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 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 0-20968
-------
Advanced Mammography Systems, Inc.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3166348
---------------------------- -------------------------
(State or other jurisdiction (IRS Employer
of incorporation or Identification Number)
organization)
46 Jonspin Road, Wilmington, Massachusetts 01887
-------------------------------------------------------
(Address or principal executive offices) (Zip Code)
(508) 657-8876
-----------------------------------------------------
(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
------ ----
As of August 12, 1997, there were 7,616,254 shares of Common
Stock, $.01 par value, outstanding.
<PAGE>
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE NO.
--------------------- --------
Item 1. Financial Statements
Balance Sheets: 3
June 30, 1997 and September 30, 1996
Statements of Operations: 4
Quarters and Nine months ended June 30,
1997 and June 30, 1996 and for the period
from July 2, 1992 (inception) to June 30,
1997
Statements of Cash Flows: 5
Nine months ended June 30, 1997 and June
30, 1996; and for the period from July 2,
1992 (inception) to June 30, 1997
Notes to Financial Statements 6-8
Item 2. Management's Discussion and Analysis of 9-10
Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
----------
-2-
<PAGE>
FORM 10-Q
PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEETS
June 30, 1997 September 30,
(Unaudited) 1996
------------- --------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 832,611 $ 1,997,076
Inventory 987,069 1,123,404
Other current assets 7,610 27,204
------------ ------------
TOTAL CURRENT ASSETS 1,827,290 3,147,684
Equipment - at cost, net of
accumulated depreciation of
$438,027 and $335,277 at
June 30, 1997 and September
30, 1996, respectively 622,510 611,432
Patent - at cost, net of
amortization of $11,698 and
$7,060 at June 30, 1997 and
September 30, 1996,
respectively 20,022 24,661
Other 17,826 --
Debt issue cost 27,298 200,574
------------ ------------
TOTAL ASSETS $ 2,514,946 $ 3,984,351
============ ============
LIABILITIES AND STOCKHOLDERS'
EQUITY CURRENT LIABILITIES
Accounts payable & accrued
expenses $ 274,310 $ 184,785
Compensation payable 93,055 52,259
Accounts payable to related 1,274,068 671,551
party ------------ ------------
TOTAL CURRENT LIABILITIES 1,641,433 908,595
Notes Payable 519,678 1,471,751
------------ ------------
TOTAL LIABILITIES 2,161,111 2,380,346
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par
value, 5,000,000 shares
authorized none issued -- --
Common stock, $.01 par value,
authorized 25,000,000
shares; issued 7,616,254
and 8,346,740 76,163 83,467
Additional paid in capital 16,564,776 14,368,543
Deficit accumulated during (16,287,104) (12,848,005)
the development stage ------------ ------------
TOTAL STOCKHOLDERS' 353,835 1,604,005
EQUITY ------------ ------------
TOTAL LIABILITIES & $ 2,514,946 $ 3,984,351
STOCKHOLDERS' EQUITY ============ ============
See notes to financial statements
-3-
<PAGE>
FORM 10-Q
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF OPERATIONS
(UNAUDITED)
QUARTERS ENDED
--------------
JUNE 30,
-------
1997 1996
---- ----
REVENUES
$ - $ -
System Revenues ----------- -----------
TOTAL REVENUES - -
OPERATING EXPENSES
Acquired technology - -
Manufacturing 155,045 -
Research & development 470,315 253,161
General & administrative 683,312 551,785
----------- -----------
TOTAL OPERATING EXPENSES 1,308,672 804,946
----------- -----------
(LOSS) FROM OPERATIONS (1,308,672) ( 804,946)
Amortization of debt
issuance cost (4,835) -
Interest expense - ( 883,333)
Interest & other income 21,642 14,314
----------- -----------
NET LOSS AND DEFICIT
ACCUMULATED DURING $(1,291,865) $(1,673,965)
DEVELOPMENT STAGE =========== ===========
$( .20) $( .43)
NET LOSS PER SHARE =========== ===========
Weighted average number of 6,488,513 3,848,376
common shares outstanding =========== ===========
NINE MONTHS ENDED
----------------- CUMULATIVE FROM
JUNE 30, JULY 2, 1992
-------- (INCEPTION DATE)
1997 1996 TO JUNE 30, 1997
---- ---- ----------------
REVENUES
System Revenues $ 400,000 $ - $ 400,000
----------- ----------- ------------
TOTAL REVENUES 400,000 - 400,000
OPERATING EXPENSES
Acquired technology - - 1,720,000
Manufacturing 703,571 - 703,571
Research &
development 1,318,026 750,956 5,044,888
General & 1,833,986 1,571,595 7,604,281
administrative ----------- ----------- ------------
TOTAL OPERATING 3,855,583 2,322,551 15,072,740
EXPENSES ----------- ----------- ------------
(LOSS) FROM
OPERATIONS (3,455,583) (2,322,551) (14,672,740)
Amortization of debt
issuance cost ( 51,122) - ( 392,941)
Interest expense - (883,333) ( 1,599,999)
Interest & other 67,606 42,923 378,576
income ----------- ----------- ------------
NET LOSS AND DEFICIT
ACCUMULATED DURING $(3,439,099) $(3,162,961) $(16,287,104)
DEVELOPMENT STAGE =========== =========== ============
$( .53) $( .82)
NET LOSS PER SHARE =========== ===========
Weighted average
number of common 6,488,513 3,848,376
shares outstanding =========== ===========
See notes to financial statements
-4-
<PAGE>
FORM 10-Q
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED JUNE 30,
--------------------------
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(3,439,099) $(3,162,961)
----------- -----------
Adjustments to reconcile net loss
to net cash flows from operating
activities:
Depreciation and amortization 135,149 89,884
Amortization of debt issuance
cost 51,122 -
Amortization of beneficial
conversion feature - 883,333
Common stock issued for
technology rights - -
Changes in assets and
liabilities:
Inventories 136,335 ( 139,586)
Other current assets 1,768 5,000
Accounts payable & accrued
expenses 89,525 82,134
Other current liabilities 643,313 101,455
----------- -----------
Total adjustments 1,057,212 1,022,220
----------- -----------
NET CASH (USED) FOR OPERATING
ACTIVITIES: 2,381,887 (2,140,741)
----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Patent costs - ( 3,098)
Net additions to furniture,
equipment, and leasehold
improvements ( 113,828) ( 5,758)
----------- -----------
NET CASH (USED) FOR INVESTING
ACTIVITIES: ( 113,828) ( 8,856)
----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payment of notes payable - -
Proceeds from notes payable &
warrants - 3,000,000
Public offering of stock, net - -
Secondary offering of stock 1,500,000 -
Debt issuance cost ( 168,750) (220,000)
Cost of public offering - -
Sale of option to purchase units - -
Exercise of stock & warrants - -
----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES: 1,331,250 2,780,000
----------- -----------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) (1,164,465) 630,403
Balance, beginning of period 1,997,076 1,832,563
----------- -----------
Balance, end of period $ 832,611 $ 2,462,966
=========== ===========
Supplemental disclosures of cash
flow information:
Unamortized debt issuance cost
charged to APIC upon conversion $ 122,153 -
CUMULATIVE FROM
JULY 2, 1992
(INCEPTION DATE)
TO JUNE 30, 1997
----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(16,287,104)
------------
Adjustments to reconcile net loss to net cash flows
from operating activities:
Depreciation and amortization 1,235,240
Amortization of debt issuance cost 133,804
Amortization of beneficial conversion feature 1,000,000
Common stock issued for technology rights 40,000
Changes in assets and liabilities:
Inventories ( 987,069)
Other current assets ( 25,436)
Accounts payable & accrued expenses 274,310
Other current liabilities 1,367,123
------------
Total adjustments 3,037,972
------------
NET CASH (USED) FOR OPERATING ACTIVITIES: (13,249,132)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Patent costs ( 31,720)
Net additions to furniture, equipment, and leasehold ( 1,060,538)
improvements ------------
NET CASH (USED) FOR INVESTING ACTIVITIES: ( 1,092,258)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of notes payable ( 2,000,000)
Proceeds from notes payable & warrants 5,000,000
Public offering of stock, net 8,901,000
Secondary offering of stock 1,500,000
Debt issuance cost ( 699,712)
Cost of public offering ( 1,436,617)
Sale of option to purchase units 129
Exercise of stock & warrants 3,909,201
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 15,174,001
------------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) 832,611
Balance, beginning of period -
------------
Balance, end of period $ 832,611
============
Supplemental disclosures of cash flow information:
Unamortized debt issuance cost charged to APIC upon $ 122,153
conversion
See notes to financial statements.
-5-
<PAGE>
FORM 10-Q
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
NOTE 1 - BASIS OF PRESENTATION
------------------------------
The financial statements for September 30, 1996 have been
restated to include an adjustment to accumulated deficit to
reflect a change in accounting for the May 1996 issuance of the
4% Convertible Debentures (the "Debentures") whereby the
beneficial conversion feature of the Debentures has been recorded
as additional interest expense.
The results of operations for the interim periods shown in
this report are not necessarily indicative of results to be
expected for the fiscal year. In the opinion of management, the
information contained herein reflects all adjustments necessary
to make the results of operations for the interim periods a fair
statement of such operations. All such adjustments are of a
normal recurring nature.
The accompanying financial statements do not contain all of
the disclosures required by generally accepted accounting
principles and should be read in conjunction with the financial
statements and related notes included in the Company's annual
report on Form 10-K and 10-K/A for the year ended September 30,
1996.
NOTE 2 - THE COMPANY
--------------------
Advanced Mammography Systems, Inc. ("AMS" or the "Company") is
a development stage company which was organized in Delaware in
July 1992 to acquire and develop proprietary technology from
Advanced NMR Systems, Inc. ("ANMR") in order to design,
manufacture and commercialize a dedicated (or partial body)
magnetic resonance imaging ("MRI") system for breast imaging
which can be used to detect and characterize breast tissue
abnormalities.
In February 1996, the U.S. Food and Drug Administration (the
"FDA") cleared the commercial use of the Company's AuroraTM
dedicated MR Breast Imaging System. In order to fully
commercialize the Aurora System and to demonstrate diagnostic
effectiveness as an accepted tool for the diagnosis and
management of breast disease and permit reimbursement for
dedicated breast MRI by third parties such as Medicare, private
insurance and managed care consortiums, the Company must develop
maximum clinical utility. The Company has launched a clinical
study which includes a scientific investigation of the improved
breast imaging device in a large patient population to provide
objective evidence of its clinical utility. The System has been
placed at the University of Texas Medical Branch at Galveston, a
second System will be installed at the Faulkner-Sagoff Centre for
Breast Health Care in Boston, MA during the fourth fiscal
quarter, which center will be owned and operated by ANMR, and in
August 1997 two other systems installations have been announced
at Englewood Hospital and Medical Center in New Jersey and at the
University of Arkansas for Medical Sciences. It is anticipated
that the breast imaging technology should gain clinical
acceptance over the next two years and continue to evolve as
further information is obtained from the clinical studies
concerning additional applications.
-6-
<PAGE>
The Company intends to market its MRI breast imaging products
or components thereof, either directly to hospitals and clinics
or through a marketing or joint venture arrangement with one or
more distributors.
NOTE 3 - THE PROPOSED MERGER
----------------------------
On June 23, 1997, AMS entered into an Agreement and Plan of
Merger ("Merger Agreement") with AMS Merger Corp. ("Merger
Corp."), a wholly-owned subsidiary of ANMR. Pursuant to the
Merger Agreement, AMS will merge (the "Merger") into Merger Corp.
and become a wholly-owned subsidiary of ANMR. As a condition of
the Merger, ANMR will amend its Certificate of Incorporation to
effect a one-for-ten Reverse Stock Split. In consideration for
the Merger, AMS shareholders will receive .4 of a share of ANMR,
on a post-Reverse Stock Split basis, in exchange for each share
of AMS stock, and outstanding AMS options and warrants would be
exchanged on a similar basis. The Company expects to complete
the Merger in September after approval by stockholders of both
AMS and ANMR and other customary closing conditions.
NOTE 4 - THE ANMR ESCROW SHARES
-------------------------------
In connection with the Company's January 1993 public offering,
ANMR, which was the sole stockholder of the Company, placed in
escrow an aggregate of 2,750,000 (the "Escrow Shares") of the
4,000,000 shares of the Common Stock it owned.
In May 1997, all Escrow Shares were forfeited and contributed
to the capital of the Company as a result of the Company's
failure to achieve certain financial and market price milestones.
Upon forfeiture of the Escrow Shares, ANMR's interest in the
Company was reduced to approximately 16% of the outstanding
Common Stock.
NOTE 5 - THE SHARED SERVICES AGREEMENT
--------------------------------------
To optimize the Company's and ANMR's operating efficiency, the
Company and ANMR entered into a Shared Services Agreement as of
January 25, 1993, whereby the companies share common expenses and
functions, for example, executive officers, marketing, field
service, administration, regulatory approvals and outside
services. On August 29, 1996, the original Agreement was
terminated and the Company and ANMR entered into a new agreement.
The Company believes that its transactions with ANMR described
above were on terms no less favorable to the Company than the
terms that would have been available from unaffiliated parties
under similar circumstances. Actual comparisons with other
transactions are not possible, however.
NOTE 6 - THE ANMR LICENSE AGREEMENT
-----------------------------------
In June 1992, the Company entered into the ANMR License
Agreement with ANMR pursuant to which the Company was granted a
perpetual, worldwide exclusive, royalty-free license to all
proprietary technology and related know-how, including patents
-7-
<PAGE>
owned and/or licensed by ANMR and patent applications filed or to
be filed by ANMR (the "Licensed Technology"), to the extent, if
any, useful in connection with developing a dedicated MRI system
for mammography (the "Field of Use").
NOTE 7 - PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
----------------------------------------------------
In May 1996, the Company closed a Regulation S private
placement (the "Placement") of $3 million principal amount 4%
Convertible Debentures of the Company (the "Debentures") due
December 1, 1998 (the "Maturity Date"). The Debentures accrue
interest at the rate of 4% per annum from the date of issuance to
the Maturity Date, or earlier either upon conversion or
prepayment. Upon conversion, the Company has the option to pay
the accrued interest on the Debentures being converted in shares
of its Common Stock at the then conversion rate. At June 30,
1997, approximately $513,000 of Debentures was still outstanding
after certain conversions. The net proceeds of the Placement of
approximately $2,750,000, after payment of fees and related
expenses, is being used for completion of product development of
the Company's Aurora System, the commercialization and marketing
of the Aurora System and working capital.
In connection with the Placement, the Company issued to the
placement agents for the Debentures, warrants for the purchase of
197,500 shares of the Company's Common Stock at an exercise price
of $2.20 per share for a period or eighteen months and warrants
for an additional 197,500 shares of Common Stock at an exercise
price of $2.50 per share for a period of five years.
NOTE 8 - PRIVATE PLACEMENT OF STOCK AND WARRANTS
------------------------------------------------
On February 6, 1997, the Company sold an aggregate of
1,219,514 shares of Common Stock and three year warrants to
purchase 1,219,514 shares of Common Stock at an exercise price of
$1.93 per share for $1,500,000. These placements were in
accordance with Regulation S and Regulation D under the
Securities Act of 1933. In connection with the placements, the
Company issued to the placement agent three year warrants for the
purchase of 243,902 shares of Common Stock, one half exercisable
immediately and the other half exercisable proportionately with
the exercise of the placement warrants, at an exercise price of
$1.68 per share and paid 11-1/4% in fees and expenses.
-8-
<PAGE>
FORM 10-Q
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following discussion should be read in conjunction with
the attached notes hereto, and with the audited financial
statements and notes thereto for the year ended September 30,
1996.
RESULTS OF OPERATIONS
---------------------
The Company was formed in July 1992 and is in the development
stage. In the second quarter of this fiscal year, the Company
received payment in full and recorded its first sale of the
Aurora system to the Beta site in Galveston, Texas. As a result
of charging operations with the cost of its technology license
acquired from ANMR, as well as salaries and consulting fees of
persons engaged in research and development activities, the
Company had an accumulated deficit of $16,287,000 at June 30,
1997.
Research and development expense was approximately $1,318,000
in the nine months of fiscal 1997, an increase of 76% compared
with approximately $751,000 in the same period in fiscal 1996.
The increase is due to the addition of technical personnel
assigned from ANMR to complete the R&D effort. The Company
expects research and development expense to stabilize at this
level through fiscal 1997.
General & administrative expense for the nine months of fiscal
1997 was approximately $1,834,000, an increase of 17% compared
with approximately $1,572,000 for the same period in fiscal 1996.
The increase is due primarily to additional personnel responsible
for clinical applications, customer support and regulatory and
compliance management.
Total operating expenses for the nine months of fiscal 1997
were approximately $3,856,000, an increase of 66% compared to
approximately $2,323,000 in the same period in fiscal 1996. The
increase was mainly due to the cost of sales of the first Aurora
system, increased staffing of the manufacturing process to
prepare for future Aurora sales, and increased expenditures for
Research & Development.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At June 30, 1997 the Company had working capital of
approximately $186,000 including available cash of approximately
$833,000. The Company expects to continue to incur substantial
expenditures for development, marketing, and clinical studies of
the breast imaging system. The Company believes its existing
cash reserves at June 30 are adequate to fund its operating
activities for only two to three months.
Assuming completion of the Merger (see Note 3 of Notes to
Financial Statements), the Company will have sufficient resources
to fund its activities beyond twelve months. If the Merger were
not completed, in order to continue operations, the Company would
-9-
<PAGE>
have to obtain additional funds through debt or equity placements
or through joint ventures or other collaborations. Should the
Company be unable to obtain any such future financing
arrangements, it would examine alternative courses, such as sale
or disposition of assets or alliances or mergers with strategic
partners. However, there is no assurance that such placements,
joint ventures, collaborations, sales or alliances with strategic
partners would be successful or on terms not dilutive to present
stockholders.
The Company is including the following cautionary statement in
its Report on Form 10-Q to make applicable and take advantage of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 for any forward-looking statements made by, or
on behalf of the Company. Forward-looking statements include
statements concerning plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other
statements which are other than statements of historical facts.
Certain statements contained herein are forward looking
statements and accordingly involve risks and uncertainties which
could cause actual results or outcomes to differ materially from
those expressed in the forward-looking statements. The Company's
expectations, beliefs and projects are expressed in good faith
and are believed by the Company to have a reasonable basis,
including without limitations, management's examination of
historical operating trends, data contained in the Company's
records and other data available from third parties, but there
can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished. In
addition to other factors and matters discussed elsewhere herein,
the following are important factors that, in the view of the
Company, could cause actual results to differ materially from
those discussed in the forward-looking statements: technological
advances by the Company's competitors, changes in health care
reform, including reimbursement programs, capital needs to fund
any delays or extensions of research programs, delays in product
development, lack of market acceptance of technology and the
availability of capital on terms satisfactory to the Company.
The Company disclaims any obligation to update any forward-
looking statements to reflect events or circumstances after the
date hereof.
-10-
<PAGE>
FORM 10-Q
PART II OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Form 8-K
On May 1, 1997, the Company filed a Form 8-K reporting in Item
5 thereof the return of escrow shares previously held by ANMR.
-11-
<PAGE>
FORM 10-Q
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.
Advanced Mammography Systems, Inc.
----------------------------------
(Registrant)
Date: August 12, 1997 /s/ Jack Nelson
--------------- ------------------------------
Jack Nelson
Chief Executive Officer
Date: August 12, 1997 /s/ Steven J. James
--------------- ------------------------------
Steven J. James
Chief Financial Officer
-12-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM ADVANCED MAMMOGRAPHY SYSTEMS, INC. FORM
10-Q FOR THE PERIOD ENDED JUNE 30, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,635
<SECURITIES> 0
<RECEIVABLES> 2,780
<ALLOWANCES> 0
<INVENTORY> 481
<CURRENT-ASSETS> 218
<PP&E> 2,046
<DEPRECIATION> (1,090)
<TOTAL-ASSETS> 15,985
<CURRENT-LIABILITIES> 2,652
<BONDS> 0
0
0
<COMMON> 437
<OTHER-SE> 12,383
<TOTAL-LIABILITY-AND-EQUITY> 15,985
<SALES> 11,608
<TOTAL-REVENUES> 11,845
<CGS> 8,369
<TOTAL-COSTS> 8,369
<OTHER-EXPENSES> 3,875
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 950
<INCOME-PRETAX> (11,599)
<INCOME-TAX> 63
<INCOME-CONTINUING> (11,536)
<DISCONTINUED> 58
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,478)
<EPS-PRIMARY> (.28)
<EPS-DILUTED> (.28)
</TABLE>
