoption of the METRIX System, the availability of
third-party reimbursement for the Company's products, and the status of
competing products. Reference is made to the Company's latest Annual Report on
Form 10-K filed with the Commission for a more detailed description of such
factors. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
InControl undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date of this report or to reflect the occurrence of
unanticipated events.
OVERVIEW
InControl is engaged in the design, development and manufacture of implantable
atrial defibrillators and related products, including transvenous defibrillation
leads, temporary defibrillation catheters and temporary heartwires designed for
post-operative atrial defibrillation. The majority of the Company's resources
have been and continue to be devoted to research and development activities
related to the METRIX System, a proprietary system designed to treat atrial
fibrillation. The METRIX System is comprised of an implantable defibrillator,
transvenous leads to connect the defribillator to the heart, a system analyzer
and a system programmer. The Company is also party to agreements under which the
Company distributes defibrillation and diagnostic catheters and related products
in certain geographic markets.
The design and development of an implantable medical device has required the
Company to make significant investments in research and development activities
and, as such, the Company has accumulated a deficit of $111.1 million as of
September 30, 1997. InControl expects to incur substantial additional losses in
the near future. The Company expects that revenues from clinical trials and
sales of the Company's products will increase and such increases will moderate
future deficit growth. Future increases in expenses are expected to be primarily
due to InControl's continuing investment in research and development efforts,
increases in clinical trial activities, the expansion of European and domestic
marketing and sales capabilities and increasing domestic manufacturing activity.
The amount and timing of the Company's future revenues and, as a result, the
amount and timing of the Company's future losses will be affected by, among
other things, the progress and costs of preclinical studies and clinical trials,
including the recruitment of suitable patients, the timing of regulatory
approvals, the rate of market acceptance and adoption of the METRIX System, the
availability of third-party reimbursement for the Company's products and the
status of competing products.
During the first nine months of 1997, InControl achieved several clinical and
business milestones that had been identified by the Company as important to its
future success. In Europe, the Company was awarded the CE Mark on the METRIX
System and the Company's newest product the TADPOLE heartwires, which are
designed to provide a new therapeutic alternative for patients suffering from
post-operative atrial fibrillation. Currently, the METRIX System is in limited
commercial release in Europe, while undergoing further limited trials to satisfy
various European reimbursement authorities, and the TADPOLE heartwires are
undergoing post CE mark trials in Europe to verify product design and clinical
utility. In the United States, the Company was granted clearance by the Food and
Drug Administration (the "FDA") for expansion of the clinical trial of the
METRIX System to 170 patients, in a total of 25 centers, and approved the use of
the device's patient-activated mode for out-of-hospital therapy. Subsequently,
the METRIX device has been used successfully in the patient-activated mode. In
addition, the FDA reclassified the METRIX System as a Category B medical device
for reimbursement purposes. On July 29, 1997, the Company completed the private
offering of 1,615,740 shares of common stock raising $14.6 million, net of
related fees.
The Company believes that it will incur losses at least until the METRIX System
has gained market acceptance in the United States. Market acceptance of the
METRIX System in the United States is dependent on, among other things,
obtaining regulatory approval from the FDA for its commercial release, which is
in turn dependent on the success of the METRIX System clinical trials in the
United States. There can be no assurance that clinical trials in the United
States will be successful. Further, there can be no assurance that regulatory
approval for the METRIX System will be obtained, or if such approval is
obtained, that the METRIX System will achieve market acceptance in the United
Page 7 of 11 sequentially numbered pages
<PAGE> 8
States. The Company has obtained regulatory approvals for the METRIX System in
Europe, however, there can be no assurance that the METRIX System will achieve
market acceptance in Europe.
RESULTS OF OPERATIONS
REVENUES
Net revenues for the quarter ended September 30, 1997, were $514,000, an
increase of $424,000, or 469%, from the comparable period in 1996. For the nine
months ended September 30, 1997, net revenues were $1.1 million, an increase of
$928,000, or 467%, from the comparable period in 1996. Revenues result from the
sale of METRIX devices, leads, and accessories in Europe and the sale of METRIX
Systems in clinical investigations in the United States and, to a lesser degree,
distribution of catheters and related products in Europe. Revenues in future
quarters will be primarily dependent on the timing and outcome of certain
limited clinical studies required for European reimbursement authorities, the
rate of market acceptance in Europe, the success and timing of the Company's
United States clinical trial activities, and the subsequent rate of market
acceptance in the United States. There can be no assurance, however, that the
METRIX System will achieve market acceptance or widespread approval for
reimbursement in Europe or that the Company's clinical trials in the United
States will be successful in obtaining regulatory approval of the METRIX System,
or that the METRIX System will achieve market acceptance in the United States.
GROSS PROFITS
Gross profits for the quarter ended September 30, 1997 totaled $151,000 or 29%
of net revenues. Revenues for 1996 were exclusively the result of implants
during clinical trials and, accordingly, the cost of revenues were charged to
research and development expense. The Company's products are at an early stage
in their product life cycles; current period cost of revenues and gross profits
may therefore not be indicative of future cost of revenues or gross profits. The
Company has limited experience in manufacturing, and is currently operating at
volumes well below expected facility capacity. While certain capacity and
experience-related costs are considered manufacturing development and are
therefore charged to research and development expense, cost of revenues and
gross profits will continue to be influenced by these factors in the foreseeable
future. In addition, gross profits will be influenced by sales discounts granted
during the remainder of the various clinical trials and discounts or allowances,
if any, that accompany the initial commercial release of the Company's products.
Cost of revenues and gross profits will be affected by the relative mix of
products sold period-to-period. InControl expects that METRIX System and TADPOLE
Heartwire businesses will earn higher gross margins than the products that are
sold through the Company's distribution agreements. Cost of revenues and gross
profits will also be affected by the Company's success in obtaining, and
therefore the timing of, regulatory approvals and market acceptance of the
Company's products, which would affect the mix of products sold.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the quarter ended September 30, 1997 were
$6.4 million, an increase of 10% from the comparable period in 1996. For the
nine months ended September 30, 1997, research and development expenses were
$17.4 million, an increase of 2% from the comparable period in 1996. The
increase in quarter-to-quarter and year-to-date expenses is primarily related to
increased personnel and subsequent personnel-related costs. It is anticipated
that research and development expenses will increase in future quarters as the
Company continues to invest in primary research and development activities
associated with the next generation of atrial defibrillation products and
continues to fund preclinical studies and clinical trials of the Company's
products in Europe and the United States.
SALES AND MARKETING EXPENSES
Sales and marketing expenses for the quarter ended September 30, 1997 were $1.5
million, an increase of 124% from the comparable period in 1996. For the nine
months ended September 30, 1997, sales and marketing expenses were $3.7 million,
an increase of 86% from the comparable period in 1996. Increases in these
expenses result from increases in the number of sales and marketing personnel
worldwide, primarily in the Company's European subsidiaries. These additional
personnel have been hired to support the commercial release and ongoing
distribution
Page 8 of 11 sequentially numbered pages
<PAGE> 9
of the Company's products. InControl believes that the expansion of European
and domestic sales and marketing activities and personnel and personnel-related
costs associated with the expansion will result in a substantial increase in
sales and marketing expense throughout the remainder of 1997, as compared to
prior periods.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter ended September 30, 1997
were $1.1 million, an increase of 20% from the comparable period in 1996. For
the nine months ended September 30, 1997, general and administrative expenses
were $3.6 million, an increase of 9% from the comparable period in 1996. The
quarter-to-quarter increase is primarily related to an increase in
administrative personnel and facilities costs throughout the Company and, to a
lesser degree, an increase in period-to-period professional services expenses.
INTEREST INCOME AND INTEREST EXPENSE
Interest income for the quarter ended September 30, 1997 was $401,000, a
decrease of 42% from the comparable period in 1996. For the nine months ended
September 30, 1997, interest income was $1.3 million, a decrease of 18% from the
comparable period in 1996. The decrease in quarter-to-quarter and year-to-date
interest income from comparable periods in 1996 is attributable to decreased
average balances of cash, cash equivalents, and securities available for sale.
The Company expects interest income to decrease in future quarters as capital
resources are used to fund operations and average balances of cash, cash
equivalents, and securities available for sale decline.
Interest expense for the quarter ended September 30, 1997 was $139,000, an
increase of 33% from the comparable period in 1996. For the nine months ended
September 30, 1997, interest expense was $375,000, an increase of 10% from the
comparable period in 1996. The increase in quarter-to-quarter and year-to-date
interest expense from comparable periods in 1996 is attributable to the
Company's higher average balance of equipment lease financing. The Company
expects that interest expense during the remainder of 1997 and in the first half
of 1998 will remain higher than the levels of interest expense in the prior
year's comparable period. Interest expense in future periods will depend on the
rate of capital expenditures and the success and timing of the Company's efforts
to secure additional sources of lease financing for those expenditures.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had cash, cash equivalents, and securities
available for sale totaling $26.3 million, compared to a balance of $37.0
million at December 31, 1996. The decrease was used to fund $21.6 million in
operating activities and $5.0 million in purchases of property and equipment,
which was partially offset by a net increase in lease financing of $1.3 million.
During the comparable period in 1996, the Company had expenditures of $19.8
million in operating activities and $1.6 million in purchases of property and
equipment. On July 29, 1997, the Company completed a private offering of
1,615,740 shares of common stock at $9.45 per share, resulting in approximately
$14.6 million in net proceeds to the Company.
InControl expects that its cash needs will increase in future periods due to the
Company's expected sustained investment in research and development efforts, as
well as anticipated increases in spending on clinical trial activities and the
planned expansion of marketing, sales and manufacturing capabilities. The
Company's future capital requirements will depend on many factors, including the
progress and costs of preclinical studies and clinical trials, including the
recruitment of suitable patients, the timing of regulatory approvals, the rate
of market acceptance and adoption of the METRIX System, the availability of
third-party reimbursement for the Company's products, and the status of
competing products. The Company believes that its existing cash, cash
equivalents, securities available for sale, and interest thereon will be
sufficient to meet its capital requirements through mid-1998. Within this
period, the Company will seek additional funding, through either public or
private sources, to meet its future operational requirements. There can be no
assurance such funds will be available as needed or on terms that are acceptable
to the Company. Insufficient funding will require the Company to delay, reduce
or eliminate some or all of its research and development activities, planned
clinical trials, and manufacturing and administrative programs.
Page 9 of 11 sequentially numbered pages
<PAGE> 10
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No.
-----------
27.1 Financial Data Schedule
b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K, dated July 29, 1997, with
respect to the private offering of 1,615,740 shares of its common stock at $9.45
per share, pursuant to exemptions from registration provided by Regulation D and
Regulation S promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
No other reports on Form 8-K were filed during the quarter ended September 30,
1997.
Page 10 of 11 sequentially numbered pages
<PAGE> 11
SIGNATURE
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.
INCONTROL, INC.
(Registrant)
Dated: 11/14/97 By: /s/ DONALD F. SEATON III
------------- -----------------------------------
Donald F. Seaton III
Vice President, Finance,
Chief Financial Officer and
Secretary (Authorized Officer and
Principal Financial Officer)
Page 11 of 11 sequentially numbered pages
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INCONTROL
INC'S 3RD QUARTER 10-Q BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH INCONTROL INC'S 3RD QUARTER 10-Q
AND 1996 10-K FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,893
<SECURITIES> 23,390
<RECEIVABLES> 704
<ALLOWANCES> 55
<INVENTORY> 2,660
<CURRENT-ASSETS> 30,580
<PP&E> 16,267
<DEPRECIATION> 8,485
<TOTAL-ASSETS> 39,413
<CURRENT-LIABILITIES> 4,729
<BONDS> 2,393
0
0
<COMMON> 143,947
<OTHER-SE> (111,656)
<TOTAL-LIABILITY-AND-EQUITY> 39,413
<SALES> 1,127
<TOTAL-REVENUES> 1,127
<CGS> 847
<TOTAL-COSTS> 847
<OTHER-EXPENSES> 24,718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> (23,514)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,514)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,514)
<EPS-PRIMARY> (1.35)
<EPS-DILUTED> (1.35)
</TABLE>
